Common use of Seller Release Clause in Contracts

Seller Release. Each Seller, on such Seller’s behalf and on behalf of such Seller’s respective Affiliates, legal representatives, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreement.

Seller Release. Each SellerFor and in consideration of the Purchase Price to be received by the LLC Seller under this Agreement, on such Seller’s behalf from and on behalf of such Seller’s respective Affiliatesafter the Closing, legal representativeseach Seller hereby releases, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases acquits and forever discharges the Company and its respective present and former subsidiaries, successors and assignsAffiliates, and their respective Affiliates’ present, former and future officers, directors, officersattorneys, managersagents, membersRepresentatives, agents trustees, and employees and each of their respective heirs, executors, administrators, successors and assigns (collectivelyeach a “Released Party”), the “Company Released Parties”) of and from any and all Actionsmanner of action or actions, Liabilitiescause or causes of action, Lossesdemands, rights, damages, debts, dues, sums of money, accounts, reckonings, costs, reimbursementsexpenses, damages (whether for compensatoryresponsibilities, specialcovenants, incidental or punitive damagescontracts, equitable relief or otherwise)controversies, demands, recoveries, indemnities agreements and obligations of any kind, in law, at equity or otherwiseClaims whatsoever, whether known or unknown, whether concealed or hiddenof every name and nature, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected both in law and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or in equity (each a breach of any duty, Law or rule“Released Claim”), which such Seller Releasing Parties or such Seller’s heirs, executors, administrators, successors or assigns (each a “Releasor Party”) ever have had, now has, or ever in the future hereafter may have or shall have against the Company any Released Parties and which are based on Party, in each case, arising out of any matters, causes, acts, conduct, claims, circumstances or events occurring or omissions occurring up failing to and including occur or conditions existing, prior to the time the Closing Date (becomes effective. In executing this release, each Releasor Party acknowledges and intends that it shall be effective as a bar to each and every one of the “Released Claims”); provided. Notwithstanding the foregoing, that the foregoing release shall not release, impair or diminish, and the term following are expressly excluded from “Released Claims” shall not includeand no Releasor Party is obligated to release such Releasor Party’s rights and interests (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the Purchaser (ii) with respect to any Releasor Party that is an employee or director of the Company, (1) for any compensation or benefit for services rendered to the Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Company in accordance with plan terms and applicable law) to the extent accrued for in the Final Net Working Capital or Final Indebtedness, (2) under any respectagreement entered into with the Company in connection with such Releasor Party’s employment with or service for the Company to the extent accrued for in the Final Net Working Capital or Final Indebtedness, or (3) for any rights to indemnification or advancement of expenses that such Releasor Party has under the Sellers’ rights terms of the Company’s Charter and Governing Documents (subject to the limitations under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not toSection 5.10(b)), and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have (iii) under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementinsurance policies.

Seller Release. Each As a material inducement to the Buyer’s willingness to enter into and perform this Agreement and to purchase the Equity Interests and the VCG Intellectual Property for the consideration to be paid or provided to the Sellers in connection with such purchase, as of the Closing, each Seller, in its capacity as an individual, shareholder, lender, borrower, member, director, manager, officer, employee, and/or agent of the Vionic Entities and in any other capacity of, on such Seller’s its behalf and on behalf of such Seller’s respective its Affiliates, legal representatives, heirs, successors and assigns (collectivelyeach, the a “Seller Releasing PartiesReleasor”), does hereby absolutelyirrevocably and unconditionally agree and covenant not to xxx or prosecute against the Buyer, unconditionally each Vionic Entity and irrevocably each of their respective Affiliates, and individual, joint or mutual, past, present and future representatives (each, a “Releasee”) and hereby forever waives, releases and forever discharges discharges, to the Company and its respective present and former subsidiariesfullest extent permitted by Applicable Law, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released Parties”) each Releasee from any and all Actionsactions, Liabilities, Losseslosses, damages, costs, reimbursements, damages or expenses whatsoever (whether including any claims for compensatory, special, incidental or punitive damages, equitable relief or otherwisecontribution for any liability under this Agreement) (“Claims”), demandsin each case, recoveriesbased in whole or in part on facts, indemnities whether or not now known, existing on or before the Closing that such Releasor now has or hereafter may have, of whatsoever nature and obligations of any kind, in law, at equity or otherwise, whether known or unknown, whether concealed suspected or hiddenunsuspected, matured or unmatured, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of at law or otherwisein equity, against any or all of the Releasees on account of or by reason of any matter, cause or thing whatsoever prior to the Closing, including any matter related to the business or operations of the Vionic Entities or the Asset Seller or the issuance or ownership of any Equity Interests. Each Seller hereby represents that it has not initiated or filed, and hereby agrees that it shall not initiate or file, or permit the filing or initiation on its behalf of, any lawsuit of any kind whatsoever, or any complaint or charge against Buyer, each Vionic Entity, their Affiliates or any of their respective representatives with respect to conduct the matters released and discharged hereby. Notwithstanding the foregoing, nothing contained in this Section 8.05(c) will operate to waive or release any Claims, whether known or unknown, suspected or unsuspected, matured or unmatured, whether arising at law or in equity (a) that is negligentany Releasor has under this Agreement, grossly negligent, willful, intentional, with any exhibit or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have hadschedule hereto, or ever any agreements, certificates or other documents entered into in the future may have against the Company Released Parties and which are based on actsaccordance with, events pursuant to, or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, otherwise in any respect, the Sellers’ rights under connection with this Agreement or the Transactions, including any Ancillary Document, (b) relating to actual fraud on the part of the Buyer or its Affiliates other Transaction Documents. Each Sellerthan the Vionic Entities, (c) that any Releasee now has, has ever had or may hereafter have against any of the Releasees on behalf account of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, or by reason of assignment any matter, cause or otherwisething whatsoever to the extent first arising after the Closing, assert(d) for unpaid salary and employee benefits in each case (i) accrued or payable prior to the Closing (without giving effect to the Closing), commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller (ii) that are unpaid after the Closing and the Seller Releasing Parties, hereby waives any rights (iii) that such Seller or any Seller Releasing Party may have under any Law which provides that are reflected as a general release does not extend to claims which the releasing party does not know or suspect to exist liability in the releasing party’s favor at Final Closing Working Capital; or (e) that may be brought pursuant to Section 8.03(a) or the time limited liability company agreements or other Organizational Documents of executing the release, which if known Vionic Entities as contemplated by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementsubject to Section 8.03.

