Common use of Waiver; Release Clause in Contracts

Waiver; Release. (a) Effective as of the Closing, Buyer, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer Releasor.

Waiver; Release. (a) Effective as By executing this Agreement, each Quantum Party hereby (i) acknowledges that each of TME, R2G and PAG has duly performed their respective obligations with respect to the Closingpayment of acquisition consideration (in the form of cash, Buyershares or otherwise) to the Quantum Parties under the R2G Agreement in accordance with the terms thereof; (ii) waives and releases each of TME, for itself and its Subsidiaries R2G, PAG and their respective successorsAffiliates from any and all actions, assignscauses of action, officerssuits, directorsdisputes, managersindebtedness, partners and employees or any sums of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”)money, hereby fully and irrevocablyaccounts, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demandsliabilities, obligations, liabilitiesspecialties, defensescovenants, affirmative defensesrights, setoffscontroversies, counterclaimsagreements, Actions promises, damages, losses, judgments, claims and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) demands (each, a “Seller ReleaseeReleased Claim”), which such Quantum Party ever had, now has or hereafter may have against any of TME, R2G, PAG or their respective Affiliates for or by reason of any matter or cause that existed at or prior to the extent Closing arising out ofof or relating to the R2G Agreement, based uponany agreement, commitment or arrangement entered into in connection therewith, or resulting from the Business, issuance or transfer of the Transferred EntitiesShares to such Quantum Party, any interest, title or right therein, or any Quantum Party’s entitlement to such Transferred Shares; (iii) agrees not to bring, join or otherwise participate in any such Released Claim against any of TME, R2G, PAG or their respective Affiliates; and (iv) waives any right of participation, preemptive right, notice or veto right, or other similar rights, contractual or otherwise, that it may have by virtue of holding the Transferred Assets, Shares or any other Ordinary Shares in respect of any transaction completed by TME or any of its Controlled Affiliates prior to the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Releasees under the terms execution and delivery of this Agreement, any other Transaction Documentincluding those referenced or contemplated in TME’s shareholders agreement, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees as amended and restated from time to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer Releasortime.