Common use of Release by the Company Clause in Contracts

Release by the Company. The Company, the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply to, or release the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment Agreement.

Release by the Company. The CompanyUpon the execution of this Agreement, the Company’s , on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and other affiliated entities (whether or not such entities are wholly owned)former directors, and the predecessorsmanaging directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns of any of them(collectively, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executiveabsolutely, his spouseunconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, personal its respective affiliates and each of its respective past, present or legal representativesfuture entities, executorsdivisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, successorsrepresentatives, heirssuccessors and assigns (collectively, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Vista Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, actions, causes of action, lawsuitssuits, debts, liabilities, debtsobligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments judgments, executions, claims and demands of any nature whatsoeverdemands, in law whether known or in equity, both known and unknown, asserted suspected or not assertedunsuspected, foreseen absolute or unforeseencontingent, which direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had had, now has, or hereafter can, shall or may presently have against any or all of the Executive Vista Released Parties Parties, in respect of or arising from the beginning of time up to and including Settled Claims, (collectively, the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the “Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known FactsReleased Claims”); provided, however, that nothing contained in this Agreement shall apply tobe construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, or release none of which are released hereby until the Executive Released Parties from, any obligation of Executive contained in Article IX Company’s receipt of the Employment AgreementNote.

Release by the Company. The CompanyUpon the execution of this Agreement, the Company’s , on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and other affiliated entities (whether or not such entities are wholly owned)former directors, and the predecessorsmanaging directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns of any of them(collectively, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executiveabsolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Yazbeck, his spouserespective affiliates and each of his respective past, personal present or legal representativesfuture entities, executorsdivisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, successorsrepresentatives, heirssuccessors and assigns (collectively, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Yazbeck Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, actions, causes of action, lawsuitssuits, debts, liabilities, debtsobligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments judgments, executions, claims and demands of any nature whatsoeverdemands, in law whether known or in equity, both known and unknown, asserted suspected or not assertedunsuspected, foreseen absolute or unforeseencontingent, which direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had had, now has, or hereafter can, shall or may presently have against any or all of the Executive Yazbeck Released Parties Parties, in respect of or arising from the beginning of time up to Settled Claims, (collectively the “Company Released Claims” and including together with the effective date of this AgreementYazbeck Released Claims, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts“Released Claims”); provided, however, that nothing contained in this Agreement shall apply tobe construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Yazbeck hereunder, or release the Executive Released Parties from, any obligation none of Executive contained in Article IX which are released hereby until Yazbeck’s receipt of the Employment AgreementSettlement Amount.

Release by the Company. The CompanyUpon the execution of this Agreement, the Company’s , on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and other affiliated entities (whether or not such entities are wholly owned)former directors, and the predecessorsmanaging directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns of any of them(collectively, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executiveabsolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of YCIG, its respective affiliates and each of his spouserespective past, personal present or legal representativesfuture entities, executorsdivisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, successorsrepresentatives, heirssuccessors and assigns (collectively, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive YCIG Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, actions, causes of action, lawsuitssuits, debts, liabilities, debtsobligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments judgments, executions, claims and demands of any nature whatsoeverdemands, in law whether known or in equity, both known and unknown, asserted suspected or not assertedunsuspected, foreseen absolute or unforeseencontingent, which direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had had, now has, or hereafter can, shall or may presently have against any or all of the Executive YCIG Released Parties Parties, in respect of or arising from the beginning of time up to Settled Claims, (collectively the “Company Released Claims” and including together with the effective date of this AgreementYCIG Released Claims, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts“Released Claims”); provided, however, that nothing contained in this Agreement shall apply tobe construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of YCIG hereunder, or release the Executive Released Parties from, any obligation none of Executive contained in Article IX of the Employment Agreementwhich are released hereby.

