Common use of Waiver, Release and Discharge Clause in Contracts

Waiver, Release and Discharge. Effective as of the Closing, except for (i) the Retained Rights and (ii) as set forth in this Section 6.5, each of the Owners does hereby unconditionally and irrevocably, on behalf of itself, and its Affiliates, shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors and each of their respective successors, assigns, and any other Person claiming by, through or under any of the foregoing (each, a “Releasing Party”), release, acquit and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, advisors and each of their respective successors and assigns (the “Released Parties”), from any and all claims, actions, causes of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every nature or description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or potential, whether existing as of the Closing or arising from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreement, event or omission (or any circumstances existing) on or prior to the Closing Date. Notwithstanding the foregoing to the contrary, the release set forth in this Section 6.5 shall not apply to (a) any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or the Transaction Agreements or any claims arising out of the transactions contemplated by this Agreement or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, contribution, advancement of expenses or insurance coverage or protection that the Owners have or had pursuant to the Organizational Documents of the Company. Each of the Owners understands that this is a full and final general release of all liabilities, duties and obligations of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties to the extent relating to the matters in this Section 6.5.

Waiver, Release and Discharge. Effective as of the Closing, except for (i) the Retained Rights and (ii) as set forth in this Section 6.5, each of the Owners does Seller do hereby unconditionally and irrevocablyirrevocably release, on behalf of itself, and its Affiliatessuccessors, shareholdersassigns, membersrepresentatives serving on the board of directors of the Company, partnersadministrators, equityholdersexecutors and employees and any other person or entity claiming by, ownersthrough, or under any of the foregoing, waive and forever discharge the Company and Buyer, and each of their past and present directors, officers, directors, managers, representatives, employees, agents, advisors stockholders, insurers and each of their respective successors, assigns, and any other Person claiming by, through or under any of the foregoing (each, a “Releasing Party”), release, acquit and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, advisors and each of their respective successors and assigns Affiliates (the “Released Parties”), from any and all claimsLiabilities to Seller of any kind or nature whatsoever, actions, causes of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every nature arising directly or description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or potential, whether existing as of the Closing or arising indirectly from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreementomission, event or omission transaction occurring (or any circumstances existing) on or prior to the Closing Date. Notwithstanding date hereof (with the foregoing to the contrary, the release set forth in this Section 6.5 shall not apply to (a) exception of any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or and the other Transaction Agreements or Documents), including any claims and all of the foregoing arising out of or relating to (i) Seller’s capacity as a current or former stockholder, optionholder or agent of the transactions contemplated by this Agreement Company or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Ownersany of its Affiliates, (Aii) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, indemnification or contribution, advancement of expenses or insurance coverage or protection that the Owners have or had whether pursuant to the Organizational Documents Released Parties’ certificate of incorporation, bylaws, contract, applicable law or otherwise (except to the extent of the Company. Each proceeds of any tail policy for directors and officers liability insurance that is obtained at or prior to the Closing by the Company (the “D&O Tail Policy”)) or (iii) any contract, agreement or other arrangement (except this Agreement and the other Transaction Documents) entered into or established prior to the date hereof, including any stockholders agreements, employment agreements, previous noncompetition agreements, indemnification or contribution agreements (with the effect that any Liability or obligation of the Owners understands Company under any such contract, agreement or other arrangement, including any provision purporting to survive termination of such contract, agreement or other arrangement and without regard to any notice requirement thereunder, is hereby terminated in its entirety). Seller understand that this is a full and final general release of all liabilities, duties and obligations Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties Parties, other than those reserved pursuant to the extent relating to the matters in this Section 6.5preceding sentence.

