Common use of Release and Covenant Not to Sue Clause in Contracts

Release and Covenant Not to Sue. (a) Effective as of the Closing, each Contributor hereby fully and unconditionally releases, acquits and forever discharges the Company, Buyer and each of their Affiliates, and their respective past and present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors and assigns (individually, a “releasee” and collectively, the “releasees”), in their capacity as such, from any and all Claims, hearings, Orders, liabilities, obligations, damages, costs, expenses, compensation or other relief whatsoever (“Released Claims”), whether known or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kind, character or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way to such Contributor’s ownership of any equity interests issued by the Company. The scope of this release and discharge shall include, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against the releasees covered by this Agreement, including, but not limited to, those Released Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(a) shall be read to limit any Contributor’s right to bring claims pursuant to this Agreement to enforce such Contributor’s rights thereunder.

Release and Covenant Not to Sue. Employee, on behalf of Employee’s self and Employee’s heirs, administrators, executors, and assigns, forever releases the Company and its subsidiaries and each of the Company’s and its subsidiaries’ successors, assigns, predecessors, affiliates, divisions, directors, officers, shareholders, employees, representatives, agents, counsel, and insurers, and any persons acting with them (collectively “Released Parties”) from, and covenants not to bring suit or otherwise institute legal proceedings against any of them arising in whole or in part from, all claims that Employee now has or may have or that Employee may hereafter have of any nature whatsoever, that arose out of or are related to any matter occurring prior to the Effective Date (as defined below), be they common law or statutory, legal or equitable, in contract or tort, including but not limited to: (a) Effective as all claims arising out of or in any way relating to Employee’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company or its affiliates, including, without limitation, any claims arising under any employment agreement between the Company and Employee or the CIC Agreement; (c) all claims for breach of under any employment agreement between the Company and Employee or the CIC Agreement or other breach of contract, wrongful termination, breach of the Closingimplied covenant of good faith and fair dealing or breach of any policy, each Contributor hereby fully plan or practice; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and unconditionally releasesemotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, acquits harassment, retaliation, attorney’s fees, expenses or otherwise) that were or could have been asserted by Employee or on Employee’s behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991, as amended; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and forever discharges Health Act, as amended; (x) the CompanyFair Labor Standards Act; (xi) New York Human Rights Law; (xii) the West Virginia Human Rights Act; (xiii) Massachusetts Wage Act; (xiv) S.D. Codified Laws § 20-7-11; (xv) N.D. Cent. Code § 9-13-02; (xvi) any state or federal, Buyer state or local anti-discrimination law, (xvii) any state or federal, state or local wage and each hour, overage or payment law; (xviii) any other local, state or federal law, regulation or ordinance in the United States of their AffiliatesAmerica and in any jurisdiction anywhere in the world; (xix) any public policy, contract, tort, or common law claim; (g) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and their respective past (h) any and present directorsall claims the Employee may have arising as the result of any alleged breach of contract, managerscompensation, officersincentive, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors and assigns bonus or commission plan or agreement with any Released Party (individually, a “releasee” and collectively, the “releasees”), in their capacity as such, from any and all Claims, hearings, Orders, liabilities, obligations, damages, costs, expenses, compensation or other relief whatsoever (“Released Claims”). This Release does not waive any claims in respect of (A) rights to indemnification and to be held harmless and be defended by the Company pursuant to its charter and bylaws and/or any indemnification agreement between Executive and any of the Released Parties, whether known to the extent that Employee is entitled thereto, (B) directors or unknownofficers insurance rights to which Employee, suspected or unsuspectedto the extent that Employee is entitled thereto, contingent or otherwise, whether (C) rights that Executive has in Law or equity, his capacity as a securityholder of any kindof the Released Parties, character (D) rights under this Release, to the extent that Executive is entitled thereto, (E) rights under this CIC Agreement, including rights under Section 6(a) of the CIC Agreement for which this Release is required, to the extent that Executive is entitled thereto, (H) rights to any vested benefits under any long-term equity incentive compensation plan, annual incentive plan or natureother employee plan or benefit or arrangement of, which such Contributor now or sponsored by, any of the Released Parties, or (I) rights that cannot be waived by law. Employee hereby represents and warrants that (s)he has not filed or reported any claims or complaints in any forum and that (s)he has ever had not assigned to any third party or filed with any agency or court any claim released by this Section, except for any claims, reports or information filed with or provided to the Securities and Exchange Commission (the “SEC”) or other government agency or court confidentially pursuant to Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Employee is not waiving any claim for workers’ compensation, although Employee acknowledges (s)he has not sustained a work-related injury or illness and has no intent to file a claim against the respective releasees, however arising and that relate in any way to such Contributor’s ownership Company as a result of any equity interests issued by work-related injury or illness sustained in the course of her, his, or their employment with the Company. The scope Nothing in this Release prohibits Employee from filing a charge with the Equal Employment Opportunity Commission, National Labor Relations Board or a comparable state or local administrative agency related to Employee’s employment or separation of this release and discharge shall includeemployment. Employee does forever waive Employee’s right to recover or receive any monetary damages, without limitationattorneys’ fees, all back pay, reinstatement or injunctive relief from the Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) Parties relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior matter whatsoever up to the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against the releasees covered by this Agreement, including, but not limited to, those Released Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contraryHowever, nothing in this Section 8.17(aRelease (i) prohibits, limits or restricts, or shall be read construed to prohibit, limit or restrict, Employee from exercising any Contributor’s right to bring claims legally protected whistleblower rights (including pursuant to this Agreement Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to enforce such Contributor’s rights thereunderor consent from the Company, or (ii) to the extent required by law, prohibits or shall be construed to prohibit Employee from receiving a reward from the SEC or other applicable government agency pursuant to Section 21F of the Exchange Act or other applicable whistleblower or other law or regulation in connection therewith.

Release and Covenant Not to Sue. (aA) Effective as of the Closing, each Contributor hereby fully and unconditionally releases, acquits The Plaintiff Releasing Parties finally and forever discharges the Company, Buyer release and each of their Affiliatesdischarge from, and their respective past and present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors and assigns (individually, a “releasee” and collectivelycovenant not to sue or assist any third party in commencing or maintaining any suit or action against, the “releasees”), in their capacity as such, from DB Released Parties for any and all manner of claims, including Unknown Claims, hearingscauses of action, Orderscross-claims, counter-claims, charges, liabilities, demands, judgments, suits, obligations, damagesdebts, setoffs, rights of recovery, or liabilities for any obligations of any kind whatsoever (however denominated), whether class or individual, in law or equity or arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for fees, costs, penalties, fines, debts, expenses, compensation or other relief attorneys’ fees, and damages, whenever incurred, and liabilities of any nature whatsoever (“Released Claims”including joint and several), whether known or unknown, suspected or unsuspected, contingent asserted or otherwise, whether in Law or equity, of any kind, character or natureunasserted, which such Contributor any Class Plaintiffs or Class Members ever had, now has has, or has ever had hereafter can, shall or may have, representatively, derivatively or in any other capacity, against the respective releasees, however DB Released Parties arising and that relate from or relating in any way to such Contributor’s ownership of any equity interests issued by conduct alleged in the Company. The scope of this release and discharge shall includeAction or that could have been alleged in the Action against the DB Released Parties, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) relating to any breach regardless of the Company’s Charter Documentssource of law or other authority relied upon, as such may be amended; providedconcerning U.S.-Related Transactions in any Silver Instrument at any time from January 1, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to 1999 through the date of this Agreementthe Settlement Agreement (the “Plaintiff Released Claims”). Each such Contributor understands and agrees that it The definition of “Plaintiff Released Claims” is expressly waiving all claims against intended to have the releasees covered by this Agreementbroadest possible application, includingbut, but not limited tofor the avoidance of doubt, those Plaintiff Released Claims does not include claims that it may not know of arise exclusively under foreign law and that relate to transactions in Silver Instruments for which irrevocable liability was incurred, or suspect to exist whichtitle was passed, if known, may have materially affected entirely outside the decision to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(a) shall be read to limit any Contributor’s right to bring claims pursuant to this Agreement to enforce such Contributor’s rights thereunderUnited States.

