Common use of Seller Releases Clause in Contracts

Seller Releases. Sellers, Regional, Mallick, Xxxxxxx and the Administrator (collectively and individually, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller Releasees”) and each of the Seller Releasees’ respective owners, members, managers, predecessors, successors, insurers, assigns, officers, directors, employees and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”), from any and all claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities, and indemnities of any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which as of the Effective Date, that such Seller Releasor had, now has, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates of the foregoing under agreements or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunder.

Seller Releases. (a) Effective as of the Core Portfolio Closing Date, HUD Portfolio Closing Date or Casablanca Option Closing Date, as applicable, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by Sellers, Regionaleach Seller, Mallickin its capacity as a selling equityholder, Xxxxxxx hereby irrevocably releases and forever discharges each Acquired Company, for the benefit of each such Acquired Company and the Administrator (collectively Buyer and individuallytheir respective Affiliates, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC Subsidiaries and PECM (the “Seller Releasees”) predecessors and each of the Seller Releasees’ their respective owners, members, past and present managers, predecessors, successors, insurers, assignsdirectors, officers, directors, employees and owners, any other Person who could be liable for the foregoingagents, and each of them their respective successors, heirs, assigns, executors and administrators (individually and collectively, the “Seller Releasee PartiesReleased Persons”)) of and from all manner of action and actions, from any cause and all claims, demands, obligations, losses, causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, Contracts, controversies, omissions, promises, variances, trespasses, damages, penalties, costs, expenses, attorneys’ fees, liabilities, judgments, executions, claims and indemnities of any nature demands whatsoever, whether based on contractin law or in equity against the Released Persons which each Seller ever had, tortnow has or which it hereafter can, statute, shall or other legal or equitable theory of recoverymay have, whether known or unknown, asserted suspected or unassertedunsuspected, which matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time on or prior to the applicable closing date referenced above; provided, however, that nothing herein shall operate to release any obligation of any Acquired Company or the Buyer under the Transaction Documents or the Assumed Indebtedness or Assumed HUD Portfolio Indebtedness; provided, further, that the rights waived with respect to the Acquired Companies shall only relate to the Acquired Companies, the HUD Companies, Casablanca Holdings and the Casablanca Subsidiaries as the same are actually purchased and sold as of the Effective Core Portfolio Closing Date, that the HUD Portfolio Closing Date and the Casablanca Option Closing Date, as applicable. No Seller has assigned any such Seller Releasor had, now has, could have, or claims to have against the Seller Releasee Parties, other than obligations claim set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates of the foregoing under agreements or Law in effect as of the Effective Date (but prior to the execution hereofthis Section 6.7(a), which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunder.

Seller Releases. Sellers(a) For and in consideration of the amount to be paid to each Seller under this Agreement, Regional, Mallick, Xxxxxxx and the Administrator (collectively additional covenants and individuallypromises set forth in this Agreement, “Seller Releasors”) hereby release Knighteffective as of the Closing and subject to the payment of the Purchase Price and the Company’s Indebtedness at Closing, XxXxxxxxeach Seller, E11on behalf of itself and its assigns, E11GPheirs, ER12beneficiaries, ER12GPcreditors, E11OCrepresentatives, ER12OC agents and PECM Affiliates (the “Seller ReleaseesReleasing Parties”) ), hereby fully, finally and each of irrevocably releases, acquits and forever discharges the Seller Releasees’ respective ownersCompany, the Buyer, and the officers, directors, partners, general partners, limited partners, managing directors, members, managersstockholders, trustees, shareholders, representatives, employees, principals, agents, Affiliates, parents, subsidiaries, joint ventures, predecessors, successors, insurers, assigns, officersbeneficiaries, directorsheirs, employees executors, personal or legal representatives, insurers and owners, attorneys of any other Person who could be liable for the foregoing, and each of them (individually and collectively, the “Seller Releasee Released Parties”), ) from any and all commitments, actions, debts, claims, demandscounterclaims, obligations, lossessuits, causes of action, damages, penaltiesdemands, liabilities, obligations, costs, expenses, attorneys’ fees, liabilities, Losses and indemnities compensation of any every kind and nature whatsoever, whether based on contractpast, tort, statutepresent, or other legal future, at law or equitable theory of recoveryin equity, whether known or unknown, asserted contingent or unassertedotherwise, which such Releasing Parties, or any of them, had, has, or may have had at any time in the past until and including the Closing Date against the Released Parties, or any of them, including but not limited to any claims which relate to or arise out of such Releasing Party’s relationship with the Company or its rights or status as a stockholder, officer or director of the Company (collectively, “Released Causes of Action”); provided, however, that the Released Causes of Action shall not include any rights and claims of any Releasing Party arising from or in connection with (i) this Agreement or any Transaction Document, in each case to the extent arising after the Closing, (ii) if applicable, any unpaid salary, bonuses, reimbursements and employee benefits earned by, or otherwise vested in, such Seller as an employee of the Company and owed by the Company as of the Effective Closing Date, that such or (iii) subject to Section 5.5(b) any matter for which a Seller Releasor had, now has, could have, or claims is entitled to have against indemnification from the Seller Releasee Parties, other than obligations set forth herein or Company under the right to be indemnified or defended by E11, ER12 and the affiliates provisions of the foregoing under agreements or Law in effect as Company’s Articles of Organization and By-Laws of the Effective Date Company, as amended to date. In executing this Agreement, each Seller acknowledges that it has been informed that the Company may from time to time enter into agreements for additional types of financing, including without limitation recapitalizations, mergers and initial public offerings of capital stock of the Company, and also may pursue acquisitions or enter into agreements for the sale of the Company or all or a portion of the Company’s assets, which may result in or reflect an increase in equity value or enterprise value, and that any and all claims arising from or relating to such transactions or such increases in equity value or enterprise value (but prior without limitation) are encompassed within the scope of this release, and that the sole exceptions to the execution hereof), which rights scope of this release are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type claims arising after the Closing Date directly under this Agreement in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunderaccordance with its terms.

