Common use of Waiver, Release and Discharge Clause in Contracts

Waiver, Release and Discharge. Except as expressly set forth in this Agreement, each of the Stockholders, in each case for itself and its Affiliates, hereby irrevocably waives, releases and discharges the Company and each of its Subsidiaries, the Buyer and their respective Affiliates, directors, officers and employees from any and all Liabilities and obligations to such Indemnifying Securityholder of any kind or nature whatsoever, whether in its capacity as an Indemnifying Securityholder hereunder, as a stockholder, option holder, officer, director or employee of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise, and no Indemnifying Securityholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrument, (ii) 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 the Company or 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 Company or any of its Subsidiaries as in effect on the date of this Agreement or (iii) to the extent that such releasing party is an employee of the Company or any of its Subsidiaries, such releasing party’s right to any salary or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing party prior to the Closing. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries or the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreement.

Waiver, Release and Discharge. Except as expressly set forth in this AgreementEffective upon the Closing, each Indemnifying Equityholder, on behalf of the Stockholders, in each case for himself or itself and its Affiliatessuch Person's successors and assigns, hereby forever fully and irrevocably waives, releases and discharges the Company and each of its SubsidiariesCompany, the Buyer and their respective Affiliatespredecessors, successors, direct or indirect subsidiaries, affiliates and past and present stockholders, directors, officers officers, employees, agents, and employees representatives (collectively, the “Released Parties”) from any and all Liabilities liabilities and obligations to such Indemnifying Securityholder Equityholder of any kind or nature whatsoever, whether in its capacity as an Indemnifying Securityholder hereunder, as a stockholder, option holder, officer, director or employee of the Company or any of its Subsidiaries or otherwise whatsoever (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, understanding or otherwise at law or equity, which arise out of or otherwiserelate to the Company or such Indemnifying Equityholder's ownership of the Company's equity securities (including Options) (collectively, the “Released Claims”), and no each Indemnifying Securityholder Equityholder shall not seek to recover any amounts in connection therewith with any Released Claim from any of the Released Parties. Notwithstanding the preceding sentence of this Section 8.2(h), “Released Claims” does not include, and the provisions of this Section 8.2(h) shall not release or thereunder from otherwise diminish the obligations of Buyer or the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, expressly set forth in (i) any obligations provisions of any released party set forth in this Agreement or in any the other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrumentagreements contemplated hereby, (ii) to the extent that such releasing party is a director any employment, severance, change-in-control or officer of the Company or any of its Subsidiaries, such releasing party’s right to any Damages in connection with indemnification obligations of the Company or any of its Subsidiaries pursuant to the organizational documents of similar agreement between the Company and its Subsidiaries as in effect on the date of this Agreement any Indemnifying Equityholder or any Contracts between Employee Benefit Plan; provided that a true, correct and complete copy of such releasing party and the Company agreement or any of its Subsidiaries as in effect on the date of this Agreement Employee Benefit Plan has been made available to Buyer, or (iii) subject to Section 8.2(i), the 52 provisions of the Company's articles of incorporation or by-laws as of the date hereof with respect to the extent that such releasing party is an employee indemnification of the Company or any of its Subsidiariesdirectors, such releasing party’s right to any salary or wages, officers and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing party prior to the Closingemployees. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or asserti), any right of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries or the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreement.