Release by the Company. The Subject to the Company’s rights under this Amendment, effective as of the Final Closing Date, the Company’s divisions, subsidiariesto the fullest extent legally possible, hereby completely and forever releases, waives and discharges, and other affiliated entities (whether or not such entities are wholly owned)shall be forever precluded from asserting, and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, causes of actionobligations, lawsuitssuits, liabilitiesjudgments, damages, demands, debts, accountsrights, covenantscauses of action and liabilities, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoeverkind or nature, in law whether liquidated or in equityunliquidated, both fixed or contingent, matured or unmatured, known and or unknown, asserted or not asserted, foreseen or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Company, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Seller, and Seller’s respective present or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities arising from or relating to the Surviving Covenants and Obligations (collectively, “Company Claims”), and other than, as applicable, any rights under this Amendment to which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date of is entitled. In making this Agreementwaiver, including, without limitation, all matters in any way related to Executive’s employment by the Company acknowledges that it may hereafter discover facts in addition to or his service as an officer or director of different from those which the Company or now believes to be true with respect to the terms and conditions thereofsubject matter released herein, but only agree that it has taken that possibility into account in reaching this Amendment and as to which the extent such claimsCompany expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, causes of actionPRESENT, lawsuitsOR FUTURE ACTS, liabilitiesCLAIMS, debtsOR LAWS (INCLUDING ANY PAST, accountsPRESENT, covenantsOR FUTURE ENVIRONMENTAL LAW (INCLUDING, contractsBUT NOT LIMITED TO CERCLA), controversiesOCCUPATIONAL SAFETY AND HEALTH LAW, agreementsOR PRODUCTS LIABILITY, promisesSECURITIES, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply to, or release the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment AgreementOR OTHER LAW).

Release by the Company. The CompanyCompany represents and warrants that it has no knowledge, at the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) time of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date signing of this Agreement, including, without limitation, all matters that Xx. Xxxxxxx has participated or engaged in any way related type of misconduct, malfeasance, violation of the Company’s policies or illegal acts. Xx. Xxxxxxx represents and warrants to Executivethe Company that he has not participated or engaged in any type of misconduct, malfeasance, violation of the Company’s employment policies or illegal acts. In reliance on these warranties and representations by Xx. Xxxxxxx, the Company agrees to, by the signing of this Agreement and its acceptance of Xx. Xxxxxxx’x representations, covenants, releases, and waivers provided by Xx. Xxxxxxx hereunder, irrevocably and unconditionally release Xx. Xxxxxxx from all damages, actions, lawsuits or claims the Company may have, whether based -5- on contract, tort, statute, or common law, arising from his employment with the Company and/or the conclusion of that employment, or from his service as an a director and officer or director of the Company or the terms and conditions each subsidiary thereof, including, but only to not limited to, a release of any rights or claims the extent such Company may have under applicable law, or any other charges, complaints, claims, causes of action, lawsuits, liabilities, debtsobligations, accountspromises, covenants, contractsagreements, controversies, agreements, promises, sums of money, damages, judgments actions, suits, rights, demands, losses, debts and/or expenses (including attorneys’ fees and demands are based upon Known Factscosts actually incurred) of any nature, known or unknown, suspected or unsuspected which the Company may have under any federal, state or local law, and of any other known or unknown claims in contract, tort or common law, including, but not limited to, actions for libel, slander, defamation or small claims accruing through the date of its signing of this Agreement; provided, however, that nothing contained in this waiver does not apply to claims or rights that accrue after the date the Company signs this Agreement shall apply to, or release claims to enforce the Executive Released Parties from, any obligation terms of Executive contained in Article IX of this Agreement brought by the Employment AgreementCompany.

