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

Release and Covenant Not to Sue. (a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (including, for the avoidance of doubt, Buyer and Issuer) and each of their respective past, present or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, a “Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (each, a “Claim”) which Seller or its Affiliates or any of their respective heirs, legal representatives, predecessors and successors (including those by merger) or assigns ever had or now has about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, without limitation, after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or relating to the Company and its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees not to, and agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company or any of its subsidiaries with equity during the term of this Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall in any way modify the rights and the obligations of the members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10

Release and Covenant Not to Sue. 5.1. Talbot Holdings Release Effective as of xxx Closing, Talbot Holdings, for itself as well as its subsidiaries (a) Subject to Section 6.3including, Section 6.9(b) and Section 6.9(c)without limitation, each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until after the Closing Date. (b) Seller, on behalf of itself AUHL and its Affiliates subsidiaries) and their respective successors, agents and assigns, does hereby forever, finally, fully, and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their heirsrespective subsidiaries, legal representativesaffiliates, parents, successors, predecessors and successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (including, for the avoidance of doubt, Buyer and Issuer) and each all of their respective past, past and present or future directors, officers, employees, incorporators, members, managers, partnersemployees, stockholdersofficers, Affiliatesdirectors, agents, attorneys or representatives or any successor or assign thereof (eachrepresentatives, a “Releasee”) ofattorneys, insurers, accountants and shareholders, in their individual, official and representative capacities, from and against any and all actionsclaims, causes of actiondebts, claimsliabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, judgmentssuits, debtsactions and causes of action whatsoever, dues and suits of every kindat law or in equity, nature and description whatsoever (each, a “Claim”) which Seller or its Affiliates or that any of their respective heirsthem ever had, legal representativesnow have, predecessors and successors (including those by merger) or assigns ever had hereafter can, shall or now has about which Seller knows or reasonably should have known on or prior may have, from the beginning of the world to the Agreement Date Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason of any matter, cause or thing whatsoever, including, without limitation, after taking into account matters disclosed any and made reasonably apparent all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the board of directors of Trilogy Investorsforegoing, LLC) AIHL shall nxx be released from any Claims arising out of or relating to the Company and any breach by AIHL of its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees not to, and agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC this Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company or any of its subsidiaries with equity during the term of this Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall in any way modify the rights and the obligations of the members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYdocuments delivered pursuant hereto.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10

Release and Covenant Not to Sue. (a) Subject to Section 6.3Borrower Parties, Section 6.9(b) jointly and Section 6.9(c), each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) Sellerseverally, on behalf of itself themselves and its Affiliates and its and all of their respective heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby releasesremise, acquits release, acquit, satisfy and forever dischargesdischarge Lender or any of Lender's predecessors in interest and any subsidiary or affiliate of Lender or any of Lender's predecessors in interest, to and all of the fullest extent permitted by lawpast, the Company present and its Affiliates future officers, directors, contractors, employees, agents, servicers (including, for the avoidance but not limited to, Lennar Partners, Inc.), attorneys, representatives, participants, successors and assigns of doubtLender and Xxxxxx's predecessors in interest (collectively, Buyer and Issuer"Lender Parties") and each of their respective past, present or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, a “Releasee”) of, from and against any and all actionsmanner of debts, causes of actionaccountings, claimsbonds, demandswarranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, debtsexecutions, dues actions, inactions, claims, demands and suits causes of every kindaction of any nature whatsoever, nature and description whatsoever (eachat law or in equity, a “Claim”) known or unknown, either now accrued or subsequently maturing, which Seller or its Affiliates or any of their respective heirs, legal representatives, predecessors and successors (including those by merger) or assigns ever had or Borrower Parties now has about which Seller knows or reasonably should hereafter can, shall or may have known on by reason of any matter, cause or prior thing, from the beginning of the world to and including the Agreement Date (date of this Agreement, including, without limitation, after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or relating to (a) the Company and its Subsidiaries (Loan, including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees but not limited to, and agrees to cause its Affiliates not toadministration or funding, assert any Released Claims against any Releasee. (b) the Loan Documents, (c) In addition to the Debt (as defined in the Mortgage) and not as otherwise described in lieu the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, (e) any other agreement or transaction between any of Borrower Parties and any of Lender Parties, and (f) the release Project or its development, financing and operation. Borrower Parties, jointly and severally, for themselves and all of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their respective heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not covenant and agree never to assert institute or cause to be instituted or continue prosecution of any Claim suit or other form of action or proceeding of any kind or nature whatsoever against any Releasee arising out of Lender Parties by reason of or relating to the Company’s obligations to distribute Available Cash under Article Four in connection with any of the LLC Agreement during the term foregoing matters, claims or causes of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company or any of its subsidiaries with equity during the term of this Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall in any way modify the rights and the obligations of the members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYaction.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10

