Termination of Observer Rights Agreement. The Shareholder agrees that, effective as of the Effective Time, the Observer Rights Agreement will automatically be terminated without any liability or obligation being imposed on Xxxxxxx Xxxxxxx or any of its Subsidiaries (including the Subsidiaries of the Surviving Company). In furtherance of the foregoing, effective as of the Effective Time, (i) the Shareholder for itself and on behalf of its affiliates and each of its and their respective successors and assigns hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes 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 such person has, may have or might have or may assert now or in the future, against MidSouth or any of its Subsidiaries and their respective successors (including Xxxxxxx Xxxxxxx), assigns, officers and directors, arising out of, based upon or resulting from the Observer Rights Agreement, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Effective Time and (ii) Xxxxxxx Xxxxxxx, for itself and on behalf of its affiliates (including MidSouth and its Subsidiaries) and each of its and their respective successors and assigns hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes 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 such person has, may have or might have or may assert now or in the future, against Shareholder and its affiliates and each of their respective successors assigns, officers and directors, arising out of, based upon or resulting from the Observer Rights Agreement, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Effective Time. Each such releasing party shall, and shall cause each of its affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, instituted or maintained any legal or arbitral proceeding of any kind against (x) MidSouth or any of its Subsidiaries and their respective successors (including Xxxxxxx Xxxxxxx), assigns, officers and directors or (y) Shareholder or any of its affiliates and their respective successors, as...