Waiver, Release and Discharge. Except Each Seller does hereby unconditionally and irrevocably release, waive and forever discharge, as expressly set forth in this Agreementof the Closing Date, each of the StockholdersCompany, in each case for itself the Subsidiary and its Affiliates, hereby irrevocably waives, releases and discharges the Company Buyer and each of its Subsidiaries, the Buyer their past and their respective Affiliates, present directors, officers officers, employees, agents, stockholders, insurers and employees Affiliates (the “Buyer Released Parties”), from any and all Liabilities and obligations to such Indemnifying Securityholder Seller of any kind or nature whatsoever, whether in its arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) on or prior to the Closing Date (with the exception of any obligations of the Released Parties pursuant to this Agreement and the other agreements contemplated hereby), including any and all of the foregoing arising out of or relating to (i) such Seller’s capacity as an Indemnifying Securityholder hereunder, as a current or former stockholder, option holder, officer, director optionholder or employee agent of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise, and no Indemnifying Securityholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrumentSubsidiary, (ii) to the extent that such releasing party is a director any rights of indemnification or officer of the Company or any of its Subsidiariescontribution, such releasing party’s right to any Damages in connection with indemnification obligations of the Company or any of its Subsidiaries whether pursuant to the organizational documents Released Parties’ certificate of incorporation, bylaws, contracts, 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 Closing Date, including any stockholders agreements, employment agreements, previous noncompetition agreements, indemnification or contribution agreements (with the effect that any Liability or obligation of the Company and the Subsidiary 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 Subsidiaries as in effect on the date of this Agreement or any Contracts between such releasing party entirety). The Sellers understand and the Company or any of its Subsidiaries as in effect on the date of this Agreement or (iii) agree that, other than with respect to the extent that such releasing party is an employee obligations of the Company Buyer Released Parties arising under this Agreement, the other agreements contemplated hereby, this is a full and final general release of all Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any of its Subsidiaries, such releasing party’s right to any salary legal or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to equitable proceeding against the extent accrued, earned Buyer Released Parties on or otherwise due to such releasing party prior to the ClosingClosing Date. Each of Notwithstanding the Stockholders waivesforegoing, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries or the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth nothing contained in this AgreementSection 7.6 shall release, waive or discharge any Liability owed by any Buyer Released Party to a Seller for earned and unpaid salary or bonuses, benefits under any Company Benefit Plan or any employment related expenses incurred in the ordinary course of business.

Waiver, Release and Discharge. Except as expressly set forth in this AgreementEffective upon the Closing, each Indemnifying Equityholder, on behalf of the Stockholders, in each case for himself or itself and its Affiliatessuch Person's successors and assigns, hereby forever fully and irrevocably waives, releases and discharges the Company and each of its SubsidiariesCompany, the Buyer and their respective Affiliatespredecessors, successors, direct or indirect subsidiaries, affiliates and past and present stockholders, directors, officers officers, employees, agents, and employees representatives (collectively, the “Released Parties”) from any and all Liabilities liabilities and obligations to such Indemnifying Securityholder Equityholder of any kind or nature whatsoever, whether in its capacity as an Indemnifying Securityholder hereunder, as a stockholder, option holder, officer, director or employee of the Company or any of its Subsidiaries or otherwise whatsoever (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, understanding or otherwise at law or equity, which arise out of or otherwiserelate to the Company or such Indemnifying Equityholder's ownership of the Company's equity securities (including Options) (collectively, the “Released Claims”), and no each Indemnifying Securityholder Equityholder shall not seek to recover any amounts in connection therewith with any Released Claim from any of the Released Parties. Notwithstanding the preceding sentence of this Section 8.2(h), “Released Claims” does not include, and the provisions of this Section 8.2(h) shall not release or thereunder from otherwise diminish the obligations of Buyer or the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, expressly set forth in (i) any obligations provisions of any released party set forth in this Agreement or in any the other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrumentagreements contemplated hereby, (ii) to the extent that such releasing party is a director any employment, severance, change-in-control or officer of the Company or any of its Subsidiaries, such releasing party’s right to any Damages in connection with indemnification obligations of the Company or any of its Subsidiaries pursuant to the organizational documents of similar agreement between the Company and its Subsidiaries as in effect on the date of this Agreement any Indemnifying Equityholder or any Contracts between Employee Benefit Plan; provided that a true, correct and complete copy of such releasing party and the Company agreement or any of its Subsidiaries as in effect on the date of this Agreement Employee Benefit Plan has been made available to Buyer, or (iii) subject to Section 8.2(i), the provisions of the Company's articles of incorporation or by-laws as of the date hereof with respect to the extent that such releasing party is an employee indemnification of the Company or any of its Subsidiariesdirectors, such releasing party’s right to any salary or wages, officers and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing party prior to the Closing. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries or the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreementemployees.