Release by the Company. The Company(a) Except as expressly provided in Section 4 of this Agreement, the Company’s divisions, subsidiariesfor and on behalf of the Company and each director, officer, employee, agent, representative, shareholder (or other equity holder), controlled affiliate (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")), attorney, and other affiliated entities accountant of the Company (whether including, without limitation, any employee, agent, representative, heir, assign, trustee, beneficiary, or not such entities are wholly owned), and the predecessors, successors and assigns executor of any of themthe foregoing) (each, on behalf of themselves and anyone claiming through them (a "COMPANY RELEASING PARTY," and, collectively, the “Company Releasing Parties”"COMPANY RELEASING PARTIES"), does hereby agree not to xxx the Executivefinally, his spouseunconditionally, personal irrevocably, and absolutely release, acquit, remise, and forever discharge each Seller, and each director, officer, employee, agent, representative, partner (or legal representativesother equity holder), executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary controlled affiliate (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as such term is defined in Rule 3b-7 405 promulgated under the Securities Exchange Act Act), attorney, and accountant of 1934) such Seller (including, without limitation, any employee, agent, representative, heir, assign, trustee, beneficiary, or executor of any of the Company foregoing) (each, a "SELLER RELEASED PARTY," and, collectively, the "SELLER RELEASED PARTIES"), from any and all claims, counterclaims, charges, complaints, set-offs, demands, remedies, suits, proceedings, causes of action, orders, obligations, contracts, agreements, debts, costs, expenses, losses, damages, and liabilities of any kind, at common law, statutory or otherwise, whether known or unknown, whether mature or unmatured, whether absolute or contingent, whether direct or derivative, whether suspected or unsuspected, whether liquidated or unliquidated, existing or arising as of the date of this Agreement (“Known Facts”)each, and agree to release and dischargea "CLAIM," and, fully, finally and forevercollectively, the Executive Released Parties from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, "CLAIMS") which the Company or any other Company Releasing Parties ever Party may have had or may presently now have directly or derivatively against any or all of the Executive Seller Released Parties with respect or related to, resulting from, based upon, or arising from out of any event, act, or omission, negligence or fault of any or all of the beginning of time up Seller Released Parties that has existed or occurred (or is alleged to and including have existed or occurred) on or prior to the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply to, or release the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment Agreement.

Release by the Company. The Company, the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), Company and the predecessors, successors and assigns of any of themOperating Partnership, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”)their successors and assigns, hereby agree not to xxx the Executiveirrevocably, unconditionally and forever release and discharge McCreary and his spouseaffxxxxxxx, personal or legal representativesheirs, executors, administrators, successorscounsel, heirssuccessors and assigns from and against any and all complaints, distributeesclaims, devisees demands, damages, lawsuits, actions, causes of action, obligations and liabilities whatsoever, whether absolute or legateescontingent, which the Company or the Beneficiary Operating Partnership has or may have against McCreary for acts taxxx xx xim within the scope of his employment as an officer and employee of the Company; provided, however, that it is expressly agreed and understood that the release provided by the Company and the Operating Partnership in this Section 9 shall only release any such complaints, claims, demands, damages, lawsuits, actions, causes of action and liabilities of which one or more members of the Companys Board of Trustees (as hereinafter definedexcluding McCreary) (hereinafter referred to as has or havx xxxxxxdge, or, which, through the “Executive Released Parties”) based upon facts that are known exercise of reasonable care, should have had knowledge, on the date of this Agreement and shall not waive or release any other complaints, claims, demands, damages, lawsuits, actions, causes of action and liabilities or that result from any breach by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) McCreary of the Company as termx xx xxxs Agreement (including, but not limited to, any representation, warranty, covenant or agreement made by him in this Agreement) or any breach by McCreary of Section 0 xx xxx Employment Agreement, of the date share option agreements described in Section 4 hereof or of the agreements listed in Section 7 hereof. The Company and the Operating Partnership shall not sue or otherwise insxxxute or cause to be instituted or in any way voluntarily participate in the prosecution of any complaints against McCreary released in xxxx Xxction 9 in any federal, state, District of Columbia or other court, administrative agency or other forum concerning any claims released in this Agreement (“Known Facts”)Section 9, except as required by law. The Company and agree to release the Operating Partnership irrevocably and discharge, fully, finally and forever, the Executive Released Parties from unconditionally waive any and all rights to recover any relief and damages concerning any claims that are released in this Section 9. The Company and the Operating Partnership represent and warrant that they have not previously filed or joined in any such claims or lawsuits against McCreary or any of txx xxxxx persons or entities released in this Section 9, and that the Company and the Operating Partnership have not given or sold any portion of any claims released in this Section 9 to anyone else, and that the Company and the Operating Partnership will indemnify and hold harmless the persons and entities released in this Section 9 from all liabilities, claims, causes of actiondemands, lawsuitscosts, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands expenses and/or attorneys fees incurred as a result of any nature whatsoever, in law such assignment or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply to, or release the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment Agreementtransfer.