Seller Release. Each SellerEffective as of the Closing, on such Seller’s behalf each Seller hereby releases and on behalf forever discharges each Company and each of such Seller’s respective Affiliatesits past and present officers, legal representativesdirectors, heirsemployees and agents (individually, successors a “Releasee” and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released PartiesReleasees”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)claims, demands, recoveriesactions, indemnities arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and obligations of any kind, in law, at equity or otherwiseliabilities whatsoever, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that relate in any way to such Sellers’ indirect or direct ownership of any Ownership Interest in any Company, including with respect the Equity Interests. The scope of the release shall include all Claims (a) relating to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any dutyfiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, Law or rule, which as such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”)be amended; provided, however, that the foregoing release and discharge shall not releaserelease (i) Buyer of its obligations or liabilities to such Seller pursuant to this Agreement, impair or diminish(ii) any benefits under the welfare benefit plans, practices, policies and programs provided by any Company arising prior to the term “Released Claims” shall not include, Closing in any respect, connection with the Sellers’ rights under this Agreement or the other Transaction Documentsemployment of such Seller. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, understands and agrees to cause such Seller’s respective Affiliates not tothat it is expressly waiving all Claims against the Releasees covered by this Section 11.18, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights including those Claims that such Seller or any Seller Releasing Party it may have under any Law which provides that a general release does not extend to claims which the releasing party does not know of or suspect to exist in the releasing party’s favor at the time of executing the releasewhich, which if known by such the releasing party known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable law that provide to the releasing party’s settlementcontrary. Each Seller acknowledges that hereby ratifies each and every amendment to the foregoing waiver was separately bargained for Organizational Documents of any Company and is each and every merger of any Company or any of its respective predecessors effected at a key element time prior to the Closing when such Seller owned any Ownership Interests of this Agreementsuch Company or any such predecessor.

Seller Release. Each Simultaneously with the Closing, Seller, on such Seller’s behalf and on behalf of such Seller’s respective Affiliates, legal representatives, heirs, successors itself and assigns its Affiliates (collectively, other than the “Seller Releasing Parties”Companies), hereby absolutely, unconditionally and irrevocably releases and forever discharges discharges, effective as of and forever after the Closing Date, to the fullest extent permitted by Law, each of the Companies and their respective officers, directors, managers and employees from any and all debts, Liabilities, Proceedings, judgments or controversies of any kind whatsoever (collectively, “Pre-Transaction Claims”) that Seller and its Affiliates (other than the Companies), may possess, if any, against any Company and its respective present and former subsidiariesofficers, successors and assigns, and their respective directors, officersmanagers and employees, managersincluding, membersto the extent arising out of or based upon any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL MISCONDUCT OR STRICT LIABILITY), agents and employees (collectivelymisrepresentation, omission, transaction, fact, event or other matter, in each case occurring prior to the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages Closing Date (whether for compensatory, special, incidental based at law or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity or otherwise, whether foreseen or unforeseen, matured or unmatured, known or unknown, whether concealed accrued or hiddennot accrued) (collectively, whether disclosed “Pre-Transaction Matters”), including: (a) claims by Seller or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including its Affiliates (other than the Companies) with respect to conduct that repayment of loans or other indebtedness; (b) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which Seller or any of its Affiliates (other than the Companies), is negligent, grossly negligent, willful, intentionala party; and (c) claims by Seller and its Affiliates (other than the Companies), with respect to dividends, distributions, violations of preemptive rights and Seller’s status as a member or without malice or a breach other security holder of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in of the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”)Companies; provided, however, that the foregoing release this Section 10.1 shall not releaseapply to any Claim for Indemnification, impair debts, Liabilities, Proceedings, judgments or diminish, and the term “Released Claims” shall not include, in controversies of any respect, the Sellers’ rights under kind whatsoever pursuant to this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller itself and its Affiliates (other than the Seller Releasing PartiesCompanies), agrees hereby further agrees, from and after the Closing Date, not toto file or initiate any Proceeding before any Governmental Authority on the basis of or respecting any Pre-Transaction Claim concerning any Pre-Transaction Matter that is released under this Section 10.1. Notwithstanding anything in this Section 10.1 to the contrary, and agrees to cause such the Parties agree that this Section 10.1 shall not limit Refining Company’s obligations under Section 6.8 and/or Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and right to the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist funds included in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Subject Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this AgreementAccount.

Seller Release. Each Effective as of the Closing, Seller, on such Seller’s behalf and on behalf of such Seller’s respective for itself, its Affiliates, legal representatives, heirs, and for its successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutelyreleases, unconditionally acquits and irrevocably releases and absolutely forever discharges the Company each of Parent, Buyer and its respective present and former subsidiariestheir Affiliates, successors and assigns, assigns and their respective directorspast, present and future employees, officers, managersdirectors, membersstockholders, agents licensees, agents, administrators, insurers and employees attorneys (collectively, the “Company Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all Actionsclaims, Liabilitiessuits, Lossesdemands, damages, losses, debts, liabilities, judgments, obligations, costs, reimbursements, damages expenses (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwiseincluding reasonable attorneys' and accountants' fees and expenses), demands, recoveries, indemnities actions and obligations causes of action of any kindnature whatsoever (including any claims based on or relating to infringement, in lawmisappropriation of trade secrets, at equity breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or otherwiseany other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwiseunsuspected, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such the Seller Releasing Parties ever have now have, or at any time previously had, or ever shall or may have in the future may have future, in whatever capacity, against the Company Buyer Released Parties and which are based Parties, (i) arising or accruing on acts, events or omissions occurring up to and including before the Closing Date (the “Released Claims”); providedDate, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not includeincluding any unpaid Transaction Expenses, in any respect, connection with or otherwise in relation to the Sellers’ rights under transactions contemplated by this Agreement or the other Transaction Documents. Each (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, on any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of such Seller and the Seller Releasing Parties, agrees not toin executing this Agreement, and agrees to cause such Seller’s respective Affiliates not toin giving and receiving the consideration called for herein, whether that the release contained in such Seller’s own capacity, this Section 10.01 shall be effective as successor, a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by reason the Seller Releasing Parties and the Buyer Released Parties of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any all Seller Released Claim against any Company Released PartyMatters. Each Seller, for itself and on behalf of such Seller and the other Seller Releasing Parties, hereby waives any acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights that such Seller or any Seller Releasing Party may have under any Law and benefits of Section 1542 of the California Civil Code, which provides that a that: A general release does not extend to claims which the releasing party creditor does not know or suspect to exist in the releasing party’s his or her favor at the time of executing the release, which if known by such the releasing party may him or her must have materially affected such his or her settlement with the releasing party’s settlementdebtor. Each Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the foregoing waiver was separately bargained for and is a key element subject matter of this Agreementrelease, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.

Seller Release. Each SellerExcept as contemplated by Article VII or in the case of Actual Fraud, on such Seller’s behalf from and after the Closing, Seller agrees, on behalf of such Seller’s respective itself, its subsidiaries and its Affiliates, legal representatives, heirs, successors and assigns (collectivelythat none of Purchaser, the “Seller Releasing Parties”)Sponsors, hereby absolutelythe Acquired Companies, unconditionally their Affiliates, their current or former officers and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and directors or any of their respective directorsRepresentatives, officerswhether in any individual, managerscorporate, members, agents and employees or any other capacity (collectively, the “Company Purchaser Released Parties”) from shall have any liability or responsibility to Seller nor any of the Seller Related Parties for (and Seller hereby unconditionally irrevocably waives, acquits, remises, discharges and forever releases, on behalf of itself and its Affiliates, Purchaser Released Parties from) any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental obligations or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations Liabilities of any kindkind or nature whatsoever, in laweach case whether absolute or contingent, at equity liquidated or otherwiseunliquidated, whether known or unknown, whether concealed matured or hiddenunmatured or determined or determinable, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by under any Law, contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at Law or in equity: (a) arising out of, or relating to, the organization, management or operation of law the businesses of the Acquired Companies relating to any matter, occurrence, action or otherwiseactivity on or prior to the Closing Date, including (b) relating to this Agreement and the transactions contemplated hereby, except, in the case of Purchaser, for covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms, (c) arising out of or due to any inaccuracy or breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, the Schedules and Exhibits hereto or in any Transaction Document or certificate contemplated hereby and delivered in connection herewith, except, in the case of Purchaser, with respect to conduct that is negligentthe covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, grossly negligent, willful, intentional, each of which will survive in accordance with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have hadits terms, or ever in the future may have against the Company Released Parties and which are based on acts(d) relating to any information, events documents or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair materials furnished by or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment Acquired Companies or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this AgreementPurchaser.