Waiver, Release and Discharge. Except as expressly Subject to the Closing of the transactions set forth in this Agreementherein, each Seller does hereby unconditionally and irrevocably release, on behalf of itself, and its successors, assigns, representatives serving on the board of directors of the StockholdersCompany, in each case for itself administrators, executors and its Affiliatesemployees and any other person or entity claiming by, hereby irrevocably waivesthrough, releases or under any of the foregoing, waive and discharges forever discharge the Company and each of its Subsidiaries, the Buyer and their respective Affiliates, directors, officers and employees from any and all Liabilities and obligations to such Indemnifying Securityholder Seller of any kind or nature whatsoever, whether in its arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) on or prior to the date hereof (with the exception of any obligations of the Company pursuant to this Agreement and the other Transaction Documents), including any and all of the foregoing arising out of or relating to (i) Seller’s capacity as an Indemnifying Securityholder hereunder, as a current or former stockholder, option holder, officer, director optionholder or employee agent of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise, and no Indemnifying Securityholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrumentAffiliates, (ii) to the extent that such releasing party is a director any rights of indemnification or officer of the Company or any of its Subsidiariescontribution, such releasing party’s right to any Damages in connection with indemnification obligations of the Company or any of its Subsidiaries whether pursuant to the organizational documents Company’s certificate of the Company and its Subsidiaries as in effect on the date of this Agreement incorporation, bylaws, contract, applicable Law or any Contracts between such releasing party and the Company or any of its Subsidiaries as in effect on the date of this Agreement otherwise or (iii) any contract, agreement or other arrangement (except this Agreement and the other Transaction Documents) entered into or established prior to the extent date hereof, including any stockholders agreements, employment agreements, previous noncompetition agreements, indemnification or contribution agreements (with the effect that such releasing party is an employee any Liability or obligation of the Company under any such contract, agreement or other arrangement, including any provision purporting to survive termination of its Subsidiariessuch contract, such releasing party’s right agreement or other arrangement and without regard to any salary notice requirement thereunder, is hereby terminated in its entirety). Seller understands that this is a full and final general release of all Liabilities of any nature whatsoever, whether or wagesnot known, and entitlements to employee expense reimbursements and contributions to Benefit Planssuspected or claimed, that could have been asserted in each case to the extent accrued, earned any legal or otherwise due to such releasing party prior to the Closing. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy equitable proceeding against the Company, any of its Subsidiaries or other than those reserved pursuant to the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreementpreceding sentence.

Waiver, Release and Discharge. Except as expressly set forth in this Agreement, each Each of the Stockholders, in each case for itself and its Affiliates, hereby irrevocably waives, releases and discharges the Company and each of its Subsidiaries, the Buyer and their respective Affiliates, directors, officers and employees from any and all Liabilities and obligations to such Indemnifying Securityholder of any kind or nature whatsoever, whether Institutional Equityholders (solely in its capacity as an Indemnifying Securityholder hereunderEquityholder) and Seller, as a stockholderCODI and each Management Equityholder (in any capacity whatsoever (including, option holderwithout limitation, officer, director or employee of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification)), subject to the exclusions set forth below, 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 Companies and each of their respective present and former directors, officers, agents, employees and representatives from any and all claims, demands, damages, actions, proceedings, causes of action, debts and other Liabilities Seller or any such Equityholder may have against Buyer or any of the Companies of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise, in each case, arising from Liabilities existing or incurred prior to the date hereof or otherwise in respect of or relating to any event occurring or circumstances existing on or prior to the date hereof and no Indemnifying Securityholder neither Seller nor any Equityholder shall seek to recover any amounts in connection therewith or thereunder from the Company Buyer or any of its Subsidiaries; providedthe Companies, howeverother than Buyer’s obligations under this Agreement, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release any Transaction Document or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement contemplated hereby or instrument 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, nothing herein shall be a release or waiver of any of the rights of any Management Equityholder to compensation or any other benefits arising in the ordinary course of his or her employment with any of the Companies or in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement)transactions contemplated hereby, subject to the limitations and conditions provided in this Agreement including, but not limited to, accrued but unpaid vacation, base salary or such applicable agreement bonus, benefits under employee benefit plans, or instrument, (ii) 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 other perquisites otherwise due to any Damages in connection with indemnification obligations of the Company or any of its Subsidiaries pursuant to the organizational documents of the Company and its Subsidiaries such Management Equityholder as in effect on the date of this Agreement or any Contracts between such releasing party and the Company or any of its Subsidiaries as in effect on the date of this Agreement or (iii) to the extent that such releasing party is an employee of any of the Company Companies as of the Closing Date, or any rights of its Subsidiaries, such releasing party’s right to Management Equityholder for indemnification as an officer or director of any salary or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing party prior to the Closing. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right Companies arising under the Organizational Documents of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries the Companies, the law or otherwise. For the Buyer in connection with any actual or alleged avoidance of doubt, no Equityholder shall be liable for the breach of this Section 7.5 by the Seller or any representation, warranty or obligation of any Seller Party set forth in this Agreementother Equityholder.