Waiver, Release and Discharge. Effective as of the ClosingZTHI, except for (i) the Retained Rights on its own behalf and (ii) as set forth in this Section 6.5, each of the Owners does hereby unconditionally and irrevocably, on behalf of itself, and its Affiliates, shareholders, membersrepresentatives, partners, equityholdersagents, ownersemployees, servants, officers, directors, managersshareholders, representativessubsidiary, employeesaffiliated and related companies, agentsheirs, advisors successors and each of their respective successorsassigns (collectively, assignsthe “ZTHI Group”) hereby releases and forever discharges Loeb, and any other Person claiming by, through or under any of the foregoing (each, a “Releasing Party”), release, acquit and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, owners, its officers, directors, managerssubsidiary, affiliated and related companies, agents, attorneys, servants, employees, shareholders, representatives, employees, advisors and each of their respective successors and assigns (collectively, the “Released PartiesLoeb Group”), ) of and from any and all claims, manner of actions, cause and causes of action, suits, rightsdebts, debtssums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, damagespromises, injuriesobligations, liabilities, costs, expenses, losses, costsdamages, expenses (including legal fees) judgments, executions, claims and demands of whatsoever and all consequences thereof, of every nature kind or description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or potential, whether existing as of the Closing or arising from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released Partiesnature, in law or in equity, as a result whether known or unknown, concealed or hidden, foreseen, or unforeseen, contingent or actual, liquidated or unliquidated, arising out of any act, transaction, agreement, event or omission (or any circumstances existing) on or prior relating to the Closing DatePatent Litigation Invoices, that any of the ZTHI Group, jointly or severally, have had, now have or hereafter can, shall or may have against the Loeb Group, directly or indirectly, through the date hereof. Notwithstanding ZTHI acknowledges and agrees that Loeb is specifically relying upon the representations, warranties, covenants and agreements contained herein and that such representations, warranties, covenants and agreements constitute a material inducement to Loeb entering into this Agreement and the transactions contemplated herein. ZTHI, on its own behalf and on behalf of the ZTHI Group, represents and warrants to Loeb and the Loeb Group that the ZTHI Group has not assigned, conveyed or otherwise transferred, either directly or indirectly, in whole or in part, any of the claims against the Loeb Group to be released herein. The foregoing to the contrary, the release set forth in this Section 6.5 and discharge shall not apply to any matter arising from occurrences after the date hereof and any obligations under this Agreement. If ZTHI is in full compliance of this Agreement and is not otherwise in breach of the Engagement Letter, effective on the ninety-second (a92) any rightsday after the payment described in Section 3(a) above, remediesLoeb, on its own behalf and on behalf of the Loeb Group, hereby releases and forever discharges ZTHI and the ZTHI Group of and from all manner of actions, cause and causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, obligations, liabilities, costs, expenses, losses, damages, judgments, executions, claims and causes demands of action related to the obligations of Holdco whatsoever kind or the other Released Parties pursuant to this Agreement nature, in law or the Transaction Agreements in equity, whether known or any claims unknown, concealed or hidden, foreseen, or unforeseen, contingent or actual, liquidated or unliquidated, arising out of or relating to the Patent Litigation Invoices, that any of the Loeb Group, jointly or severally, have had, now have or hereafter can, shall or may have against the ZTHI Group, directly or indirectly, through the date hereof. Loeb acknowledges and agrees that ZTHI is specifically relying upon the representations, warranties, covenants and agreements contained herein and that such representations, warranties, covenants and agreements constitute a material inducement to ZTHI entering into this Agreement and the transactions contemplated by this Agreement herein. Loeb, on its own behalf and on behalf of the Loeb Group, represents and warrants to ZTHI and the ZTHI Group that the Loeb Group has not assigned, conveyed or (b) otherwise transferred, either directly or indirectly, in whole or in part, any of the Retained Rightsclaims against the ZTHI Group to be released herein. The term “Retained Rights” means, with respect foregoing release and discharge shall not apply to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim matter arising from occurrences after the date hereof and any rights of indemnificationobligations under this Agreement, contributionincluding but not limited to, advancement of expenses or insurance coverage or protection that the Owners have or had pursuant to the Organizational Documents of the Company. Each of the Owners understands that this is a full and final general release of all liabilities, duties and obligations of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties to the extent relating to the matters in this Section 6.5Current Matters.