Seller Release. Each As of the Closing, Seller, on such Seller’s behalf and on behalf of such Seller’s respective Affiliatesitself and its heirs, legal executors, administrators, agents, successors, assigns and Affiliates (other than the Transferred Companies) (collectively, the “Releasing Parties”), irrevocably and unconditionally waives and releases any and all rights with respect to, and releases, forever acquits and discharges the Transferred Companies and their present and future directors, officers, employees, agents and other representatives, and their respective heirs, executors, administrators, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released Parties”) from with respect to, any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)claims, demands, recoveriescharges, indemnities complaints, obligations, causes of action, suits, liabilities, indebtedness, sums of money, covenants, agreements, instruments, contracts (written or oral, express or implied), controversies, promises, acts, omissions, fees, expenses (including attorneys’ fees, costs and obligations expenses), damages and judgments, at law or in equity, in contract or tort, in the United States, state, foreign or other judicial, administrative, arbitration or other proceedings, of any kindnature whatsoever, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law unsuspected, previously, now or otherwisehereafter arising, including with respect to conduct that is negligentin each case which arise out of, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based upon or are connected with facts or events occurring or in existence on actsor prior to the Closing, events relating to the Transferred Companies or omissions occurring up to and including the Closing Date Seller’s ownership interest therein (the “Released Claims”); provided, however, that in no event shall the foregoing release shall not release, impair apply with respect to (a) any obligations of any Released Party set forth in this Agreement (including the indemnification obligations set forth in Article VIII) or diminish, and the term “Released Claims” shall not include, in any respectAncillary Document to which Seller is a party, subject to the Sellers’ rights under limitations and conditions provided in this Agreement or such Ancillary Document to which Seller is a party or (b) any indemnification or similar obligations of the other Transaction Documents. Each SellerTransferred Companies existing as of the date of this Agreement to any of the Releasing Parties in their capacities as directors, on behalf managers or officers under the organizational documents of such Seller and the Seller Releasing PartiesTransferred Companies, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides Business Agreement that a general release does is not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreement.terminated pursuant to

Seller Release. Each Effective as of the Calculation Time, each Seller, including on behalf of anyone claiming through such Seller (including such Seller’s behalf Affiliates) and on behalf of such Seller’s respective Affiliatesthe heirs, legal executors, personal representatives, heirs, successors and assigns of any of the foregoing (collectively, the “Seller Releasing Parties”), hereby absolutely, irrevocably and unconditionally and irrevocably releases and forever discharges each of Buyer, each of the Company Purchased Company, Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, Heartland Guaranty, LLC, Heartland Solutions, LLC, NMS Warranty Co., each subsidiary of any of the foregoing, and its respective present each current and former subsidiariesequityholder, director, manager, officer, employee and agent of any of the foregoing, and the respective heirs, executors, personal representatives, successors and assigns, and their respective directors, officers, managers, members, agents and employees assigns of each of the foregoing (collectively, the “Company Buyer Released Parties”) ), of and from any and all Actions, Liabilities, Actions and Losses, costswhatsoever, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity common law, or otherwisein equity, and whether based on or alleged to be associated with an Action founded in negligence or strict liability, which any of the Seller Releasing Parties now has, ever had or may have against each of the Buyer Released Parties, now or in the future, in each case, arising out of or in connection with any matter, cause, thing, fact or circumstance which existed on or prior to the Closing Date or arising out of events occurring or conditions existing on or prior to the Closing Date. Notwithstanding the foregoing, nothing contained in this Section 12.11 will operate to waive or release any and all Actions or Losses, whatsoever, whether known in law, common law, or unknownin equity, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation based on or alleged to be associated with an Action founded in negligence or strict liability (i) that any Seller Releasing Party has under this Agreement, any Schedule hereto or any other agreement, certificate, or instrument delivered in connection with the transactions contemplated hereby; (ii) any contract of law employment and/or consultancy services with Buyer, the Purchased Company, or otherwise, including with respect any of their respective Affiliates to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties Party is a party and which are based on actsshall continue to have effect following Closing; (iii) [reserved]; (iv) [reserved]; (v) subject to the limitations set forth in Section 9.10 hereof, events or omissions occurring up with respect to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ indemnification rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the a Seller Releasing PartiesParty under the Purchased Company’s organizational documents, agrees not to, if any; and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights (vi) that such Seller or any Seller Releasing Party now has, has ever had or may hereafter have under against any Law which provides that a general release does not extend of the Buyer Released Parties on account of or by reason of any matter, cause or thing whatsoever to claims which the releasing party does not know extent arising solely at or suspect to exist in after the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlementClosing. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreement.Section 12.12

Seller Release. Each Effective as of the Closing, Seller, on such Seller’s behalf and on behalf of such Seller’s itself and its Affiliates (other than the Acquired Company Entities), and its and their respective Affiliates, legal representatives, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely(a) agrees to terminate, unconditionally or cause to be terminated, any Contract required to be terminated pursuant to Section 5.09, in each case without further obligation or Liability of Buyer Parent or any of its Affiliates (including the Acquired Company Entities), and irrevocably releases (b) forever waives, releases, remises and forever discharges the Buyer Parties, the Acquired Company and its respective present and former subsidiaries, successors and assigns, Entities and their respective successors and, in their capacities as such, the directors, officers, managers, membersemployees, agents and employees assigns of the foregoing (collectively, the “Acquired Company Released Parties”) from any Action or Liability that the Seller Releasing Parties may currently have, or may have in the future, solely to the extent (i) arising out of facts, circumstances, actions, omissions or events giving rise to such claim or Liability that occurred on or prior to the Closing and all Actionsin each case relating to the Acquired Company Entities or direct or indirect ownership therein (including (1) under any loan provided to the Acquired Company Entities and (2) any entitlement to expense reimbursement or sponsor, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental monitoring or punitive damages, equitable relief or otherwisesimilar fees), demands, recoveries, indemnities and obligations (ii) relating to the allocation or distribution of any kindconsideration received by Seller hereunder, in law, at equity or otherwise, whether known (iii) relating to the approval or unknown, whether concealed consummation of the transactions contemplated by this Agreement or hidden, whether disclosed any other Transaction Document or undisclosed, whether contingent any other agreement contemplated herein or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwisetherein, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a any alleged breach of any dutyduty by any officer, Law manager, director, equityholder or ruleother owner of ownership interests of Seller, any Acquired Company Entity or any of their respective Affiliates, except for the Seller Releasing Parties’ (x) express rights pursuant to this Agreement or any other Transaction Document to which it is a party or otherwise beneficiary (including claims for Fraud), (y) express rights (other than in connection with any breach) under any Related Party Contract that is expressly permitted to survive the Closing in accordance with this Agreement and (z) if such Seller 102 Releasing Parties ever have hadParty is a Service Provider under any Excluded Arrangement (including rights to earned but unpaid wages or compensation, or ever in the future may have against the Company Released Parties unpaid vacation and which are based on actsunreimbursed business expenses) (collectively, events or omissions occurring up subject to and including the Closing Date (such exceptions, the “Seller Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller itself and the other Seller Releasing Parties, (i) represents that it has not assigned or transferred to any Person all or any part of, or any interest in, any Seller Released Claims and (ii) acknowledges that the Seller Releasing Parties may hereafter discover facts other than or different from those that they know or believe to be true with respect to the subject matter of the Seller Released Claims, but it hereby expressly agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacitythat, as successorof the Closing, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, it (on behalf of itself and the other Seller Releasing Parties) shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Seller Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. Seller (on behalf of itself and the other Seller Releasing Parties) hereby acknowledges and agrees that if, after the Closing, Seller or any of the other Seller Releasing Parties should make any claim or demand or commence or threaten to commence any Action against any Acquired Company Released Party with respect to any Seller Released Claim, this Section 11.13(a) may be raised as a complete bar to any such Action, and the applicable Released Party may recover from Seller and the other Seller Releasing PartiesParties all costs incurred in connection with such Action, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementincluding attorneys’ fees.