Release by the Company. The Company, on its own behalf and on behalf of its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, predecessors, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively) (together, the “Company Releasors”), hereby releases and covenants not to xxx the Executive from and with respect to any and all claims, agreements, obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Company signs this Agreement including, without limitation, all of the events described in the Form 8-K. Notwithstanding the foregoing, and for the avoidance of doubt, the Company is not releasing (i) any claims that cannot be waived under applicable state, local, or federal law, (ii) rights under or claims to enforce this Agreement, (iii) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (iv) rights which arise after the date of this Agreement. For the avoidance of doubt, except for those claims explicitly not released by the Company under this Section 10, the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of release contemplated by this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to Section 10 shall release and discharge, fully, finally and forever, forever discharge the Executive Released Parties and his Affiliates from any and all claims, causes of action, lawsuitssuits, liabilitiesactions, debtsor proceedings which are, accountsmay be, covenantsor could have been brought by any Company Releasor, contracts, controversies, agreements, promises, sums or on behalf of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against right of any of the Executive Released Parties arising from the beginning of time up Company Group, including but not limited to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such stockholder derivative claims, causes of action, lawsuitssuits, liabilitiesactions, debtsor proceedings. The Company acknowledges and agrees that the Executive’s rights to indemnification and advancement of legal fees and expenses and insurance (including, accountswithout limitation, covenantsunder the Indemnification and Advancement Agreement dated November 25, contracts2021, controversiesthe Company’s certificate of incorporation and bylaws, agreementsthe Company’s D&O insurance and otherwise) and claims, promisescauses of action, sums suits, actions, or proceedings to enforce such rights are fully vested, and no amendment, repeal, or modification of moneyany such rights or coverage shall adversely affect the Executive, damagesand the Company Group shall continue to be bound by its obligations to indemnify, judgments advance legal fees and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply expenses to, or release and insure the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment AgreementExecutive.

Release by the Company. The CompanyAs of the Effective Date, the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves itself and anyone claiming through them its current and former corporate entities and controlled affiliates, executors, heirs, devisees, estates, personal representatives, officers, directors, successors, and assigns (the “Company Releasing PartiesReleasors”), in consideration of this Agreement and the Repurchase and for good and valuable consideration, the adequacy of which is hereby agree not to xxx acknowledged, hereby releases and forever discharges each of the ExecutiveInvestor Parties and each of their current and former corporate entities, his spousecontrolled affiliates, personal or legal partnerships, and joint venturers, and any and all of their present and former principals, representatives, agents, associates, controlled affiliates, partners, members, shareholders, directors, officers, managing members, managers, employees, insurers, reinsurers, lienholders, accountants, advisors, attorneys, estates, heirs, executors, administrators, predecessors, successors, heirs, distributees, devisees or legatees, or the Beneficiary and/or assigns (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known FactsInvestor Releasees”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, demands, rights, actions, causes of action, lawsuitssuits, obligations, damages, judgments, contracts, decrees, controversies, liabilities, debtsrights of contribution and/or indemnification, accountscosts, covenantsexpenses or attorneys’ fees, contractsof whatever kind or nature, controversiesfixed or contingent, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law liquidated or in equity, both known and unknown, asserted or not assertedunliquidated, foreseen or unforeseen, accrued or not accrued, at law or equity, whether individual, class or derivative in nature, under any statutory, common law, contract, tort or other theory, or intentional or negligent or other wrongdoing, for compensatory, consequential, punitive or exemplary damages or any damages or relief whatsoever, from the beginning of the world to the Effective Date, which the Company Releasing Parties ever had Releasors have, had, or can, shall, or may presently hereafter have against any of the Executive Released Parties arising from the beginning Investor Releasees by reason of time up to and including the effective date of this Agreementany matter, cause or thing whatsoever, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only not limited to the extent such claimsDisputes, causes of actionmatters, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Factsagreements described in this Agreement (the “Company Released Matters”); provided, however, that nothing contained in this paragraph 6 does not release and shall not be construed to release any obligations under this Agreement shall apply toor the Repurchase Agreement. The Company Releasors acknowledge that they may, after executing this Agreement, discover facts other than or different from those which they know or believe to be true with respect to the Investor Releasees relating to the Company Released Matters. Notwithstanding any such discovery of facts, the Company Releasors waive and fully, finally, and forever settle and release any known or unknown, suspected or unsuspected, contingent or noncontingent claim that accrued prior to the Executive execution of this Agreement relating to the Company Released Parties fromMatters whether or not concealed or hidden, without regard to the subsequent discovery or existence of such other facts. The Company Releasors expressly waive and release any obligation of Executive contained in Article IX and all provisions, rights, and benefits conferred by §1542 of the Employment Agreement.California Civil Code, which provides:

