Common use of Holder Release Clause in Contracts

Holder Release. Except for (i) Fraud, (ii) any rights or obligations under this Agreement or any of the other Transaction Agreements, (iii) compensation owed to such Person in the ordinary course of business in his, her or its capacity as an employee or service provider of the Acquired Companies, and (iv) any rights to indemnification or advancement of expenses which such Person may have in his or her capacity as a director or officer of Holdings or an Acquired Company under (A) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement or (B) any Indemnity Agreement, effective upon the Closing, each Holder, on behalf of himself, herself or itself and his, her or its Affiliates (in each of his, her or its Affiliate’s capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through him, her or it (collectively, the “Holder Releasing Parties”) hereby 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 Holder Releasing Parties has, might have or might assert now or in the future, against Purchaser, Holdings, the Acquired Companies and any of their Affiliates (in their respective capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through them (collectively, the “Holder Released Persons” and each, a “Holder Released Person”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing, solely with respect to the ownership of Holdings and the Company and the ownership, operation, and management of Holdings and the Acquired Companies. Each Holder shall, and shall cause the Holder Releasing Parties to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any legal proceeding, of any kind against a Holder Released Person based upon any matter released pursuant to this Section 12.2b).

Holder Release. Except for (i) Fraud, (ii) any rights or obligations under this Agreement or any In consideration of the other Transaction Agreements, (iii) compensation owed to such Person in the ordinary course Company’s execution of business in his, her or its capacity as an employee or service provider of the Acquired Companiesthis Agreement, and (iv) any rights to indemnification or advancement of expenses which such Person may have in his or her capacity as a director or officer of Holdings or an Acquired Company under (A) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement or (B) any Indemnity Agreement, effective upon the ClosingClosing Date, each the Holder, on behalf of himself, herself or for itself and his, her or for its Affiliates (in each of his, her or its Affiliate’s capacity as such), predecessors, successors, assigns, officers, directors, managersagents, partners employees, attorneys, business units, divisions, affiliates, direct or indirect parent corporations, subsidiaries, predecessors in interest, administrators, agents, successors and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through him, her or it assigns (collectively, the “Holder Releasing PartiesReleasors”), hereby remise, release and forever discharge, the Company and its officers, directors, agents, employees, attorneys, business units, divisions, affiliates, direct or indirect parent corporations, subsidiaries, predecessors in interest, administrators, agents successors and assigns (collectively, the “Company Releasees”) hereby irrevocablyof and from all manner of claims, knowingly and voluntarily releasescharges, discharges and forever waives and relinquishes all claimscomplaints, demands, actions, causes of action, suits, rights, appeals and rights of appeal, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, Liabilitiesliabilities, defensesand expenses (including attorneys’ fees and costs) of every kind, affirmative defenses, setoffs, counterclaims, Actions nature and causes of action of whatever kind or naturedescription whatsoever, whether known or unknown, which any of the Holder Releasing Parties hasexisting or contingent, might have ascertained or might assert now unascertained, asserted or unasserted, suspected or unsuspected, in the futurelaw, against Purchaserequity or mixed, Holdingswhether for compensatory, the Acquired Companies and any of their Affiliates (in their respective capacity as such)multiple or punitive damages or other relief, predecessors, successors, assigns, officers, directors, managers, partners and employees real or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through them alleged (collectively, the “Holder Released Persons” and each, a “Holder Released PersonClaims”), that each Holder Releasor ever had, now has or hereafter may have against the Company and/or the Company Releasees based upon any alleged conduct, action, or omission from the beginning of the world to the Closing Date arising out of, based upon concerning or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing, solely with respect to the ownership of Holdings and the Company and the ownership, operation, and management of Holdings and the Acquired Companies. Each Holder shall, and shall cause the Holder Releasing Parties to, refrain fromrelating, directly or indirectly, asserting any claim to the Purchase Agreement or demandto the purchase, sale, or commencing, instituting issuance of the Shares or causing to be commenced any legal proceeding, of any kind against a Warrants and related agreements or actions. The Claims released by the Holder Released Person based upon any matter released Releasors pursuant to this Section 12.2bSubsection (a) shall be sometimes referred to herein as the “Holder Released Claims.” Notwithstanding the foregoing, the Holder Released Claims do not include any Excepted Claims (as defined below).