Waiver, Release and Discharge. Except Seller does hereby unconditionally and irrevocably release, waive and forever discharge, as expressly set forth of the Closing Date, the Company and, solely in this Agreementeach person’s capacity as such, each of the Stockholders, in each case for itself its past and its Affiliates, hereby irrevocably waives, releases and discharges the Company and each of its Subsidiaries, the Buyer and their respective Affiliates, present directors, officers officers, employees, agents and employees insurers (the “Company Released Parties”), from any and all Liabilities and obligations to such Indemnifying Securityholder Seller of any kind or nature whatsoever, whether in its capacity as an Indemnifying Securityholder hereunderarising directly or indirectly from any act, as a stockholderomission, option holder, officer, director event or employee transaction occurring (or any circumstances existing) on or prior to the Closing Date (with the exception of any obligations of the Company Released Parties pursuant to this Agreement and the other agreements contemplated hereby), arising out of or relating to (i) Seller’s capacity as a current or former stockholder of the Company, (ii) any rights of indemnification or contribution, whether pursuant to the Company Released Parties’ certificate of incorporation, bylaws, contracts, applicable law or otherwise or (iii) any contract, agreement or other arrangement (except this Agreement, the agreements set forth on Schedule 5.5 and the other agreements contemplated hereby and thereby and, with respect to any employees of the Company, any agreements or arrangements solely to the extent applicable to the business of Seller or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any affiliates other agreement or understanding, at law or equity, or otherwise, and no Indemnifying Securityholder shall seek to recover any amounts in connection therewith or thereunder from than the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, (iCompany) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection or established prior to the Closing Date, including any stockholders, indemnification or contribution agreements (with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement effect that any Liability or such applicable agreement or instrument, (ii) to the extent that such releasing party is a director or officer obligation of the Company under any such contract, agreement or other arrangement, including any provision purporting to survive termination of its Subsidiariessuch contract, such releasing party’s right agreement or other arrangement and without regard to any Damages notice requirement thereunder, is hereby terminated in connection its entirety). Seller understands and agrees that, other than with indemnification respect to obligations of the Company Released Parties arising under this Agreement and the other agreements contemplated hereby, this is a full and final general release of all Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any of its Subsidiaries pursuant to the organizational documents of legal or equitable proceeding against the Company and its Subsidiaries as in effect on the date of this Agreement or any Contracts between such releasing party and the Company or any of its Subsidiaries as in effect on the date of this Agreement or (iii) to the extent that such releasing party is an employee of the Company or any of its Subsidiariesor, such releasing party’s right to any salary or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, solely in each case to the extent accruedsuch person’s capacity as a past or present director, earned officer, employee, agent or otherwise due to such releasing party prior to the Closing. Each insurer of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries other Company Released Party on or prior to the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this AgreementClosing Date.