Release by the Company. The Company(a) For good and sufficient consideration, the Company’s divisionsCompany accepts the Payment as full performance by the Blackstone Entities of their obligations under Section 6.03 of the Mortgage Business Sale Agreement and accordingly PHH does hereby on its behalf and on behalf of its former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, subsidiaries, and other affiliated entities financing sources, affiliates (whether or not such entities are wholly ownedincluding, without limitation, controlling persons), employees of affiliates, principals, and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representativesheirs, executors, administrators, successorssuccessors or assigns of any said person or entity, heirs, distributees, devisees and any other person claiming (now or legatees, in the future) for the Company through or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) behalf of the Company as of the date of this Agreement (“Known Facts”)Company, and agree to unequivocally release and discharge, fully, finally and foreverhold harmless, the Executive Blackstone Entities, and any of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, subsidiaries, financing sources, affiliates (including, without limitation, controlling persons), employees of affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (the “Released Parties Blackstone Parties”), from any and all past, present, direct, indirect and derivative liabilities, claims, rights, actions, counts, causes of action, lawsuitsobligations, liabilitiessums of money due, attorneys’ fees, suits, debts, accounts, covenants, contracts, controversies, agreements, promises, sums demands, and damages of money, damages, judgments every kind and demands of any nature whatsoevernature, in law or in equity, both asserted or that could have been asserted, under federal or state statute, or common law, known and unknown, asserted suspected or not assertedunsuspected, foreseen or unforeseen, which the Company Releasing Parties ever had anticipated or may presently have against any of the Executive Released Parties arising unanticipated, whether or not concealed or hidden, from the beginning of time up to and including the effective until date of execution of this Settlement Agreement, including, without limitation, all matters that in any way related to Executive’s employment by the Company arise from or his service as an officer or director of the Company or the terms and conditions thereofout of, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Factsupon, or are in connection with or relate to any breach, non-performance, action or failure to act under the Agreements (the “Released Blackstone Claims”); provided, however, that nothing contained in the Blackstone Entities shall not be released from any claim for breach, non-performance, action or failure to act under (i) this Settlement Agreement shall apply toor (ii) the Confidentiality Agreement between BCP V and the Company dated October 26, or release the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment Agreement2006.