Waiver, Release and Discharge. (a) Effective as of upon the Closing, except for (i) the Retained Rights Seller, on the Seller’s own behalf and (ii) as set forth in this Section 6.5, each of the Owners does hereby unconditionally and irrevocably, on behalf of itself, and its the Seller’s Affiliates, shareholdersheirs, memberssuccessors, partnerstrustees, equityholdersexecutors, ownersadministrators, officersassigns and any other Person that may claim by, directorsthrough or in the right of the Seller, managershereby irrevocably waives, representativesreleases and discharges the Target Companies, employees, agents, advisors and each of their respective successorspresent and former directors, assignsmanagers, officers, agents, employees and representatives (collectively, the “Releasees”) from any and all Liabilities of any kind or nature whatsoever, whether in his capacity as an equity holder, officer, director or manager of any Target Company or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding or otherwise at law or equity, and the Seller shall not seek to recover any amounts or any other remedy in connection therewith or thereunder from any Releasee; provided, however, that the release described in this Section 6.11(a) shall not include a release of any Releasee’s obligations to Seller pursuant to the terms of this Agreement or any of the Transaction Documents. (b) Effective upon the Closing, the Target Companies, on their own behalf and on behalf of their respective controlled Affiliates, present and former directors, managers, officers, agents, employees and representatives, assigns and any other Person claiming that may claim by, through or under any in the right of the foregoing (eachTarget Companies, a “Releasing Party”)hereby irrevocably waive, release, acquit release and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, advisors Seller and each of their respective successors and his Affiliates, heirs, successors, trustees, executors, administrators, assigns (the “Released Parties”), from any and all claims, actions, causes Liabilities of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every any kind or nature or descriptionwhatsoever, whether in his capacity as an equity holder, officer, director or manager of any Target Company or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected and whether arising hereunder or unsuspectedunder any other agreement or understanding or otherwise at law or equity, foreseen and the Target Companies shall not seek to recover any amounts or unforeseenany other remedy in connection therewith or thereunder from any of such released Persons; provided, actual or potentialhowever, whether existing as that the release described in this Section 6.11(b) shall not include a release of the Closing or arising from actions or omissions occurring prior Seller’s obligations to the Closing, that any Purchaser or the Target Companies pursuant to the terms of Releasing Party ever had, now has this Agreement or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreement, event or omission (or any circumstances existing) on or prior to the Closing Date. Notwithstanding the foregoing to the contrary, the release set forth in this Section 6.5 shall not apply to (a) any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or the Transaction Agreements or any claims arising out of the transactions contemplated by this Agreement or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, contribution, advancement of expenses or insurance coverage or protection that the Owners have or had pursuant to the Organizational Documents of the Company. Each of the Owners understands that this is a full and final general release of all liabilities, duties and obligations of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties to the extent relating to the matters in this Section 6.5Documents.

Waiver, Release and Discharge. Effective Except as of the Closing, except for (i) the Retained Rights and (ii) as expressly set forth in this Section 6.5Agreement or in any agreement delivered pursuant to or concurrently in connection with this Agreement, each of the Owners does hereby unconditionally Member for himself and irrevocably, on behalf of itself, and its Affiliates, shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors and each of their respective successors, assigns, and any other Person claiming by, through or under any of the foregoing his Affiliates (each, a “Releasing PartyPerson”), releasehereby irrevocably waives, acquit releases and forever discharge Holdco and discharges (i) the Company, the Company Subsidiaries, and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managersofficers and employees and (ii) the Buyer, representativesits Subsidiaries, employees, advisors and each of their respective successors directors and assigns officers (the collectively, “Released PartiesReleasees”), ) from any and all claims, actions, causes Liabilities and obligations to such Member of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every any kind or nature or descriptionwhatsoever, whether in his capacity as a Member hereunder, as a member, officer, director or employee of the Company or otherwise (including, without limitation, in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected and whether arising hereunder or unsuspectedunder any other agreement or understanding, foreseen at law or unforeseenequity, actual or potentialotherwise, whether in each case, based upon matters, facts and circumstances arising on or prior to Closing (collectively, the “Released Claims”) and no Member shall seek to recover any amounts in connection therewith or thereunder from the Company; provided, however, that, notwithstanding the foregoing, such Releasing Person is not releasing or discharging any Releasee from, and Released Claims expressly exclude, (i) any accrued but unpaid salary, wage, or other compensation as of the Closing Date accrued on the Closing Balance Sheet, (ii) any right or obligation expressly created by this Agreement or any agreement or document delivered in connection herewith, (iii) such Releasing Person’s rights to indemnification required under the Company’s organizational documents and such Releasing Person’s rights to indemnification under Section 6.14 (subject to, and without limiting in any manner, such Member’s obligations pursuant to Section 8.1(a) or Section 8.1(b)), (iv) non-waivable, statutory rights under Law, (v) the right to reimbursement of incurred but unpaid expenses in the Ordinary Course of Business to the extent specifically accrued on the Closing Balance Sheet, (vi) the rights under the Benefit Plans or Company insurance policies existing as of the Closing Date, or arising from actions (vii) the obligations of any insurer under any insurance policy. Each Member waives, and acknowledges and agrees that such