Release and Covenant Not to Sue. Executive, on behalf of Executive’s self and Executive’s heirs, administrators, executors, and assigns, forever releases the Company and its subsidiaries and each of the Company’s and its subsidiaries’ successors, assigns, predecessors, affiliates, divisions, directors, officers, shareholders, employees, representatives, agents, counsel, and insurers, and any persons acting with them (collectively “Released Parties”) from, and covenants not to bring suit or otherwise institute legal proceedings against any of them arising in whole or in part from, all claims that Executive now has or may have or that Executive may hereafter have of any nature whatsoever, that arose out of or are related to any matter occurring prior to the Effective Date (as defined below), be they common law or statutory, legal or equitable, in contract or tort, including but not limited to: (a) Effective as all claims arising out of or in any way relating to Executive’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company or its affiliates, including, without limitation, any claims arising under any employment agreement between the Company and Executive or the Employment Agreement; (c) all claims for breach of under any employment agreement between the Company and Executive or the Employment Agreement or other breach of contract, wrongful termination, breach of the Closingimplied covenant of good faith and fair dealing or breach of any policy, each Contributor hereby fully plan or practice; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and unconditionally releasesemotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, acquits harassment, retaliation, attorney’s fees, expenses or otherwise) that were or could have been asserted by Executive or on Executive’s behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991, as amended; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and forever discharges Health Act, as amended; (x) the CompanyFair Labor Standards Act; (xi) New York Human Rights Law; (xii) the West Virginia Human Rights Act; (xiii) Massachusetts Wage Act; (xiv) S.D. Codified Laws § 20-7-11; (xv) N.D. Cent. Code § 9-13-02; (xvi) any state or federal, Buyer state or local anti-discrimination law, (xvii) any state or federal, state or local wage and each hour, overage or payment law; (xviii) any other local, state or federal law, regulation or ordinance in the United States of their AffiliatesAmerica and in any jurisdiction anywhere in the world; (xix) any public policy, contract, tort, or common law claim; (g) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and their respective past (h) any and present directorsall claims the Executive may have arising as the result of any alleged breach of contract, managerscompensation, officersincentive, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors and assigns bonus or commission plan or agreement with any Released Party (individually, a “releasee” and collectively, the “releasees”), in their capacity as such, from any and all Claims, hearings, Orders, liabilities, obligations, damages, costs, expenses, compensation or other relief whatsoever (“Released Claims”). This Release does not waive any claims in respect of (A) rights to indemnification and to be held harmless and be defended by the Company pursuant to its charter and bylaws and/or any indemnification agreement between Executive and any of the Released Parties, whether known to the extent that Executive is entitled thereto, (B) directors or unknownofficers insurance rights to which Executive, suspected or unsuspectedto the extent that Executive is entitled thereto, contingent or otherwise, whether (C) rights that Executive has in Law or equity, his capacity as a securityholder of any kindof the Released Parties, character (D) rights under this Release, to the extent that Executive is entitled thereto, (E) rights under the Employment Agreement, including rights under Section 8 (Termination Compensation) for which this Release is required, to the extent that Executive is entitled thereto, (H) rights to any vested benefits under any long-term equity incentive plan, annual incentive plan or natureemployee benefit or plan or arrangement of, which such Contributor now or sponsored by, any of the Released Parties, or (I) rights that cannot be waived by law. Executive hereby represents and warrants that (s)he has not filed or reported any claims or complaints in any forum and that (s)he has ever had not assigned to any third party or filed with any agency or court any claim released by this Section, except for any claims, reports or information filed with or provided to the Securities and Exchange Commission (the “SEC”) or other government agency or court confidentially pursuant to Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Executive is not waiving any claim for workers’ compensation, although Executive acknowledges (s)he has not sustained a work-related injury or illness and has no intent to file a claim against the respective releasees, however arising and that relate in any way to such Contributor’s ownership Company as a result of any equity interests issued by