Release by the Company. The Company, on its own behalf and on behalf of its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, predecessors, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively) (together, the “Company Releasors”), hereby releases and covenants not to xxx the Executive from and with respect to any and all claims, agreements, obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Company signs this Agreement including, without limitation, all of the events described in the Form 8-K. Notwithstanding the foregoing, and for the avoidance of doubt, the Company is not releasing (i) any claims that cannot be waived under applicable state, local, or federal law, (ii) rights under or claims to enforce this Agreement, (iii) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (iv) rights which arise after the date of this Agreement. For the avoidance of doubt, except for those claims explicitly not released by the Company under this Section 11, the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of release contemplated by this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to Section 11 shall release and discharge, fully, finally and forever, forever discharge the Executive Released Parties and his Affiliates from any and all claims, causes of action, lawsuitssuits, liabilitiesactions, debtsor proceedings which are, accountsmay be, covenantsor could have been brought by any Company Releasor, contracts, controversies, agreements, promises, sums or on behalf of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against right of any of the Executive Released Parties arising from the beginning of time up Company Group, including but not limited to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such stockholder derivative claims, causes of action, lawsuitssuits, liabilitiesactions, debtsor proceedings. The Company acknowledges and agrees that the Executive’s rights to indemnification and advancement of legal fees and expenses and insurance (including, accountswithout limitation, covenantsunder the Indemnification and Advancement Agreement dated November 25, contracts2021, controversiesthe Company’s certificate of incorporation and bylaws, agreementsthe Company’s D&O insurance and otherwise) and claims, promisescauses of action, sums suits, actions, or proceedings to enforce such rights are fully vested, and no amendment, repeal, or modification of moneyany such rights or coverage shall adversely affect the Executive, damagesand the Company Group shall continue to be bound by its obligations to indemnify, judgments advance legal fees and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply expenses to, or release and insure the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment AgreementExecutive.

Release by the Company. The Company, the Company’s divisions, subsidiaries, on behalf itself and other affiliated entities (whether or not such entities are wholly owned), and the each of its predecessors, successors and assigns of any of themsuccessors, on behalf of themselves and anyone claiming through them assigns, directors, officers, employees, affiliates, representatives or agents (the “Company Releasing Related Parties”), effective upon and subject to the consummation of the Arrangement, automatically and without any further action on the part of any party hereto, does hereby agree not to xxx unequivocally, irrevocably and unconditionally release, surrender, acquit and forever discharge (the Executive“Company Release”) each of JK&B, his spouseNeustaetter (both individually and as and as attorney-in-fact for each of the ColdSpark Shareholders), personal or legal each ColdSpark Shareholder and all of their respective members, affiliates and partners, and their respective directors, managing directors, members, partners, agents, representatives, executorsofficers, administratorsand employees (each, successorsa “Shareholder Released Party” and collectively, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Shareholder Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claimsactions, causes of action, lawsuitsclaims, liabilities, debts, accountssuits, covenants, contracts, controversies, agreements, promises, sums of moneyindemnities, damages, judgments judgments, remedies, demands and demands liabilities, of any nature whatsoever, in law known or in equity, both known and unknown, asserted fixed or not assertedcontingent, foreseen in law, at equity or unforeseenotherwise (collectively, “Company Claims”), whether direct, derivative or otherwise, which the Company Releasing Parties have been, may be or ever had or may presently have could be asserted against any of the Executive Shareholder Released Parties Parties, either for itself or otherwise for or on behalf of any other person or entity against any of the Shareholder Released Parties, relating to any Company Claims arising out of, relating to or in connection with (i) any act, omission, event, occurrence, or nonoccurrence from the beginning of time up to and including the effective date execution of this Agreement, includingarising out of or relating to the ColdSpark Merger Agreement or any related document or instrument or any of the transactions contemplated thereby, without limitationincluding the Indemnity Claims, all matters (ii) any ColdSpark Shareholder’s investment in any way related to Executive’s employment by the Company or his service as an officer or director Common Stock of the Company or other business relationship with the terms Company or (iii) this Agreement, the Arrangement Agreement and conditions thereofthe transactions contemplated thereby, but only to whether asserted or claimed prior to, at or after the extent such claimsdate hereof (each, causes of actiona “Company Released Claim” and collectively, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Factsthe “Company Released Claims”); provided, however, that nothing contained in a Company Released Claim shall exclude any Company Claim to enforce this Agreement or for a ColdSpark Shareholder’s breach of this Agreement or breach of any agreement between a ColdSpark Shareholder and Quest (other than the ColdSpark Merger Agreement or any agreements contemplated thereby). From and after the consummation of the Arrangement, the Company, on behalf of itself and each of the Company Related Parties, hereby unequivocally, unconditionally and irrevocably agrees not to, directly or indirectly, initiate proceedings with respect to, institute, assert or threaten to assert any Company Released Claim. This Company Release shall constitute a complete defense to any Company Released Claim. The Parties hereby acknowledge and agree that the execution of this Agreement shall apply to, not constitute an acknowledgment of or release an admission by the Executive Company or any Company Released Parties from, any obligation of Executive contained in Article IX Party of the Employment Agreementexistence of any such claims or of liability for any matter or precedent upon which any liability may be asserted.

