Sponsor Release. Sponsor, on its own behalf and on behalf of each of its Affiliates (other than Acquiror or any of Acquiror’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Sponsor Releasor”), effective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, their respective Subsidiaries (if any) and its and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Sponsor Releasee”), from (a) any and all obligations or duties the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition Effective Time to such Sponsor Releasor, or (b) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Sponsor Releasor has prior to or as of the Acquisition Effective Time, against any Sponsor Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Effective Time (except in the event of fraud on the part of a Sponsor Releasee); provided, however, that nothing contained in this Section 8.3 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, (i) arising under this Agreement; the Transaction Documents or Acquiror’s Governing Documents, including for any amounts owed pursuant to the terms set forth therein, (ii) for indemnification or contribution, in any Sponsor Releasor’s capacity as an officer, director or employee of Acquiror, (iii) arising under any then-existing insurance policy of Acquiror or any of its Subsidiaries (if any), (iv) pursuant to a contract and/or Acquiror policy, relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time, or (v) for any claim for fraud.
Sponsor Release. Upon consummation of the transaction contemplated by the Asset Purchase Agreement or a Superior Proposal, in each case, in accordance with the Bid Procedures Orders, the Sponsors shall be deemed to and hereby unconditionally and irrevocably release the Company’ directors (including managing directors) and officers, employees and professionals, in each case, serving in such capacities from the commencement of the Cases through the consummation of the transaction referenced above, from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, relating to any act, omission, transaction, event or other occurrence taking place on or prior to the consummation of such transaction; provided, however, that the Sponsors shall be entitled to pursue causes of action, if any, against such directors (other than directors that also were officers of the Company during such period); provided that any recovery of the Sponsors under such causes of action, if any, shall be limited to the proceeds, if any, available under any applicable director and officer liability insurance; and provided, further, that (i) no individual or entity shall be released from any act or omission that constitutes gross negligence, willful misconduct or fraud, (ii) the release shall not apply to any express contractual obligations owed to a party, or any right or obligation arising under this Agreement, such transaction or an agreement entered into pursuant to, in connection with, or contemplated by such transaction, and (iii) the foregoing release shall (A) not be construed to prohibit a party from seeking to enforce the terms of this Agreement or an agreement entered into pursuant to, in connection with, or contemplated by, such transaction or (B) be limited to such Company’s directors’ (including managing directors’) and officers’, employees’ and professionals’ activities involving the Company, including the management of the Company’s affairs.
Sponsor Release. Sponsor, on its own behalf and on behalf of each of its Affiliates (other than SPAC or any of SPAC’s Subsidiaries), and each of its successors, assigns and executors (each, a “Sponsor Releasor”), effective as at the Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the SPAC, its Subsidiaries and its successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Sponsor Releasee”), from (i) any and all obligations or duties the SPAC or its Subsidiaries has prior to or as of the Effective Time to such Sponsor Releasor or (ii) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Sponsor Releasor has prior to or as of the Effective Time, against any Sponsor Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Effective Time (except in the event of Fraud on the part of a Sponsor Releasee); provided, however, that nothing contained in this Section 5.1 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the Ancillary Agreements, or SPAC’s governing documents, (ii) for indemnification or contribution, in any Sponsor Releasor’s capacity as an officer or director of SPAC, (iii) arising under any then-existing insurance policy of SPAC, (iv) pursuant to a contract and/or SPAC policy, to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Effective Time, or (v) for any claim for fraud.