Seller Release. Each Effective as of the Closing, Seller, on such Seller’s behalf and on behalf of such Seller’s respective itself and each of its Affiliates, legal representatives, heirs, successors and assigns (collectively, the each a “Seller Releasing PartiesParty”), hereby absolutelyforever waives, unconditionally releases, remises and irrevocably releases and forever discharges the Company Buyer (and its respective present direct and former subsidiariesindirect equityholders), its predecessors, successors and assignsAffiliates and, and in their respective capacities as such, the equityholders, directors, officers, managersemployees, membersconsultants, agents attorneys, agents, assigns and employees employee benefit plans of the foregoing (collectively, the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental Action or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of Liability that any kind, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have hadParty may currently have, or ever may have in the future may have against the Company Released Parties and which are based future, (i) arising prior to, on acts, events or omissions occurring up to and including after the Closing Date (so long as the facts, circumstances, actions, omissions and/or events giving rise to such Action or Liability (x) occurred on or prior to the Closing or (y) occurred after the Closing but were substantially similar to, or were a continuation of, facts, circumstances, actions, omissions and/or events that occurred on or prior to the Closing) relating to the Business or the Purchased Assets or any direct or indirect ownership therein or operation thereof or (i) relating to the approval or consummation of the transactions contemplated by any Transaction Document or any other Contract contemplated therein, including any alleged breach of any duty by any officer, manager, director, equityholder or other owner of ownership interests of Seller (or any Affiliate thereof), except for the Releasing Parties’ express rights pursuant to any other Transaction Document to which it is a party (collectively, subject to such exceptions, the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller itself and the Seller other Releasing Parties, (i) represents that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any Action or Liability of any nature, character or description whatsoever, which is or which purports to be released or discharged by this ‎Section 13.13 and (ii) acknowledges that the Releasing Parties may hereafter discover facts other than or different from those that they know or believe to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacitythat, as successorof the Closing, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, it (on behalf of such Seller itself and the Seller other Releasing Parties) shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. Seller (on behalf of itself and the other Releasing Parties) hereby waives any rights acknowledges and agrees that such if, after the Closing, Seller or any Seller of its other Releasing Parties should make any claim or demand or commence or threaten to commence any Action against any Released Party with respect to any Released Claim, this ‎Section 13.13 may be raised as a complete bar to any such Action, and the applicable Released Party may have under recover from Seller or its other Releasing Parties all costs incurred in connection with such Action, including attorneys’ fees. Without limiting the generality of the foregoing, Seller hereby waives the application of any Law which provides provision of Applicable Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. Section 1542 of the California Civil Code provides: “A general release does not extend to claims which that the creditor or releasing party does not know or suspect to exist in the releasing party’s his or her favor at the time of executing the releaserelease and that, which if known by such the releasing party may him or her, would have materially affected such his or her settlement with the releasing debtor or released party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreement.”

Seller Release. Each Effective as of the Closing, each Seller, on such Seller’s behalf severally and not jointly, on behalf of such Seller’s respective itself and its Affiliates, legal hereby releases, remises and forever discharges any and all rights, claims and Losses of any type that it or any of its Affiliates has had, now has or might now or hereafter have against Buyer and the Group Companies, and each of their respective individual, joint or mutual, past, present and future representatives, heirsAffiliates, equityholders, Subsidiaries, successors and assigns (collectivelyeach, a “Releasee”) in respect of, relating to or arising in connection with the Group Companies contemporaneously with or prior to the Closing Date, except (i) for rights, claims and Losses arising under this Agreement, the “Seller Releasing Parties”)Restated Employment Agreements or any Ancillary Agreement, hereby absolutely(ii) in the case of Sellers who are D&O Indemnified Parties or employees, unconditionally for rights under indemnification provisions of the Organizational Documents of any Group Company, as applicable, and irrevocably releases and forever discharges rights under any employment, Option, bonus or other employment or compensation agreements or plans, (iii) rights under any applicable workers’ compensation statutes arising out of compensable job related injuries occurring prior to the Company Closing Date, or (iv) any claim which, as a matter of applicable Law, cannot be released. Each such Seller, for itself and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees Affiliates (collectively, x) acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental facts which such Seller or punitive damages, equitable relief Affiliate now knows or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including believes to be true with respect to conduct the subject matter of this Agreement, but that is negligentsuch Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, grossly negligent, willful, intentional, with or without malice or a breach notwithstanding the discovery of any dutysuch different or additional facts and (y) acknowledges that it has been informed of, Law and that such Seller or ruleAffiliate is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Such Seller, for itself and its Affiliates, hereby waives and relinquishes (a) all rights and benefits such Seller Releasing Parties ever Person has or may have hadunder Section 1542 of the Civil Code of the State of California, to the full extent that such Person may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement and (b) any similar or ever comparable protections afforded by any case law or statutes of similar import, whether such laws are in the future may have against United States or elsewhere in the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documentsworld. Each Seller, on behalf of such Seller for itself and the Seller Releasing Partiesits Affiliates, agrees not tohereby irrevocably covenants to refrain from, and agrees to cause such Seller’s respective Affiliates not todirectly or indirectly, whether in such Seller’s own capacity, as successor, by reason of assignment asserting any claim or otherwise, assert, commence, join indemand, or assist commencing, instituting or encourage any third party in assertingcausing to be commenced or voluntarily aiding, any Released Claim proceeding of any kind against any Company Released PartyReleasee, based upon any matter purported to be released hereby. Each Seller, on behalf The parties acknowledge that this Section 5.12 is not an admission of such Seller and liability or of the Seller Releasing Parties, hereby waives accuracy of any rights alleged fact or claim. The parties expressly agree that such Seller this Section 5.12 shall not be construed as an admission in any proceeding as evidence of or an admission by any Seller Releasing Party may have under party of any Law which provides that a general release does not extend to claims which the releasing party does not know violation or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementwrongdoing.