Member shall not have and shall not exercise or omissions occurring prior assert (or attempt to exercise or assert), any right of subrogation, contribution, advancement, right of indemnity or other similar right or remedy against any Buyer Indemnified Party with respect to any claim brought by a Buyer Indemnified Party under this Agreement, other than any rights to indemnification required under the ClosingCompany’s organizational documents (subject to, and without limiting in any manner, such Member’s obligations pursuant to Section 8.1(a) or Section 8.1(b)) and provided, further, that any of Releasing Party ever had, now has or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreement, event or omission (or any circumstances existing) on or prior to the Closing Date. Notwithstanding the foregoing to the contrary, the release set forth nothing in this Section 6.5 8.7 shall not apply to limit the Members’ rights under Section 6.14 (a) any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or the Transaction Agreements or any claims arising out of the transactions contemplated by this Agreement or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, contribution, advancement of expenses or insurance coverage or protection that the Owners have or had pursuant to the Organizational Documents of the Company. Each of the Owners understands that this is a full and final general release of all liabilities, duties and obligations of any nature whatsoever, whether or not known, suspected or claimedprovided, that could have been asserted in any legal or equitable proceeding against such rights shall be limited to coverage under the Released Parties to the extent relating to the matters in this Section 6.5Run-off Policy).

Waiver, Release and Discharge. Effective as of at the ClosingEffective Time, except for (i) the Retained Rights and (ii) as expressly set forth in this Section 6.5Agreement and the exhibits hereto, each of the Owners does hereby unconditionally Significant Stockholder, for himself, herself or itself and irrevocablyhis, on behalf of itself, and her or its respective Affiliates, shareholdershereby irrevocably waives, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors releases and discharges (a) the Company and each of their respective successors, assigns, and any other Person claiming by, through or under any of the foregoing (each, a “Releasing Party”), release, acquit and forever discharge Holdco and the Company its Subsidiaries and their respective past and present shareholders, members, partners, equityholders, ownersdirectors, officers, employees, agents and attorneys, and (b) Parent and Merger Sub and their respective past and present directors, managers, representativesofficers, employees, advisors agents and each of their respective successors attorneys (collectively, (a) and assigns (b) are referred to as the “Released PartiesReleasees”), from any and all claims, actions, causes Liabilities to the undersigned of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands any kind or nature whatsoever and all consequences thereof, that exist or may have existed at or prior to the Effective Time of every nature or descriptionthe Merger, whether in his, her or its capacity as a stockholder or holder of other securities of the Company (and any derivative claims with respect thereto), or as an officer, director, advisor, consultant or employee of the Company, or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected whether under any agreement or unsuspectedunderstanding or at law or equity or otherwise (including under any federal or state securities laws), foreseen and no Significant Stockholder shall seek to recover any amounts in connection therewith or unforeseen, actual or potential, whether existing as of the Closing or arising thereunder from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released PartiesReleasees; provided, in law however, that the Parties acknowledge and agree that this Section 9.5 does not apply to, and shall not constitute a waiver, release or in equitydischarge of, as a result (i) any obligations of any act, transaction, agreement, event or omission (or any circumstances existing) on or prior to the Closing Date. Notwithstanding the foregoing to the contrary, the release released party set forth in this Section 6.5 shall not apply to Agreement or in any other agreement or instrument entered into in connection with the Closing, (aii) any rights, remedies, claims and causes of action related to the extent that such releasing party is a director or officer of the Company or any of its Subsidiaries, such releasing party’s right to any Damages in connection with indemnification obligations of Holdco the Company or the other Released Parties any of its Subsidiaries pursuant to the organizational documents of the Company and its Subsidiaries as in effect on the date of this Agreement or any Contracts between such releasing party and the Transaction Agreements Company or any claims arising out of its Subsidiaries as in effect on the transactions contemplated by date of this Agreement or (biii) the Retained Rights. The term “Retained Rights” means, with respect to the Owners, (A) if extent that such Owner releasing party is an employee of the CompanyCompany or any of its Subsidiaries, such Ownerreleasing party’s claims right to any salary or rights wages, and entitlements to accrued compensation for services rendered employee expense reimbursements and contributions to Benefit Plans, in each case to the Company in extent accrued, earned or otherwise due to such releasing party prior to the ordinary course Closing. This release includes but is not limited to any claims for tort, breach of business, (B) if such Owner is an employee of the Company, claims contract or rights to accrued compensation, benefits or other remuneration of the Ownersotherwise. Each Significant Stockholder waives, and acknowledges and agrees that he, she or it shall not have and shall not exercise or assert (C) or attempt to exercise or assert), any claim arising from any rights right of indemnification, contribution, right of indemnity, right of advancement of expenses or insurance coverage other similar right or protection that the Owners have or had pursuant to the Organizational Documents of remedy against the Company. Each of , Parent, Merger Sub and their respective Affiliates, directors, officers and employees, and, after the Owners understands that this is a full and final general release of all liabilitiesEffective Time, duties and obligations the Surviving Corporation, in connection with any actual or alleged breach of any nature whatsoeverrepresentation, whether warranty or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties to the extent relating to the matters obligation set forth in this Agreement or any claim for Damages under Section 6.59.1.