Release by the Company. The CompanyIn consideration of this Agreement, the Company’s divisionsCompany on behalf of itself, subsidiariesits parent and subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, waives and forever discharges you, your spouse, family members, and other affiliated entities heirs, (the “Xxxxxxxxx Releasees”) individually and collectively, from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that they have ever had, may now have, or may later assert against the Xxxxxxxxx Releasees, whether or not such entities are wholly owned), and arising out of or related to your employment by or the predecessors, successors and assigns performance of any of them, services to or on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known FactsCompany’s Claims”), and agree to release and dischargeincluding without limitation, fully, finally and forever, the Executive Released Parties from any and all claimsother of Company’s Claims arising out of or related to any contract, causes of actionany and all federal, lawsuitsstate or local constitutions, liabilitiesstatutes, debtsrules or regulations, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands or under the laws of any nature country or political subdivision, or under any common law right of any kind whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters any of Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, this Agreement shall not affect any of the Company’s rights or obligations under (a) the 401k Plan, (b) the Indemnification Agreement, (c) California Labor Code Section 2802, (d) workers compensation or unemployment insurance benefit claims, (e) COBRA, or (f) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors have or may have against you as of the Effective Date, which may arise from or be related to (i) any acts or omissions undertaken by you, or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (ii) any voluntary act undertaken by you, which at the time it was taken by you, was intentionally taken by you in knowing violation of a specific written Company directive or policy that was known to you and which causes or caused the Company material harm or subjects or subjected it to liability. The Company is not currently aware of any claim that it may have for any matter covered under this subsection (ii). To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any way jurisdiction, against you or any of the other Xxxxxxxxx Releasees arising out of or related to ExecutiveCompany’s employment Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against you or any of the other Xxxxxxxxx Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by the Company operates as a complete bar and defense against any and all of Company’s Claims against you or his service as an officer or director any of the Company or the terms and conditions thereof, but only other Xxxxxxxxx Releasees to the maximum extent such claimspermitted by law. If the Company should hereafter make any of Company’s Claims in any charge, causes of complaint, action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums claim or proceeding against you or any of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained the other Xxxxxxxxx Releasees except as expressly provided for in this Agreement shall apply toAgreement, or release the Executive Released Parties from, any obligation of Executive contained in Article IX arising out of the Employment breach by you of this Agreement, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Xxxxxxxxx Releasees shall be entitled to and shall recover from the Company all costs incurred, including reasonable attorneys’ fees, in defending against any such charge, complaint, action, claim or proceeding.

Release by the Company. The Company, the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx sxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities ) Exchange Act of 1934) of 1934)of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall apply to, or release the Executive Released Parties from, any obligation of Executive contained in Article IX of the Employment Agreement.