Seller Release. Each Seller(a) From and after the Closing, on such Seller’s behalf and on behalf none of such Seller’s Buyer, the Company or any of their respective Affiliates, legal representativespredecessors, heirssuccessors, parent corporations, Subsidiaries, stockholders, current or former directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Seller Released Parties”) shall have any obligation or liability to any undersigned Seller, or his, her or its successors or assigns, in his, her or its capacity as a Seller and/or as a director, officer and assigns employee of the Company or any of its Subsidiaries (collectivelyas applicable), whether arising prior to, on or after the Closing (so long as the events giving rise to the liability or obligation occurred prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligations, the “Seller Releasing PartiesReleased Obligations”), hereby absolutelyexcept for (i) rights and claims for indemnification to the extent a Seller Indemnified Party is entitled to be indemnified by Buyer under Article VII of this Agreement, unconditionally (ii) the undersigned Seller’s right to full and irrevocably releases complete payment for its Shares, (iii) if the undersigned Seller is an officer, director or employee of any Group Company, rights under any Benefit Plan (other than any such plan that provides for equity-based compensation), rights to earned but unpaid wages or compensation, unpaid vacation or sick pay or unreimbursed business expenses and forever discharges (iv) the Company and its respective present and former subsidiariesthird party beneficiary rights, successors and assignsif any, and their respective directors, officers, managers, members, agents and employees described in Section 6.8(b) (collectivelyitems (i) through (iv), the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released ClaimsSpecified Obligations”); provided, that the foregoing release shall not release, impair or diminish, and preclude the term “Released Claims” shall not include, in any respect, undersigned Seller from seeking recovery under the Sellers’ rights under this Agreement or D&O Tail to the other Transaction Documents. Each Seller, on behalf of extent such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and coverage is a key element of this Agreementavailable.

Seller Release. Each SellerEffective as of the Closing, on such Seller’s behalf and Seller on behalf of such Seller’s respective Affiliatesitself and its past, legal representativespresent or future successors, heirsassigns, successors employees, agents, equityholders, partners, Affiliates and assigns representatives (collectivelyincluding their past, present or future officers and directors) (the “Seller Releasing PartiesReleasors”)) hereby irrevocably and unconditionally releases, hereby absolutely, unconditionally and irrevocably releases acquits and forever discharges the Company Buyer and its predecessors, successors, parents, Subsidiaries and other Affiliates (including the Company), and all of their respective present current and former subsidiariesofficers, successors and assigns, and their respective directors, officersmembers, managers, membersshareholders, employees, agents and employees (collectivelyrepresentatives, the “Company Released Parties”) of and from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities accounts and obligations of Liabilities (including attorneys’ fees) held by any kind, in law, at equity or otherwiseSeller Releasor, whether known or unknown, whether concealed matured or hiddenunmatured, whether disclosed suspected or undisclosedunsuspected, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable absolute or unforeseeablecontingent, whether foreseen direct or unforeseenderivative, whether anticipated to the extent arising out of or unanticipatedrelating to Seller’s or its Affiliates’ ownership of the Company and the Transferred Assets and Liabilities, whether suspected in each case, arising from any act or unsuspected omission prior to the Closing, except for any of the foregoing set forth in, pursuant to, or arising out of (a) this Agreement, any agreements entered into in connection with this Agreement, or the transactions contemplated hereby or thereby, or (b) any existing agreements between Buyer and whether its Affiliates (including the Company following the Closing), on the one hand, and Seller and its Affiliates, on the other hand, for matters arising and accruing (and only to the extent arising and accruing) unrelated to the transactions contemplated by operation of law this Agreement. The Seller Releasors irrevocably covenant to refrain from, directly or otherwiseindirectly, including with respect asserting any claim, or commencing, instituting or causing to conduct that is negligentbe commenced, grossly negligent, willful, intentional, with or without malice or a breach any Action of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim kind against any Company Released Party. Each Sellerreleased party, on behalf of such Seller and the Seller Releasing Parties, hereby waives based upon any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementmatter released hereby.

Seller Release. Each SellerFor and in consideration of the Purchase Price to be received by the LLC Seller under this Agreement, on such Seller’s behalf from and on behalf of such Seller’s respective Affiliatesafter the Closing, legal representativeseach Seller hereby releases, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases acquits and forever discharges the Company and its respective present and former subsidiaries, successors and assignsAffiliates, and their respective Affiliates’ present, former and future officers, directors, officersattorneys, managersagents, membersRepresentatives, agents trustees, and employees and each of their respective heirs, executors, administrators, successors and assigns (collectivelyeach a “Released Party”), the “Company Released Parties”) of and from any and all Actionsmanner of action or actions, Liabilitiescause or causes of action, Lossesdemands, rights, damages, debts, dues, sums of money, accounts, reckonings, costs, reimbursementsexpenses, damages (whether for compensatoryresponsibilities, specialcovenants, incidental or punitive damagescontracts, equitable relief or otherwise)controversies, demands, recoveries, indemnities agreements and obligations of any kind, in law, at equity or otherwiseClaims whatsoever, whether known or unknown, whether concealed or hiddenof every name and nature, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected both in law and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or in equity (each a breach of any duty, Law or rule“Released Claim”), which such Seller Releasing Parties or such Seller’s heirs, executors, administrators, successors or assigns (each a “Releasor Party”) ever have had, now has, or ever in the future hereafter may have or shall have against the Company any Released Parties and which are based on Party, in each case, arising out of any matters, causes, acts, conduct, claims, circumstances or events occurring or omissions occurring up failing to and including occur or conditions existing, prior to the time the Closing Date (becomes effective. In executing this release, each Releasor Party acknowledges and intends that it shall be effective as a bar to each and every one of the “Released Claims”); provided. Notwithstanding the foregoing, that the foregoing release shall not release, impair or diminish, and the term following are expressly excluded from “Released Claims” shall not includeand no Releasor Party is obligated to release such Releasor Party’s rights and Interests: (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the Purchaser, (ii) with respect to any Releasor Party that is an employee or director of the Company, (1) for any compensation or benefit for services rendered to the Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Company in accordance with plan terms and applicable law), (2) under any respectagreement entered into with the Company in connection with such Releasor Party’s employment with or service for the Company, or (3) for any rights to indemnification or advancement of expenses that such Releasor Party has under the Sellers’ rights terms of the Company’s Charter and Governing Documents (subject to the limitations under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not toSection 5.10(b)), and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have (iii) under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementinsurance policies.