Waiver, Release and Discharge. (a) Effective as of the Closing, except for (i) the Retained Rights and (ii) as set forth in this Section 6.5, each of the Owners Seller does hereby unconditionally and irrevocablyirrevocably release, on behalf of itself, and its Affiliates, shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors and each of their respective successors, assigns, administrators and any other Person claiming byexecutors, through or under any of the foregoing (each, a “Releasing Party”), release, acquit waive and forever discharge Holdco and the Acquired Company and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, advisors and each of their respective successors and assigns Group (the “Released Parties”), from any and all claimsliabilities, actionsduties, causes of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereofobligations to Seller, of every any kind or nature or descriptionwhatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or potential, whether existing as of to the Closing or extent arising from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transactionomission, agreementevent, event or omission transaction occurring (or any circumstances existing) on or prior to Closing (with the Closing Date. Notwithstanding the foregoing to the contrary, the release set forth in this Section 6.5 shall not apply to (a) exception of any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to to, otherwise contemplated by, or arising under this Agreement or Agreement, the other Transaction Agreements Documents or any claims arising out Affiliate Contracts that shall remain in effect following the Closing in accordance with the provisions of the transactions contemplated by this Agreement or (b) the Retained RightsSection 7.17). The term “Retained Rights” means, with respect to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, contribution, advancement of expenses or insurance coverage or protection that the Owners have or had pursuant to the Organizational Documents of the Company. Each of the Owners Seller understands that this is a full and final general release of all liabilities, duties duties, and obligations of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties Parties, other than those reserved pursuant to the preceding sentence. (b) Effective as of the Closing, each of Buyer and each Acquired Company Group Member, on behalf of itself and its successors, assigns, administrators and executors, waives and forever discharges any individual who served as a director or officer of any Acquired Company Group Member at any time prior to the Closing (each, a “D&O Released Party”) from and against any and all liabilities, duties and obligations to Buyer or any Acquired Company Group Member of any kind or nature whatsoever, to the extent relating arising out of or pertaining to matters existing or occurring at or prior to the matters in this Section 6.5Closing and arising out of or pertaining to any D&O Released Party’s capacity as a director or officer of any Acquired Company Group Member, or status as such, whether asserted or claimed prior to, at or after the Closing Date to the fullest extent permitted by Law, except with respect to claims based on fraud.