Release and Covenant Not to Sue. (a) Subject to Section 6.3In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, Section 6.9(b) the receipt and Section 6.9(c)sufficiency of which is hereby acknowledged, each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) SellerBorrower, on behalf of itself and its Affiliates successors, assigns, and its and their heirs, other legal representatives, predecessors hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors (including those by merger) and assigns, hereby releasesand their present and former shareholders, acquits and forever dischargesAffiliates, to the fullest extent permitted by lawSubsidiaries, the Company and its Affiliates (includingdivisions, for the avoidance of doubtpredecessors, Buyer and Issuer) and each of their respective past, present or future directors, officers, attorneys, employees, incorporatorsagents and other representatives (Agent, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”) of), of and from and against any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, demandscounterclaims, damagesdefenses, judgmentsrights of set off, debts, dues demands and suits xxxxxxxxxxx whatsoever known or suspected as of every kind, nature and description whatsoever the date hereof (eachindividually, a “Claim” and collectively, “Claims”) of every name and nature, both at law and in equity, which Seller or its Affiliates any Loan Party or any of their respective heirssuccessors, legal representatives, predecessors and successors (including those by merger) or assigns ever had or now has about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, without limitation, after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or relating to the Company and its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees not to, and agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not or other legal representatives may now own, hold, have or claim to assert any Claim have against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company Releasees or any of its subsidiaries with equity during them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time from and after the term Fifth Amendment Effective Date to the day and date of this AgreementSixth Amendment for or on account of, then the amount of equity so funded shall reduce amounts available to be called or in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubtrelation to, nothing in this Section 6.9(c) shall or in any way modify the rights and the obligations in connection with any of the members Credit Agreement, or any of the Company during the term of this Agreement, including but not limited to under Section 3.03 other Loan Documents or Section 3.04 of the LLC Agreement transactions thereunder or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYrelated thereto.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10

Release and Covenant Not to Sue. (a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (including, for the avoidance of doubt, Buyer and Issuer) and each of their respective past, present or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, a “Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (each, a “Claim”) which Seller or its Affiliates or any of their respective heirs, legal representatives, predecessors and successors (including those by merger) or assigns ever had or now has about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, without limitation, after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or relating to the Company and its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees not to, and agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company or any of its subsidiaries with equity during the term of this Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall in any way modify the rights and the obligations of the members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10the

Release and Covenant Not to Sue. (a) Subject to Section 6.3Upon the occurrence of the Effective Date in accordance with Paragraph 6 hereof, Section 6.9(b) and Section 6.9(cin consideration for the Settlement Fund Amount described in this Settlement Agreement, End-Payor Plaintiffs and the End-Payor Classes—except those who requested exclusion from the End-Payor Classes and whose request was approved by the Court—on behalf of themselves and their respective past and present parents, subsidiaries, and affiliates, general and limited partners, officers, directors, employees, agents, attorneys, servants, predecessors, successors, heirs, executors, administrators, and representatives (the “Releasing Parties”), shall release and forever discharge, and covenant not to xxx Xxxxxx and its respective past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, general partners, limited partners, officers, directors, management, supervisory boards, insurers, employees, agents, servants, trustees, associates, attorneys, and any of their legal representatives (and the predecessors, successors, heirs, executors, administrators, and assigns of each of the parties hereto acknowledge and agree that foregoing) (the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) Seller“Released Parties”), on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, with respect to the fullest extent permitted by law, the Company and its Affiliates (including, for the avoidance of doubt, Buyer and Issuer) and each of their respective past, present or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, a “Releasee”) of, from and against any and all actionspast, causes of actionpresent, or future liabilities, claims, demands, obligations, suits, damages, penalties, levies, executions, judgments, debts, dues charges, actions, or causes of action, at law or in equity, whether class, individual, or otherwise in nature, and suits of every kind, nature and description whatsoever (each, a “Claim”) which Seller whether known or its Affiliates or any of their respective heirs, legal representatives, predecessors and successors (including those by merger) or assigns ever had or now has about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, without limitation, after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or relating to the Company and its Subsidiaries (including, without limitationunknown, arising out of or relating to Seller’s ownership thereof any conduct, events, or transactions, prior to the actions date of preliminary approval of this Settlement Agreement, (a) alleged, or inactions which reasonably could have been alleged, in the End-Payor Class Action concerning the alleged anticompetitive scheme to prevent and delay approval and market entry of AB-rated generic equivalents of Lipitor, or (b) concerning end-payor purchases of Lipitor and/or its AB-rated generic equivalents in the Class States and arising under the Xxxxxxx Act, 15 U.S.C. §§ 1 & 2, et seq., or any member therein other federal or manager thereof) state statute or common-law doctrine relating to antitrust or consumer protection (collectively, the 26 “Released Claims”). Xxxxxx further agrees not toUpon the Effective Date, the Releasing Parties will be forever barred and agrees enjoined from commencing, instituting, prosecuting, or continuing to cause its Affiliates not toprosecute any action or other proceeding in any forum whatsoever, assert including any court of law or equity, arbitration tribunal, or administrative forum, asserting the Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company or any of its subsidiaries with equity during the term of this Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall in any way modify the rights and the obligations of the members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYParties.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10