Seller Release. Each SellerEffective as of the Closing, on such Seller’s behalf Seller hereby releases and on behalf forever discharges each Company and each of such Seller’s respective Affiliatesits past and present officers, legal representativesdirectors, heirsemployees and agents (individually, successors a “Releasee” and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released PartiesReleasees”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)claims, demands, recoveriesactions, indemnities arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and obligations of any kind, in law, at equity or otherwiseliabilities whatsoever, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which Seller now has or has ever had against the respective Releasees however arising and that relate in any way to Seller’s indirect or direct ownership of any Ownership Interest in a Company, including with respect the Equity Interests. The scope of the release shall include all Claims (a) relating to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any dutyfiduciary duty owed by the Releasees to a Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, Law or rule, which as such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”)be amended; provided, however, that the foregoing release and discharge shall not releaserelease (i) Buyer of its obligations or liabilities to Seller pursuant to this Agreement, impair or diminish(ii) any benefits under the welfare benefit plans, practices, policies and programs provided by a Company arising prior to the term “Released Claims” shall not includeClosing in connection with the employment of Seller or his position as an officer and/or director of any of the Companies, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documentsif applicable. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, understands and agrees to cause such Seller’s respective Affiliates not tothat it is expressly waiving all Claims against the Releasees covered by this Section 11.17, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights including those Claims that such Seller or any Seller Releasing Party it may have under any Law which provides that a general release does not extend to claims which the releasing party does not know of or suspect to exist in the releasing party’s favor at the time of executing the releasewhich, which if known by such the releasing party known, may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of decision to provide this Agreement, and Seller expressly waives any rights under applicable law that provide to the contrary. Seller hereby ratifies each and every amendment to the Organizational Documents of any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when Seller owned any Ownership Interests of such Company or any such predecessor.

Seller Release. Each Effective as of the Closing, Seller, on such Seller’s behalf and on behalf of such Seller’s respective himself and his Representatives, Affiliates, legal representatives, heirs, successors and assigns (collectively, the “Seller Releasing Parties”)) irrevocably and unconditionally waives and releases any and all rights with respect to, hereby absolutelyand releases, unconditionally forever acquits and irrevocably releases and forever discharges the Company and its respective present and former subsidiariesAffiliates (including, without limitation, the Buyer), Representatives, successors and assigns, and their respective directors, officers, managers, members, agents and employees assigns (collectively, the “Company Released Parties”) from with respect to, any and all Actionsclaims, demands, charges, complaints, obligations, causes of action, suits, Liabilities, LossesIndebtedness, costssums of money, reimbursementscovenants, agreements, instruments, Contracts (written or oral, express or implied), controversies, promises, fees, expenses (including attorneys’ fees, costs and expenses), damages (whether for compensatoryand judgments, specialat law or in equity, incidental in contract or punitive damagestort, equitable relief in the United States, state, foreign or otherwise)other judicial, demandsadministrative, recoveriesarbitration or other proceedings, indemnities and obligations of any kindnature whatsoever, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law unsuspected, previously, now or otherwisehereafter arising, including with respect to conduct that is negligentin each case which arise out of, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based upon or are connected with facts or events occurring in existence on acts, events or omissions occurring up prior to and including the Closing Date (the “Released Claims”); provided, however, that in no event shall the foregoing release shall not release, impair or diminish, and the term “apply with respect to (i) any obligations of any Released Claims” shall not include, Party set forth in any respect, the Sellers’ rights under this Agreement or in any Ancillary Document (including the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether indemnification obligations set forth in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element ARTICLE VIII of this Agreement, and including any agreement related to the Buyer Rollover Stock), subject to the limitations and conditions provided in this Agreement or such applicable Ancillary Agreements and (ii) any rights or claims arising prior to the Closing for employment or consulting compensation, employee benefits, or expense reimbursement unpaid as of the Closing to the extent reflected in the Estimated Closing Date Balance Sheet. The Seller represents and warrants that he has not assigned or otherwise transferred any right or interest in or to any of the Released Claims.

Seller Release. Each SellerEffective as of the Closing, on such Seller’s behalf each Seller hereby releases and on behalf forever discharges each Company and each of such Seller’s respective Affiliatesits past and present officers, legal representativesdirectors, heirsemployees and agents (individually, successors a “Releasee” and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released PartiesReleasees”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)claims, demands, recoveriesactions, indemnities arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and obligations of any kind, in law, at equity or otherwiseliabilities whatsoever, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that arise out of Seller’s indirect or direct ownership of any Ownership Interest in any Company, including with respect the Equity Interests. The scope of the release shall include all Claims (a) relating to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any dutyfiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, Law or rule, which as such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”)be amended; provided, however, that the foregoing release and discharge shall not release, impair release (i) Buyer of its obligations or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under liabilities to such Seller pursuant to this Agreement or the other Transaction Documents, (ii) any benefits under insurance policies or the welfare benefit plans, practices, policies and programs provided by any Company arising prior to the Closing or otherwise in connection with the employment of such Seller, (iii) Sellers’ rights to indemnification pursuant to the Organizational Documents or pursuant to applicable Law or (iv) claims that cannot be released pursuant to applicable Law (to the extent covered by and paid in full out of payments under the Tail Policy). Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, understands and agrees to cause such Seller’s respective Affiliates not tothat it is expressly waiving all Claims against the Releasees covered by this Section 11.17, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights including those Claims that such Seller or any Seller Releasing Party it may have under any Law which provides that a general release does not extend to claims which the releasing party does not know of or suspect to exist in the releasing party’s favor at the time of executing the releasewhich, which if known by such the releasing party known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable law that provide to the releasing party’s settlementcontrary. Each Seller acknowledges that hereby ratifies each and every amendment to the foregoing waiver was separately bargained for Organizational Documents of any Company and is each and every merger of any Company or any of its respective predecessors effected at a key element time prior to the Closing when such Seller owned any Ownership Interests of this Agreementsuch Company or any such predecessor.

Seller Release. Each SellerEffective as of the Closing, on such Seller’s behalf each of STR Sellers, STRG Seller and Holdings, on behalf of such Seller’s respective itself and its Affiliates, legal representativesincluding its officers, heirsdirectors, successors employees, partners, agents, attorneys, accountants, advisors and assigns representatives (collectively, the “Seller Releasing PartiesReleasors”), ) hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company each Company, its Affiliates and Subsidiaries and each of its respective past and present and former subsidiariesofficers, successors and assigns, and their respective directors, officersemployees, managerspartners, membersagents, agents attorneys, accountants, advisors and employees representatives (individually, a “Releasee” and collectively, the “Company Released PartiesReleasees”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)claims, demands, recoveriesactions, indemnities arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and obligations of any kind, in law, at equity or otherwiseliabilities whatsoever, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which any of the Seller Releasors now has, has ever had, or may have in the future against the respective Releasees however arising and that arise out of Seller’s indirect or direct ownership of any Ownership Interest in any Company or Subsidiary thereof, including with respect the Equity Interests, or that arise out of the transactions contemplated by the Xxxx of Sale and Release and Intellectual Property Assignment, each by and between STR and STR Sector Analysis, LLC, and dated as of September 24, 2019, as amended as of the date hereof. The scope of the release shall include all Claims (a) relating to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any dutyfiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company or Subsidiary thereof, Law or rule, which as such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”)be amended; provided, however, that the foregoing release and discharge shall not release, impair release (i) Buyers of their obligations or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under liabilities to such Seller pursuant to this Agreement or the other Transaction Documents. Each , (ii) any benefits under insurance policies or the welfare benefit plans, practices, policies and programs provided by any Company or Subsidiary thereof arising prior to the Closing or otherwise in connection with the employment of such STR Seller or STRG Seller, on behalf (iii) STR Sellers’, STRG Seller’ or Holdings’ rights to indemnification pursuant to the Organizational Documents or pursuant to applicable Law or (iv) claims that cannot be released pursuant to applicable Law (to the extent covered by and paid in full out of such payments under the Tail Policy). Holdings and each STR Seller and the STRG Seller Releasing Parties, agrees not to, understands and agrees to cause such Seller’s respective Affiliates not tothat they are expressly waiving all Claims against the Releasees covered by this Section 12.17, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights including those Claims that such Seller or any Seller Releasing Party they may have under any Law which provides that a general release does not extend to claims which the releasing party does not know of or suspect to exist in the releasing party’s favor at the time of executing the releasewhich, which if known by such the releasing party known, may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of decision to provide this Agreement, and Holdings and each STR Seller and STRG Seller expressly waive any rights under applicable Law that provide to the contrary. Holdings and each STR Seller and STRG Seller hereby ratify each and every amendment to the Organizational Documents of any Company and Subsidiary thereof and each and every merger of any Company or Subsidiary thereof or any of their respective predecessors effected at a time prior to the Closing when Holdings and each STR Seller and STRG Seller owned any Ownership Interests of such Company (or Subsidiary thereof) or any such predecessor.