Waiver, Release and Discharge. Except Effective at the Effective Time, except as expressly set forth in this AgreementAgreement and the exhibits hereto, each of the StockholdersSignificant Stockholder, in each case for himself, herself or itself and his, her or its respective Affiliates, hereby irrevocably waives, releases and discharges (a) the Company and each of its Subsidiaries, the Buyer Subsidiaries and their respective Affiliates, past and present directors, officers officers, employees, agents and employees attorneys, and (b) Parent and Merger Sub and their respective past and present directors, officers, employees, agents and attorneys (collectively, (a) and (b) are referred to as the “Releasees”), from any and all Liabilities and obligations to such Indemnifying Securityholder the undersigned of any kind or nature whatsoeverwhatsoever that exist or may have existed at or prior to the Effective Time of the 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 Indemnifying Securityholder hereunder, as a stockholder, option holder, officer, director director, advisor, consultant or employee of the Company Company, or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification)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, understanding or at law or equity, equity or otherwiseotherwise (including under any federal or state securities laws), and no Indemnifying Securityholder Significant Stockholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiariesthe Releasees; provided, however, that the Parties acknowledge and agree that this Section 9.9 9.5 does not apply to, and shall not constitute a waiver, release or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrumentClosing, (ii) 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 the Company or 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 Company or any of its Subsidiaries as in effect on the date of this Agreement or (iii) to the extent that such releasing party is an employee of the Company or any of its Subsidiaries, such releasing party’s right to any salary or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing party prior to the Closing. This release includes but is not limited to any claims for tort, breach of contract or otherwise. Each of the Stockholders Significant Stockholder waives, and acknowledges and agrees that no Indemnifying Securityholder may he, she or it shall not have or may and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity indemnity, right of advancement of expenses or other similar right or remedy against the Company, any of its Subsidiaries or Parent, Merger Sub and their respective Affiliates, directors, officers and employees, and, after the Buyer Effective Time, the Surviving Corporation, in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this AgreementAgreement or any claim for Damages under Section 9.1.

Waiver, Release and Discharge. Except as expressly set forth in this AgreementSeller do hereby unconditionally and irrevocably release, each on behalf of itself, and its successors, assigns, representatives serving on the board of directors of the StockholdersCompany, in each case for itself administrators, executors and its Affiliatesemployees and any other person or entity claiming by, hereby irrevocably waivesthrough, releases or under any of the foregoing, waive and discharges forever discharge the Company and Buyer, and each of its Subsidiaries, the Buyer their past and their respective Affiliates, present directors, officers officers, employees, agents, stockholders, insurers and employees Affiliates (the “Released Parties”), from any and all Liabilities and obligations to such Indemnifying Securityholder Seller of any kind or nature whatsoever, whether in its arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) on or prior to the date hereof (with the exception of any obligations of the Released Parties pursuant to this Agreement and the other Transaction Documents), including any and all of the foregoing arising out of or relating to (i) Seller’s capacity as an Indemnifying Securityholder hereunder, as a current or former stockholder, option holder, officer, director optionholder or employee agent of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise, and no Indemnifying Securityholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrumentAffiliates, (ii) any rights of indemnification or contribution, whether pursuant to the Released Parties’ certificate of incorporation, bylaws, contract, applicable law or otherwise (except to the extent that such releasing party is a director or officer of the Company proceeds of any tail policy for directors and officers liability insurance that is obtained at or any of its Subsidiaries, such releasing party’s right prior to any Damages in connection with indemnification obligations of the Closing by the Company or 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 Company or any of its Subsidiaries as in effect on the date of this Agreement “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 extent date hereof, including any stockholders agreements, employment agreements, previous noncompetition agreements, indemnification or contribution agreements (with the effect that such releasing party is an employee any Liability or obligation of the Company under any such contract, agreement or other arrangement, including any provision purporting to survive termination of its Subsidiariessuch contract, such releasing party’s right agreement or other arrangement and without regard to any salary notice requirement thereunder, is hereby terminated in its entirety). Seller understand that this is a full and final general release of all Liabilities of any nature whatsoever, whether or wagesnot known, and entitlements to employee expense reimbursements and contributions to Benefit Planssuspected or claimed, that could have been asserted in each case any legal or equitable proceeding against the Released Parties, other than those reserved pursuant to the extent accrued, earned or otherwise due to such releasing party prior to the Closing. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, any of its Subsidiaries or the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreementpreceding sentence.