work-related injury or illness sustained in the course of her, his or their employment with the Company. The scope Nothing in this Release prohibits Executive from filing a charge with the Equal Employment Opportunity Commission, National Labor Relations Board or a comparable state or local administrative agency related to Executive’s employment or separation of this release and discharge shall includeemployment. Executive does forever waive Executive’s right to recover or receive any monetary damages, without limitationattorneys’ fees, all back pay, reinstatement or injunctive relief from the Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) Parties relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior matter whatsoever up to the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against the releasees covered by this Agreement, including, but not limited to, those Released Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contraryHowever, nothing in this Section 8.17(aRelease (i) prohibits, limits or restricts, or shall be read construed to prohibit, limit or restrict, Executive from exercising any Contributor’s right to bring claims legally protected whistleblower rights (including pursuant to this Agreement Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to enforce such Contributor’s rights thereunder.or consent from the Company, or (ii) to the extent required by law, prohibits or shall be construed to prohibit Executive from receiving a reward from the SEC or other applicable government agency pursuant to Section 21F of the Exchange Act or other applicable whistleblower or other law or regulation in connection therewith. •

Release and Covenant Not to Sue. (a) Effective as of Xx exchange for the ClosingSeverance Pay described in paragraph 2 above, each Contributor to the fullest extent permitted by applicable law, Employee hereby fully and forever unconditionally releasesreleases and discharges Employer, acquits all of its past, present and forever discharges the Companyfuture parent, Buyer subsidiary, affiliated and each of related corporations, their Affiliatespredecessors, successors and assigns, together with their divisions and departments, and their respective all past and or present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessorsdirectors, employees, agentsinsurers, successors attorneys and assigns agents of any of them (individually, a “releasee” and collectively, the “releasees”hereinafter referred to collectively as "Releasees"), and Employee covenants not to sue xx assert against Releasees in their capacity as suchany forum, from for any purpose, any or all claims, administrative complaints, demands, actions and all Claimscauses of action, hearings, Orders, liabilities, obligations, damages, costs, expenses, compensation or other relief whatsoever (“Released Claims”)of every kind and nature whatsoever, whether known at law or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kindand both negligent and intentional, character arising from or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way related to such Contributor’s ownership of Employee's employment or separation from Employer, based in whole or in part upon any equity interests issued by the Company. The scope of this release and discharge shall includeact or omission, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest occurring on or (ii) relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to before the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against general release, without regard to Employee's present actual knowledge of the releasees covered by this Agreementact or omission, includingwhich Employee may now have, or which he, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited toto the Fair Labor Standards Act, those Released Claims that it may the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Utah Labor Code and any other state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit plan. Employee does not know waive or release any rights arising after the date of or suspect to exist which, if known, may have materially affected the decision to provide execution of this Agreement. Employee further agrees that he will not in any manner encourage, counsel, participate in or otherwise assist any other party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any third party against any of the Releasees, unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees both to immediately notify the Employer’s Board of Directors upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such Contributor expressly waives any rights under applicable Law that provide subpoena or other court order to the contraryEmployer’s Board of Directors. Notwithstanding anything contained herein to If approached by anyone for counsel or assistance in the contrarypresentation or prosecution of any disputes, nothing in this Section 8.17(a) differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall be read to limit state no more than that Employee cannot provide any Contributor’s right to bring claims pursuant to this Agreement to enforce such Contributor’s rights thereundercounsel or assistance.

