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 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 upon 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 irrevocablyIndemnifying Equityholder, on behalf of itselfhimself or itself and such Person’s successors and assigns, hereby forever fully and its Affiliatesirrevocably waives, shareholdersreleases and discharges the Company, membersBuyer and their respective predecessors, partnerssuccessors, equityholdersdirect or indirect subsidiaries, owners, officersaffiliates and past and present stockholders, directors, managers, representativesofficers, employees, agents, advisors and each of their respective successorsrepresentatives (collectively, 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 liabilities and obligations to such Indemnifying Equityholder of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses any kind or nature whatsoever (including legal fees) and demands whatsoever and all consequences thereofin respect of rights of contribution or indemnification), of every nature in each case whether absolute or descriptioncontingent, whether 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 which arise out of or unforeseen, actual relate to the Company or potential, whether existing as such Indemnifying Equityholder’s ownership of the Closing or arising Company’s equity securities (including Options) (collectively, the “Released Claims”), and each Indemnifying Equityholder shall not seek to recover any amounts in connection with any Released Claim 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 preceding sentence of this Section 8.2(h), “Released Claims” does not include, and the contrary, provisions of this Section 8.2(h) shall not release or otherwise diminish the release obligations of Buyer or the Company expressly set forth in this Section 6.5 shall not apply to (ai) any rights, remedies, claims and causes provisions of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or the Transaction Agreements other agreements contemplated hereby, (ii) any employment, severance, change-in-control or similar agreement between the Company and any Indemnifying Equityholder or any claims arising out Employee Benefit Plan; provided that a true, correct and complete copy of such agreement or Employee Benefit Plan has been made available to Buyer, or (iii) subject to Section 8.2(i), the provisions of the transactions contemplated by this Agreement Company’s articles of incorporation or (b) by-laws as of the Retained Rights. The term “Retained Rights” means, date hereof with respect to the Ownersindemnification of directors, (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, officers 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 6.5employees.

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.