Release by the Company. The CompanyIn consideration of this Agreement, the Company’s divisionsCompany on behalf of itself, subsidiariesits parent and subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, waives and forever discharges you, your spouse, family members, and other affiliated entities heirs, (collectively, the “Xxxxxx Releasees”) individually and collectively, from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that they have ever had, may now have, or may later assert against the Xxxxxx Releasees, whether or not such entities are wholly owned), and arising out of or related to Xxxxxx’x employment by or the predecessors, successors and assigns performance of any of them, services to or on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known FactsCompany’s Claims”), and agree to release and dischargeincluding without limitation, fully, finally and forever, the Executive Released Parties from any and all claimsother of Company’s Claims arising out of or related to any contract, causes of actionany and all federal, lawsuitsstate or local constitutions, liabilitiesstatutes, debtsrules or regulations, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands or under the laws of any nature country or political subdivision, or under any common law right of any kind whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters any of Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, this Agreement shall not affect any of the Company’s rights or obligations under (a) the Stock Agreements, (b) the InSight 401(k) Plan, (c) the Indemnification Agreement, (d) COBRA, (e) workers’ compensation or unemployment insurance benefits claims, or (f) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any acts or omissions undertaken by you, or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (ii) any voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any way jurisdiction, against you or any of the other Xxxxxx Releasees arising out of or related to ExecutiveCompany’s employment Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Xxxxxx Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by the Company operates as a complete bar and defense against any and all of Company’s Claims against you or his service as an officer or director any of the other Xxxxxx Releasees. If the Company or the terms and conditions thereofshould hereafter make any of Company’s Claims in any charge, but only to the extent such claimscomplaint, causes of action, lawsuitsclaim or proceeding against you or any of the other Xxxxxx Releasees, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement may be raised as and shall apply toconstitute a complete bar to any such charge, complaint, action, claim or release proceeding and you and/or the Executive Released Parties fromother Xxxxxx Releasees shall be entitled to and shall recover from the Company all costs incurred, including reasonable attorneys’ fees, in defending against any obligation of Executive contained in Article IX of the Employment Agreementsuch charge, complaint, action, claim or proceeding.

Release by the Company. The CompanyCompany warrants and represents that it has no knowledge, at the Company’s divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the “Company Releasing Parties”), hereby agree not to xxx the Executive, his spouse, personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the “Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) time of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from the beginning of time up to and including the effective date signing of this Agreement, including, without limitation, all matters that Mr. Olvey has participated xx xxxxxxd in any way related to Executive’s employment by type of misconduct, malfeasance, violation of the Company's policies or illegal acts. Mr. Olvey warrants and repxxxxxxx xx the Company that he has not participated or engaged in any type of misconduct, malfeasance, violation of the Company's policies or illegal acts. In reliance on these warranties and representations by Mr. Olvey, the Company agrexx xx, xy the signing of this Agreement and its acceptance of Mr. Olvey's representationx, xxxxxxxxs, releases, and waivers provided by Mr. Olvey hereunder, irrevxxxxxx xxd unconditionally release Mr. Olvey from all damages, xxxxxxx, lawsuits or claims the Company may have, whether based on contract, tort, statute, or common law, arising from his employment with the Company and/or the conclusion of that employment, or from his service as an a director and officer or director of the Company or the terms and conditions each subsidiary thereof, including, but only to not limited to, a release of any rights or claims the extent such Company may have under applicable law, or any other charges, complaints, claims, causes of action, lawsuits, liabilities, debtsobligations, accountspromises, covenants, contractsagreements, controversies, agreements, promises, sums of money, damages, judgments actions, suits, rights, demands, losses, debts and/or expenses (including attorneys' fees and demands are based upon Known Factscosts actually incurred) of any nature, known or unknown, suspected or unsuspected which the Company may have under any federal, state or local law, and of any other known or unknown claims in contract, tort or common law, including, but not limited to, actions for libel, slander, defamation or small claims accruing through the date of its signing of this Agreement; provided, however, that nothing contained in this waiver does not apply to claims or rights that accrue after the date the Company signs this Agreement shall apply to, or release claims to enforce the Executive Released Parties from, any obligation terms of Executive contained in Article IX of this Agreement brought by the Employment AgreementCompany.