Release and Covenant Not to Sue. Excepting only (a) Effective Executive's rights and the Company's obligations under this Agreement, (b) any stock options and rights Executive may have as a stockholder of the Closing, each Contributor hereby fully and unconditionally releases, acquits and forever discharges the Company, Buyer (c) any claims related to any obligations of the Company or its subsidiaries which Executive has guaranteed, and (d) any indemnification rights Executive may have as a director of the Company, Executive hereby releases and discharges the Company and each of their Affiliatesits current or former respective officers, and their respective past and present directors, managersaffiliates, officers, equityholders, partners, stockholders, controlling persons, predecessorsagents, employees, agentsstockholders, successors and assigns (individually, a “releasee” and collectively, the “releasees”), in their capacity as such, "Released Parties") from any and all Claimsactions, hearingscauses of action, Ordersclaims, liabilities, obligationsdemands, damages, costs and expenses (including attorneys' fees and costs actually incurred) which may have arisen or which may hereafter arise on account of or in connection with Executive's employment with the Company through the date hereof, including, without limitation, any claim of discrimination on any basis whatsoever (including any claim under the Age Discrimination in Employment Act), any matter relating to Executive's employment with the Company from the beginning of his employment until the date hereof, and further agrees that he will indemnify and hold harmless each of the Released Parties from and against any and all costs, expenses, compensation losses or other relief whatsoever (“Released Claims”)damages, whether known or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kind, character or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way to such Contributor’s ownership of any equity interests issued by the Company. The scope of this release and discharge shall includeincluding, without limitation, all Released Claims (i) relating to costs of defense and legal fees, incurred as a breach result of any fiduciary duty owed such claims, charges, complaints, actions or causes of action made or brought by or on behalf of Executive based upon any claim released herein. Executive represents that he has not filed, nor assigned to others the releasees right to such Contributor and arising from file, nor are there pending, any such equity interest complaints, charges or (ii) relating to lawsuits by Executive against the Released Parties with any breach of the Company’s Charter Documentsfederal, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer state or local governmental agency or any other releasee of their respective obligations or liabilitiescourt. In addition, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who Executive is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to the date of this Agreement. Each such Contributor understands expressly prohibited from and agrees that it is expressly waiving all not to initiate actions designed to persuade or convince others to raise claims against the releasees covered by Released Parties. For purposes of this Agreementparagraph and the definition of "Released Parties" set forth above, including, but not limited to, those Released Claims that it may not know of or suspect references to exist which, if known, may have materially affected the decision to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(a) "Company" shall be read deemed to limit any Contributor’s right to bring claims pursuant to this Agreement to enforce such Contributor’s rights thereunderinclude its subsidiaries, affiliates and predecessors.

Release and Covenant Not to Sue. (a) Effective as of the Closing, each Contributor Xxe Employee hereby fully and unconditionally releases, acquits forever releases and forever discharges the CompanyCompany and its parents, Buyer affiliates and each of their Affiliatessubsidiaries, including all predecessors and their respective successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors (the Company and assigns (individually, each such person or entity is referred to as a “releasee” and collectively, the “releaseesReleased Person”), in their capacity as such, from any and all Claimsclaims, hearingsdemands, Ordersliens, liabilitiesagreements, contracts, covenants, actions, suits, causes of action, obligations, damagescontroversies, debts, costs, expenses, compensation damages, judgments, orders and liabilities, of whatever kind or other relief whatsoever (“Released Claims”)nature, direct or indirect, in law, equity or otherwise, whether known or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kind, character or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way to such Contributor’s ownership of any equity interests issued by the Company. The scope of this release and discharge shall include, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to through the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against Release, out of Employee’s employment by the releasees covered by this AgreementCompany or the termination thereof, including, but not limited to, those any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. The Employee expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Claims Person, and that it may he has not know assigned any claim against a Released Person. The Employee further promises not to initiate a lawsuit or to bring any other claim against a Release Person arising out of or suspect in any way related to exist which, if known, may have materially affected Employee’s employment by the decision Company or the termination of that employment. The forgoing will not be deemed to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to release the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(aCompany from (a) shall be read to limit any Contributor’s right to bring claims pursuant to this Agreement solely to enforce this Release, (b) claims solely to enforce Section 2 of the Change of Control Agreement or (c) claims for indemnification under the Company’s By-Laws, under any indemnification agreement between the Company and the Employee or under any similar agreement. This Release will not prevent the Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Employee for personal relief in connection with such Contributor’s rights thereundera charge or investigation (such as reinstatement or monetary damages) would be barred.

