Common use of Holder Release Clause in Contracts

Holder Release. Conditioned upon and effective as of the Closing, the Holder, as an inducement to Sellers to enter into the Purchase Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby fully and completely forever releases and discharges the Sellers, the Company and their respective current and former Affiliates and all of their respective past or present stockholders, partners, members, officers, directors, employees and representatives and each of their respective heirs, executors, predecessors, successors and assigns (collectively, the “Releasees”), from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, expenses, executions, affirmative defenses, demands and other obligations or liabilities whatsoever, in law or equity, whether known or unknown to the Holder, fixed or contingent, which the Holder ever had, now have or may have against any of the Releasees, based on or arising out of any matter, cause, act or omission whatsoever, occurring or existing at any time up to and including the Closing, including, without limitation, for, upon, or by reason of any action, omission, event, occurrence or circumstance related to the operation of the business of the Company or its Subsidiaries or the Business that has occurred prior to the Closing; provided, however, that the foregoing shall not release any Person from (i) any obligation of such Person under any provision of the Purchase Agreement or any other Ancillary Agreement arising before or after the Closing, (ii) any claims for indemnification or for advancement or reimbursement of expenses as a past or present officer or director under the Company’s organizational documents or under applicable Law or (iii) relating to salary, bonuses, severance, change of control or retention compensation or accrued vacation or other paid time off, any other employee or director compensation and/or benefits, and unreimbursed expenses. The foregoing release is conditioned upon the consummation of the transactions as contemplated in the Purchase Agreement, and shall become null and void, and shall have no effect whatsoever, without any action on the part of any person or entity, upon termination of the Purchase Agreement for any reason.

Holder Release. Conditioned upon and effective (i) Effective as of the Closingreceipt by Holder of the Outstanding Balance as contemplated herein, the Holder, as an inducement to Sellers to enter into the Purchase Agreement for itself and for other good and valuable consideration, the receipt and adequacy on behalf of which are hereby acknowledged, hereby fully and completely forever releases and discharges the Sellers, the Company and their respective current and former Affiliates and all of their respective past or present stockholders, partners, members, officers, directors, employees and representatives and each of their respective heirs, executors, predecessorsits Affiliates, successors and assigns (collectively, the “ReleaseesHolder Releasing Parties”), hereby fully, unconditionally and irrevocably waives, releases and forever discharges, acquits and holds harmless each of the Company, IGI, LVKI and their respective Affiliates, successors and assigns (the “Company Released Parties”) from any and all claims, actions, causes of action, suits, debtscharges, duesdemands, sums losses, costs, expenses (including attorneys’ fees and expenses), obligations, liabilities and/or damages of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, expenses, executions, affirmative defenses, demands every kind and other obligations or liabilities whatsoever, in law or equitynature whatsoever (including under applicable law), whether now existing, known or unknown to the Holderunknown, suspected or unsuspected, fixed or contingent, which relating in any way, directly or indirectly, to the Note, the other Existing Agreements, the Warrants and the Surviving Provisions, that any of such the Holder ever had, Releasing Parties may now have or may hereafter claim to have against any of the ReleaseesCompany Released Parties, in each case based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking place on or arising out of any matterbefore the date hereof (collectively, causethe “Holder Released Claims”); excluding, act or omission whatsoeverhowever, occurring or existing at any time up to and including the Closing, including, without limitation, for, upon, or by reason of any action, omission, event, occurrence or circumstance related to the operation of the business obligations of the Company or its Subsidiaries or the Business that has occurred prior arising from and relating to the Closing; provided, however, that the foregoing shall not release any Person from (i) any obligation of such Person under any provision of the Purchase Agreement or any other Ancillary Agreement arising before or period after the Closingdate hereof under the Warrants and the Surviving Provisions, which remain outstanding and in full force and effect in accordance with and subject to their respective terms. (ii) The Holder further covenants and agrees to never assert, commence or join in the pursuit of, or to encourage or solicit the assertion, commencement or pursuit of any claims for indemnification Holder Released Claim against any Company Released Party in any sort of proceeding before any governmental body or for advancement any arbitrator of any nature. If any governmental body or reimbursement arbitrator of expenses as any nature assumes jurisdiction over any proceeding against any Company Released Party on behalf of a past Holder Releasing Party, such party will promptly after becoming aware of same request that such governmental body or present officer arbitrator withdraw from or director under the Company’s organizational documents or under applicable Law or dismiss with prejudice any such proceeding. (iii) relating The Holder represents and warrants that (1) no Holder Releasing Party has commenced any proceeding against any of the Company Released Parties with respect to salaryany Holder Released Claims, bonuses(2) it has agreed to this release knowingly and voluntarily and in the total absence of any fraud, severancemistake, change duress, coercion and/or undue influence, (3) Holder is the sole lawful owner of control the Holder Released Claims, and (4) Holder has not assigned, conveyed or retention compensation otherwise transferred any Holder Released Claims, or accrued vacation or other paid time offany interest therein, to any other employee or director compensation and/or benefits, and unreimbursed expenses. The foregoing release is conditioned upon the consummation of the transactions as contemplated in the Purchase Agreement, and shall become null and void, and shall have no effect whatsoever, without any action on the part of any person or entity, upon termination of the Purchase Agreement for any reason.