Seller Release. Each Seller(i) Subject to Section 8.5(a)(ii), on such Seller’s behalf as of the Effective Time, the Seller hereby forever fully and on behalf of such Seller’s irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective Affiliatespredecessors, legal representativessuccessors, heirsdirect or indirect subsidiaries, successors stockholders, members, partners, managers, directors, officers, employees, agents, and assigns representatives (collectively, the “Seller Releasing Purchaser Released Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released Parties”) from any and all ActionsProceedings, LiabilitiesOrders or Liabilities of any kind and nature whatsoever in law or equity, Lossesor otherwise (including claims for damages, costs, reimbursementsexpenses, damages (whether for compensatoryand attorneys’, specialbrokers’ and accountants’ fees and expenses) arising out of or related to USGP, incidental Company, or punitive damagesthe Service Entities or the Seller’s direct or indirect ownership of equity in USGP, equitable relief Company, or otherwise)the Service Entities, demandswhich the Seller can, recoveries, indemnities and obligations of any kind, in law, at equity shall or otherwisemay have against the Purchaser Released Parties, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected unanticipated as well as anticipated and whether arising by operation of law that now exist or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are hereinafter accrue based on actsmatters now known as well as unknown (collectively, events or omissions occurring up to and including the Closing Date (the “Purchaser Released Claims”); provided, that and hereby irrevocably agrees to refrain from asserting any Proceeding of any kind before any Governmental Authority against any Purchaser Released Party based upon any Purchaser Released Claim. Notwithstanding the foregoing release shall preceding sentence of this Section 8.5(a)(i), “Purchaser Released Claims” does not release, impair or diminishinclude, and the term “Released Claims” provisions of this Section 8.5(a)(i) shall not includerelease or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any respect, the Sellers’ rights under provisions of this Agreement or the other Transaction Documents. Each Seller, on behalf (b) the obligations of such Seller USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason obligations of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have insurer under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreementinsurance policy.

Seller Release. Each Effective as of the Closing, the Seller, on such Seller’s behalf and on behalf of such Seller’s itself and each of its Affiliates and each of its and their respective AffiliatesRepresentatives, legal representativessuccessors and assigns, heirsfor good and valuable consideration, hereby irrevocably, unconditionally and completely waives and releases and forever discharges the Buyer and its Affiliates (including, for the avoidance of doubt, the Group), and each of its and their respective Representatives, successors and assigns (collectivelysuch released Persons, the “Seller Releasing PartiesReleasees”), hereby absolutely, unconditionally of and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)debts, demands, recoveriesactions, indemnities causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and obligations other Liabilities whatsoever of any kindevery name and nature, both in law, at equity or otherwiselaw and in equity, whether known or unknown, whether concealed that such Person has now or hiddenhereafter may have, whether disclosed arising out of or undisclosedrelated to the Business or the Group (including pursuant to the Contract Assignment), whether contingent in each case, at or absoluteprior to the Closing. The Seller and its Affiliates and each of their respective Representatives, whether liquidated successors and assigns shall not make, any claim or unliquidateddemand, whether foreseeable or unforeseeable, whether foreseen commence any Legal Proceeding asserting any claim or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwisedemand, including any claim of contribution or any indemnification, against any Releasees (including pursuant to the Contract Assignment) with respect to conduct that is negligentany Liabilities or other matters released pursuant to this Section 7.6. Without limiting the foregoing, grossly negligentfollowing the Closing, willfulthe Seller and its Affiliates and each of their respective Representatives, intentionalsuccessors and assigns shall not seek, with nor shall any such Person be entitled to, reimbursement or without malice contribution from, subrogation to or a breach indemnification by any Subsidiary under its respective charter, bylaws or other governing documents or otherwise in respect of any dutyamounts due to any Buyer Indemnitee or otherwise in connection with this Agreement. Following the Closing, Law the Seller and its Affiliates shall not make any claims against any directors or ruleofficers insurance policy maintained or to be maintained by or for the benefit of any Subsidiary in respect of amounts due to any Buyer Indemnitee in connection with this Agreement. Notwithstanding the foregoing, which such Seller Releasing Parties ever have hadthis Section 7.6 shall not constitute a release from, waiver of, or ever in otherwise apply to the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under terms of this Agreement or the other any Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this AgreementDocument.

Seller Release. Each Effective as of the Closing, Seller, on such Seller’s behalf its controlled Affiliates (other than the Company Group) and on behalf of such Seller’s its respective Affiliates, legal representatives, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutelyforever waives, unconditionally releases, remises and irrevocably releases discharges Purchaser (and forever discharges its direct and indirect equityholders), the Company and its Group, their respective present and former subsidiariespredecessors, successors and assignsAffiliates and, and in their respective capacities as such, the directors, officers, managersemployees, membersconsultants, agents attorneys, agents, assigns and employees employee benefit plans of the foregoing (collectively, the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental Action or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including with respect to conduct Liability that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller the Releasing Parties ever have hadmay currently have, or ever may have in the future may have future, against the Company Released Parties and which are based Group, Purchaser or their respective Affiliates (i) arising prior to, on acts, events or omissions occurring up to and including after the Closing Date (so long as the facts, circumstances, actions, omissions and/or events giving rise to such claim or Liability (x) occurred on or prior to the Closing or (y) occurred after the Closing but were a continuation of, facts, circumstances, actions, omissions and/or events that occurred on or prior to the Closing), in any case solely relating to the Company Group or direct or indirect ownership of the Releasing Party therein or (ii) relating to the approval or consummation of the transactions contemplated hereby or any Transaction Document, including any alleged breach of any duty by any officer, manager, director, equityholder or other owner of ownership interests of Seller, any member of the Company Group or any of their respective Affiliates (collectively, the “Released Claims”), except for the Releasing Parties’ rights hereunder; provided, that however, the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not includeinclude any Action or Liability relating to the Excluded Arrangements. Seller (i) represents that neither it nor its controlled Affiliates has assigned or transferred or purported to assign or transfer to any Person all or any part of, in or any respectinterest in, any Action or Liability of any nature, character or description whatsoever, which is or which purports to be released or discharged by this Section 14.11, (ii) acknowledges that the Releasing Parties may hereafter discover facts other than or different from those that they know or believe to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Closing, the SellersReleasing Parties shall have waived Released Claims in accordance with this Section 14.11, without regard to the subsequent discovery or existence of such different or additional facts and (iii) acknowledges that in connection with any claim or demand or Action brought against the Released Party by a Releasing Party with respect to any Released Claim, the applicable Released Party may recover from the Releasing Parties all costs incurred in connection with such Action, including attorneys’ fees, if and to the extent a court of competent jurisdiction determines that it is a Released Claim. Notwithstanding anything to the contrary in this Support Agreement, this Section 14.11 in no way shall affect any rights of Seller or any of its Affiliates (including each member of the Seller Group) under this Agreement or the other Transaction Documents. Each Seller, on behalf rights of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf Group Indemnified Party under the Governing Documents of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this AgreementCompany Group.