Release and Covenant Not to Sue. (a) Effective as of the Closing, each Contributor The Employee hereby fully and unconditionally releases, acquits forever releases and forever discharges the CompanyCompany and its parents, Buyer affiliates and each of their Affiliatessubsidiaries, including all predecessors and their respective successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors (the Company and assigns (individually, each such person or entity is referred to as a “releasee” and collectively, the “releaseesReleased Person”), in their capacity as such, from any and all Claimsclaims, hearingsdemands, Ordersliens, liabilitiesagreements, contracts, covenants, actions, suits, causes of action, obligations, damagescontroversies, debts, costs, expenses, compensation damages, judgments, orders and liabilities, of whatever kind or other relief whatsoever (“Released Claims”)nature, direct or indirect, in law, equity or otherwise, whether known or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kind, character or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way to such Contributor’s ownership of any equity interests issued by the Company. The scope of this release and discharge shall include, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to through the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against Release, out of Employee’s employment by the releasees covered by this AgreementCompany or the termination thereof, including, but not limited to, those any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. The Employee expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Claims Person, and that it may he has not know assigned any claim against a Released Person. The Employee further promises not to initiate a lawsuit or to bring any other claim against a Release Person arising out of or suspect in any way related to exist whichEmployee’s employment by the Company or the termination of that employment. The forgoing will not be deemed to release the Company from (a) claims solely to enforce this Release, if known, may have materially affected (b) claims solely to enforce Section 2 of the decision to provide this Change of Control Agreement, (c) claims for indemnification under the Company’s By-Laws, under any indemnification agreement between the Company and such Contributor expressly waives the Employee or under any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(asimilar agreement or (d) shall be read to limit any Contributor’s right to bring claims pursuant to this Agreement solely to enforce the terms of any equity incentive award agreement between the Employee and the Company. This Release will not prevent the Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Employee for personal relief in connection with such Contributor’s rights thereundera charge or investigation (such as reinstatement or monetary damages) would be barred.

Release and Covenant Not to Sue. (a) Effective as of the Closing, each Contributor The Xxployee hereby fully and unconditionally releases, acquits forever releases and forever discharges the CompanyCompany and its parents, Buyer affiliates and each of their Affiliatessubsidiaries, including all predecessors and their respective successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors (the Company and assigns (individually, each such person or entity is referred to as a “releasee” and collectively, the “releaseesReleased Person”), in their capacity as such, from any and all Claimsclaims, hearingsdemands, Ordersliens, liabilitiesagreements, contracts, covenants, actions, suits, causes of action, obligations, damagescontroversies, debts, costs, expenses, compensation damages, judgments, orders and liabilities, of whatever kind or other relief whatsoever (“Released Claims”)nature, direct or indirect, in law, equity or otherwise, whether known or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kind, character or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way to such Contributor’s ownership of any equity interests issued by the Company. The scope of this release and discharge shall include, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) relating to any breach of the Company’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) the Company, Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to through the date of this Agreement. Each such Contributor understands and agrees that it is expressly waiving all claims against Release, out of Employee’s employment by the releasees covered by this AgreementCompany or the termination thereof, including, but not limited to, those any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. The Employee expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Claims Person, and that it may he has not know assigned any claim against a Released Person. The Employee further promises not to initiate a lawsuit or to bring any other claim against a Release Person arising out of or suspect in any way related to exist which, if known, may have materially affected Employee’s employment by the decision Company or the termination of that employment. The forgoing will not be deemed to provide this Agreement, and such Contributor expressly waives any rights under applicable Law that provide to release the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(aCompany from (a) shall be read to limit any Contributor’s right to bring claims pursuant to this Agreement solely to enforce this Release, (b) claims solely to enforce Section 2 of the Change of Control Agreement or (c) claims for indemnification under the Company’s By-Laws, under any indemnification agreement between the Company and the Employee or under any similar agreement. This Release will not prevent the Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Employee for personal relief in connection with such Contributor’s rights thereundera charge or investigation (such as reinstatement or monetary damages) would be barred.