Waiver, Release and Discharge. Effective as Each of the ClosingInstitutional Equityholders (solely in its capacity as an Equityholder) and Seller, except for CODI and each Management Equityholder (i) in any capacity whatsoever (including, without limitation, in respect of rights of contribution or indemnification)), subject to the Retained Rights and (ii) as exclusions set forth in this Section 6.5below, on his, her or its own behalf and on behalf of his, her or its respective heirs, successors, trustees, executors, administrators, assigns and any other Person that may claim by, through or under Seller or such Equityholder, hereby irrevocably waives, releases and discharges Buyer, each of the Owners does hereby unconditionally and irrevocably, on behalf of itself, and its Affiliates, shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors Companies and each of their respective successors, assigns, present and any other Person claiming by, through or under any of the foregoing (each, a “Releasing Party”), release, acquit and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, ownersformer directors, officers, directorsagents, managers, representatives, employees, advisors employees and each of their respective successors and assigns (the “Released Parties”), representatives from any and all claims, demands, damages, actions, proceedings, causes of action, suitsdebts and other Liabilities Seller or any such Equityholder may have against Buyer or any of the Companies of any kind or nature whatsoever, rightsin each case whether absolute or contingent, debtsliquidated or unliquidated, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every nature or description, whether known or unknown, suspected or unsuspectedotherwise, foreseen or unforeseenin each case, actual or potential, whether existing as of the Closing or arising from actions Liabilities existing or omissions occurring incurred prior to the Closing, that date hereof or otherwise in respect of or relating to any of Releasing Party ever had, now has event occurring or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreement, event or omission (or any circumstances existing) existing on or prior to the Closing Datedate hereof and neither Seller nor any Equityholder shall seek to recover any amounts in connection therewith or thereunder from Buyer or any of the Companies, other than Buyer’s obligations under this Agreement, any Transaction Document or any other agreement contemplated hereby or entered into connection herewith (including, without limitation, the Amended and Restated Limited Liability Company Agreement of Parent and each Parent Investor’s Unit Purchase Agreement and all agreements or other instruments contemplated thereby). Notwithstanding the foregoing foregoing, nothing herein shall be a release or waiver of any of the rights of any Management Equityholder to the contrary, the release set forth in this Section 6.5 shall not apply to (a) any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or the Transaction Agreements compensation or any claims other benefits arising out of the transactions contemplated by this Agreement or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of businesshis or her employment with any of the Companies or in connection with the transactions contemplated hereby, (B) if including, but not limited to, accrued but unpaid vacation, base salary or bonus, benefits under employee benefit plans, or other perquisites otherwise due to any such Owner is Management Equityholder as an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration any of the OwnersCompanies as of the Closing Date, and (C) any claim arising from or any rights of indemnification, contribution, advancement such Management Equityholder for indemnification as an officer or director of expenses or insurance coverage or protection that any of the Owners have or had pursuant to Companies arising under the Organizational Documents of the Company. Each any of the Owners understands that this is a full and final general release Companies, the law or otherwise. For the avoidance of all liabilitiesdoubt, duties and obligations no Equityholder shall be liable for the breach of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties to the extent relating to the matters in this Section 6.57.5 by the Seller or any other Equityholder.

Waiver, Release and Discharge. Effective as Subject to the Closing of the Closing, except for (i) the Retained Rights and (ii) as transactions set forth in this Section 6.5herein, each of the Owners Seller does hereby unconditionally and irrevocablyirrevocably release, on behalf of itself, and its Affiliates, shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors and each of their respective successors, assigns, representatives serving on the board of directors of the Company, administrators, executors and employees and any other Person person or entity claiming by, through through, or under any of the foregoing (eachforegoing, a “Releasing Party”), release, acquit waive and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, advisors and each of their respective successors and assigns (the “Released Parties”), from any and all claimsLiabilities to Seller of any kind or nature whatsoever, actions, causes of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every nature arising directly or description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or potential, whether existing as of the Closing or arising indirectly from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreementomission, event or omission transaction occurring (or any circumstances existing) on or prior to the Closing Date. Notwithstanding date hereof (with the foregoing to the contrary, the release set forth in this Section 6.5 shall not apply to (a) exception of any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties Company pursuant to this Agreement or and the other Transaction Agreements or Documents), including any claims and all of the foregoing arising out of or relating to (i) Seller’s capacity as a current or former stockholder, optionholder or agent of the transactions contemplated by this Agreement Company or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Ownersany of its Affiliates, (Aii) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, indemnification or contribution, advancement of expenses or insurance coverage or protection that the Owners have or had whether pursuant to the Organizational Documents Company’s certificate of incorporation, bylaws, contract, applicable Law or otherwise or (iii) any contract, agreement or other arrangement (except this Agreement and the other Transaction Documents) entered into or established prior to the date hereof, including any stockholders agreements, employment agreements, previous noncompetition agreements, indemnification or contribution agreements (with the effect that any Liability or obligation of the CompanyCompany under any such contract, agreement or other arrangement, including any provision purporting to survive termination of such contract, agreement or other arrangement and without regard to any notice requirement thereunder, is hereby terminated in its entirety). Each of the Owners Seller understands that this is a full and final general release of all liabilities, duties and obligations Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties Company, other than those reserved pursuant to the extent relating to the matters in this Section 6.5preceding sentence.