Seller Release. Each SellerEffective as of the Closing, on such Seller’s behalf and each Seller Party, on behalf of such Seller’s respective Affiliatesitself and its controlled Affiliates and its heirs, legal representatives, heirsfamily members, successors and assigns (collectively, with the Seller Parties, the “Seller Releasing PartiesReleasors”), in its capacity as a direct or indirect equityholder of the Company hereby absolutelyirrevocably releases, unconditionally and irrevocably releases acquits and forever discharges the Company Parent and its respective present and former subsidiariesAffiliates (including, successors and assignsafter the Closing, the Company), and their respective directors, officers, managers, membersdirectors, employees, counsel and agents and employees (collectivelyeach, the a “Company Released PartiesParent Releasee”) from and against any and all Actionsliabilities (in each case, Liabilitieswhether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable), obligations, actions, causes of action, claims, demands, damages, Losses, costsjudgments, reimbursementsdebts, damages (whether for compensatorydues and suits of every kind, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities nature and obligations of any kinddescription whatsoever, in law, at equity contract or otherwiseequity, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties Releasor or its heirs, legal representatives, successors or assigns ever have had, now has or ever may in the future may have against the Company Released Parties and which are based on actsor by reason of any matter, events cause, thing, act event or omissions omission whatsoever occurring up to and including the Closing Date Date, but only to the extent that such cause, matter or thing does not (the “Released Claims”); provideda) otherwise constitute 61 Fraud or (b) relate to such Seller or any equity of such Seller, that the foregoing release as applicable, which shall continue to exist and shall not releasebe released hereby or transferred to Parent (directly or indirectly). Each Seller Releasor covenants and agrees not to, impair nor shall any Seller Releasor cause its respective Affiliates to, assert any such claim against any Parent Releasee. Notwithstanding the foregoing, nothing in this Section 12.14 or diminish, otherwise shall be deemed to release the Parent Releasees (i) from any rights and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under claims pursuant to this Agreement or the other Transaction Documents. Each Seller, on behalf (ii) with respect to any officer, director or employee of such Seller and any Acquired Company, from any right in respect of wages or base salary or benefits in the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason ordinary course of assignment or otherwise, assert, commence, join inbusiness that remain unpaid, or assist (iii) any right to indemnification in favor of, or encourage limitation of liability of, a current or former director, officer, employee or manager of the Acquired Companies pursuant to the Organizational Documents of any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this AgreementAcquired Company.

Seller Release. Each Effective as of the Closing, each Seller, on such Seller’s behalf and on behalf of such Seller’s itself and its Affiliates and their respective Affiliates, legal representatives, heirs, successors and assigns (collectivelyeach, the a “Seller Releasing PartiesParty”), hereby absolutely, unconditionally and irrevocably and forever releases and forever discharges the each Company and its respective present and former subsidiaries, successors and assignsEntity, and their respective any past, present or future directors, managers, officers, managersemployees, representatives, agents, lenders, investors, partners, principals, members, agents and employees managers, direct or indirect shareholders or equityholders of any of the foregoing Persons (collectivelyeach, the a “Company Released PartiesParty”) from ), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all Actionsproceedings, Liabilitiescovenants, Lossesclaims, costsliabilities, reimbursementssuits, damages (whether for compensatoryjudgments, specialaccounts, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities actions and obligations causes of action of any kindkind or character whatsoever, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of unsuspected, in Contract, direct or indirect, primary or secondary, at law or otherwise, in equity (including with respect to conduct arising under any Environmental Laws) that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties Party ever have had, now has or ever in the future may have or claim to have against the any Company Released Parties and which are based on actsParty, events for or omissions occurring up by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to and including the Closing, or otherwise related to the pre-Closing Date (the “Released Claims”)period; provided, that the foregoing release nothing contained in this Section 6.5(b) shall not release, impair or diminish, and the term “Released Claims” shall not include, in be construed as a waiver of any respect, the Sellers’ rights under (i) this Agreement, (ii) any Ancillary Agreement or the (iii) with respect to any Seller Releasing Party who is a natural person, any indemnification, employment or other Transaction Documentssimilar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Seller, on behalf of such Seller itself and the other Seller Releasing Parties, agrees not to, and agrees expressly waives all rights afforded by any statute which limits the effect of a release with respect to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Partyunknown claims. Each Seller, on behalf of such Seller itself and the other Seller Releasing Parties, hereby waives any rights that such Seller or any understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Party may have under any Law which provides Parties, of unknown claims, and acknowledges and agrees that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing this waiver was separately bargained for is an essential and is a key element material term of this Agreement. Each Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release provided in this Section 6.5(b) in connection with entering into this Agreement and that this Section 6.5(b) is intended for the benefit of, and to grant third party beneficiary rights to each Company Released Party to enforce this Section 6.5(b).

Seller Release. Each Seller, on such Seller’s behalf and on behalf of such Seller’s themself and each of their Related Parties, hereby releases and forever discharges Buyer, the Company, and the Subsidiaries, and each of their respective Affiliatesindividual, legal representativesjoint or mutual, heirspast, present and future Representatives, affiliates, stockholders, controlling persons, subsidiaries, successors and assigns (individually, a “Releasee” and collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released PartiesReleasees”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise)claims, demands, recoveriesAction, indemnities causes of action, orders, obligations, Contracts, debts and obligations of any kind, in law, at equity or otherwiseliabilities whatsoever, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected unsuspected, both at law and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rulein equity, which such each Seller Releasing or any of their respective Related Parties now has, have ever have had, had or ever in the future may hereafter have against the Company Released Parties and which are based on acts, events respective Releasees arising contemporaneously with or omissions occurring up prior to and including the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, (a) any rights to indemnification or reimbursement from the “Released Claims”)Company or a Subsidiary, whether pursuant to their respective Organizational Documents, Contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; or (b) the right to receive or otherwise be compensated for the Retained Earnings, except to the extent expressly set forth in this Agreement; provided, however, that the foregoing nothing contained herein shall operate to release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights obligations of Buyer arising under this Agreement or the any other Transaction DocumentsDocument. Each Seller, on behalf of such Seller itself and the Seller Releasing each of its Related Parties, agrees not to, and agrees acknowledges that he or she may hereafter discover facts in addition to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason or different from those that he or she now knows or believes to be true with respect to the subject matter of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the this release, which if known by but it is such Person’s intention to fully and finally and forever settle and release any and all claims that do now exist, may exist or heretofore have existed with respect to the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element subject matter of this Agreementrelease. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any additional or different facts. If any provision of this Section 10.11 is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Section 10.11 will remain in full force and effect. Any provision of this Section 10.11 held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.