Waiver, Release and Discharge. Except as expressly set forth In consideration for the portion of the Purchase Price to be received by each Shareholder, and any other consideration to be received by such Shareholder in connection with this AgreementAgreement and the transactions contemplated hereby, effective from and after the Closing Date, each of the Stockholders, in each case for itself and its Affiliates, Shareholder hereby irrevocably waives, releases and discharges the Company and each of its Subsidiaries, the Buyer and their respective Affiliates, directors, officers officers, employees, agents and employees Affiliates (as of before the Closing), and the respective heirs, successors and assigns of the foregoing Persons from any and all Liabilities and obligations to such Indemnifying Securityholder Shareholder of any kind or nature whatsoever, whether in its capacity as an Indemnifying Securityholder hereunder, as a stockholder, option holder, officer, director or employee shareholder of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification)Company, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, understanding or otherwise at law or equity, or otherwise, and no Indemnifying Securityholder Shareholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its SubsidiariesPurchaser; provided, however, that the Parties acknowledge foregoing waiver, release and agree that this Section 9.9 does discharge shall not apply to, and shall not constitute a waiver, release or discharge of, : (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject Liabilities to the limitations and conditions provided in this Agreement or such applicable agreement or instrument, (ii) 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 the Company or any of its Subsidiaries Shareholder arising pursuant to the organizational documents of the Company and its Subsidiaries as in effect on the date terms of this Agreement or the Escrow Agreement; (ii) any Contracts between accrued but unpaid compensation and benefits arising from such releasing party and the Company or any of its Subsidiaries Shareholder’s capacity as in effect on the date of this Agreement or (iii) to the extent that such releasing party is an employee of the Company on or prior to the Closing Date provided that such accrued but unpaid compensation and benefits are included in the calculation of Working Capital; and (iii) Liabilities to such Shareholder for reimbursement in accordance with the Company’s policies of reasonable business expenses incurred prior to the Closing provided that such Liabilities are included in the calculation of Working Capital. Effective from and after the Closing Date, each Shareholder hereby agrees that in no event shall the Company or Purchaser or any of its Subsidiariestheir respective directors, such releasing party’s right officers, employees, agents and Affiliates, and the respective heirs, successors and assigns of the foregoing Persons, have any Liability to any salary of the Shareholders whatsoever for any Breaches of the representations, warranties, agreements or wagescovenants of the Company hereunder, and entitlements none of the Shareholders shall in any event seek contribution from the Company for any Breaches of the representations, warranties, agreements or covenants of the Company. Without limiting the foregoing, effective upon delivery by Purchaser of the Purchase Price, each Shareholder hereby irrevocably waives, releases and discharges the Company and Purchaser (x) from all right or title to, or interest in, any Stock or other capital stock or equity securities of the Company or options, warrants, rights, contracts, calls, puts, rights to employee expense reimbursements subscribe, conversion rights or other Contracts providing for the issuance, disposition or acquisition of any of the capital stock or other equity securities of the Company which such Shareholder may have as of the Closing Date (after consummation of the transactions contemplated hereby), and contributions such Shareholder explicitly agrees to Benefit Plansthe immediate termination and forfeiture, as of the Closing Date (after consummation of the transactions contemplated hereby), to any such options, warrants or other rights to acquire any Stock (whether or not earned or exercisable) and (y) from any and all Liabilities to such Shareholder as the result of, in each case connection with, relating to the extent accruedor incidental to or by virtue of any claim by such Shareholder that such Shareholder, earned or otherwise due to such releasing party prior to the Closing. Each as of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or assert Closing Date (or attempt to exercise or assertafter consummation of the transactions contemplated hereby), owns or has any right of contributionor title to, right of indemnity or interest in, any Stock or other similar right capital stock or remedy against equity securities of the Company or options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other Contracts providing for the issuance, disposition or acquisition of any of the capital stock or other equity securities of the Company, any of its Subsidiaries or the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreement.