Common use of Sponsor Release Clause in Contracts

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. Sponsor, on its own behalf and on behalf of each of its Affiliates (other than Acquiror SPAC or any of AcquirorSPAC’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Sponsor Releasor”), effective as at the Acquisition First 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 2SPAC, their respective Subsidiaries (if any) and its and each of 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 (ax) any and all obligations or duties the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, SPAC or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition First Effective Time to such Sponsor Releasor, Releasor or (by) all claims, demands, liabilitiesLiabilities, 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 First 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 First 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 5.1 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, party (i) arising under this Agreement; , the Merger Agreement, the other Transaction Documents or AcquirorSPAC’s Governing Organizational 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, officer or director or employee of AcquirorSPAC, (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 TimeSPAC, or (viv) for any claim for fraud.

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 its 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 (ai) any and all obligations or duties the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, Acquiror or any of their respective its Subsidiaries (if any) has prior to or as of the Acquisition Effective Time to such Sponsor Releasor, Releasor or (bii) 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 Fraud on the part of a Sponsor Releasee); provided, however, that nothing contained in this Section 8.3 5.1 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, party (i) arising under this Agreement; , the Transaction Documents Merger Agreement, the Ancillary Agreements, or Acquiror’s Governing Organizational 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, officer or director or employee of Acquiror, (iii) arising under any then-existing insurance policy of Acquiror or any of its Subsidiaries (if any)Acquiror, (iv) pursuant to a contract and/or Acquiror policy, relating to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Acquisition Effective Time, or (v) for any claim for fraudFraud.

Sponsor Release. Sponsor, on its own behalf and on behalf of each of its Affiliates (other than Acquiror SPAC or any of AcquirorSPAC’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 PubCo, the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2SPAC, their respective Subsidiaries (if any) and its and each of 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 (ax) any and all obligations or duties PubCo, the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, SPAC or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition Effective Time to such Sponsor Releasor, Releasor or (by) all claims, demands, liabilitiesLiabilities, 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 7.2(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, party (i) arising under this Agreement; , the Business Combination Agreement, the other Transaction Documents or AcquirorSPAC’s Governing Organizational Documents, including the right to receive PubCo Class A Ordinary Shares at the Initial Merger Effective Time and 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, officer or director or employee of AcquirorSPAC, (iii) arising under any then-existing insurance policy of Acquiror or any of its Subsidiaries (if any)SPAC, (iv) pursuant to a contract and/or Acquiror policypolicy of SPAC, relating to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Acquisition Effective Time, provided that such expenses shall be paid at the Acquisition Closing, or (v) for any claim for fraud.

Sponsor Release. Sponsor, on its own behalf and on behalf of each of its Affiliates (other than Acquiror Purchaser or any of AcquirorPurchaser’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Sponsor Releasor”), effective as at the Acquisition Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Pubco, the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2Purchaser, their respective Subsidiaries (if any) and its and each of 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 (ai) any and all obligations or duties Pubco, the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, Purchaser or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition Merger Effective Time to such Sponsor Releasor, Releasor or (bii) all claims, demands, liabilitiesLiabilities, 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 Merger 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 Merger 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 6.2(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, party (i) arising under this Agreement; , the Transaction Documents Business Combination Agreement, the Ancillary Documents, Pubco’s Organizational Documents, or AcquirorPurchaser’s Governing Organizational Documents, including the right to receive Pubco Class A Ordinary Shares at the Initial Merger Effective Time and 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, officer or director or employee of AcquirorPurchaser, (iii) arising under any then-existing insurance policy of Acquiror or any of its Subsidiaries (if any)Purchaser, (iv) pursuant to a contract and/or Acquiror Purchaser policy, relating to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Acquisition Merger Effective Time, or (v) for any claim for fraud.

Sponsor Release. Sponsor, on its own behalf and on behalf of each of its Affiliates (other than Acquiror SPAC or any of AcquirorSPAC’s Subsidiariessubsidiaries) and each of its and their successors, assigns and executors (each, a “Sponsor Releasor”), effective as at the Acquisition Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge PubCo, the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2SPAC, their respective Subsidiaries (if any) and the Company’s Material Subsidiaries 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 (ai) any and all obligations or duties PubCo, the Company, PubCo, Acquiror, Merger Sub 1, Merger Sub 2, SPAC or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition Merger Effective Time to such Sponsor Releasor, Releasor or (bii) all claims, demands, liabilitiesLiabilities, 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 Merger 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 Merger 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 8(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, party (i) arising under this Agreement; the Transaction Documents or Acquiror’s Governing DocumentsSPAC Charter, 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, officer or director or employee of AcquirorSPAC, (iii) arising under any then-existing insurance policy of Acquiror or any of its Subsidiaries (if any)SPAC, (iv) pursuant to a contract and/or Acquiror SPAC policy, relating to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Acquisition Merger Effective Time, or (v) for any claim for fraud.

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 Amalgamation 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, Acquiror or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition Amalgamation 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 Amalgamation 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 Amalgamation 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 6.2 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party, 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 indemnification, advancement of expense, exculpation 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 Amalgamation Effective Time, or (v) for any claim for fraud.