Seller Releases. Save and except for any rights of Sellers under this Agreement, effective as of the Closing Date, Sellers, Regionalfor themselves, Mallickand their Related Persons and each of their respective members, Xxxxxxx managers, officers, directors, employees, successors, assigns, agents and the Administrator Representatives (collectively and individuallycollectively, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller ReleaseesReleasing Parties”) ), hereby finally, unconditionally, irrevocably and each absolutely fully releases, acquits, remises and forever discharges the Company and Buyer and any of the Seller Releasees’ their Related Persons, and their respective ownersofficers, directors, members, managers, employees, parent Company, subsidiaries, predecessors, successors, insurers, assigns, officers, directors, employees agents and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”)Representatives, from any and all claimsactions, demandssuits, debts, sums of money, interest owed, accounts, contribution obligations, lossesreckonings, causes of actionbonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, penaltiesjudgments, executions, obligations, costs, expenses, fees (including attorneys’ feesfees and court costs), liabilitiescounterclaims, claims, demands, causes of action and Liabilities (the “Seller Claims”) existing as of the Closing Date accruing to Sellers and the Seller Releasing Parties in any capacity whatsoever, including but not limited to: (i) all of Sellers’ and Seller Releasing Parties’ capacities with the Company; (ii) arising under or by virtue of the Organizational Documents or the Company Document; (iii) relating to or resulting from the negotiation, preparation, and indemnities consummation of this Agreement and the Contemplated Transactions; or (iv) the valuation of the Membership Interests or determination of the Purchase Price. Sellers hereby finally, unconditionally, irrevocably and absolutely waives any nature whatsoeverand all offsets and defenses, whether based in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on contract, tort, statute, or other legal or equitable theory of recoveryprior to the Closing Date with respect to such Seller Claims, whether known or unknown, asserted absolute or unassertedcontingent, which as matured or unmatured, foreseeable or unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, that Sellers and the Seller Releasing Parties may now have or that might subsequently accrue to any of them, including without limitation those against any current or former officer, director, manager, member, partner, employee, agent or Representative of the Effective DateCompany or any of its Related Persons or by reason of being an employee, that such Seller Releasor hadmember, now hasmanager, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates officer and/or director of the foregoing under agreements Company or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not releasedits Related Persons. This release includes Section 5.12 shall survive Closing and any right for any reason whatsoever to claim termination or seek damages, attorneys’ fees, costs or any other legal or equitable relief expiration of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunderthis Agreement.

Seller Releases. SellersSave and except (i) for any rights of such Seller under this Agreement or any of the other Transactional Agreements, Regional, Mallick, Xxxxxxx or the transactions contemplated by this Agreement and the Administrator other Transactional Agreements; (collectively ii) any accrued but unpaid wages, incentive compensation or other ordinary compensation or benefits; and individually(iii) any rights of such Seller under any accrued employee benefits under an existing employee benefit plan, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller Releasees”) and each effective as of the Seller Releasees’ respective ownersClosing Date, memberseach Seller, managersfor himself or herself, and his or her predecessors and successors, as applicable, as well as his or her Affiliates, predecessors, successors, insurers, assigns, officers, directors, employees agents and owners, any other Person who could be liable for the foregoing, and each of them representatives (individually and collectively, the “Seller Releasee Releasing Parties”), hereby finally, unconditionally, irrevocably and absolutely releases, acquits, remises and forever discharges the Company, Buyer and any of its Affiliates, from any and all claimsactions, demandssuits, debts, sums of money, interest owed, accounts, contribution obligations, lossesbonds, causes of actionbills, covenants, agreements, guaranties, promises, undertakings, credit memoranda, charges, damages, penaltiesjudgments, executions, obligations, costs, expenses, fees (including attorneys’ feesfees and court costs), liabilitiescounterclaims, claims, demands, causes of action and liabilities (collectively, the “Seller Claims”) existing as of the Closing Date accruing to such Seller or any Seller Releasing Party in any capacity whatsoever, and indemnities of hereby finally, unconditionally, irrevocably and absolutely waives any nature whatsoeverand all offsets and defenses, whether based in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on contract, tort, statute, or other legal or equitable theory of recoveryprior to the Closing Date with respect to such Seller Claims, whether known or unknown, asserted absolute or unassertedcontingent, which as of the Effective Datematured or unmatured, foreseeable or unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, that such Seller Releasor had, now has, could have, or claims to have against and the Seller Releasee PartiesReleasing Parties may now have or that might subsequently accrue to any of them, other than obligations set forth herein including without limitation those against any current or the right to be indemnified former officer, director, manager, partner, employee or defended by E11, ER12 and the affiliates agent of the foregoing under agreements or Law in effect as of the Effective Date (but prior to the execution hereof)Company, which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs Buyer or any other legal or equitable relief of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunder.their respective Affiliates

Seller Releases. Sellers, Regional, Mallick, Xxxxxxx Save and except for any rights of Seller under this Agreement and the Administrator other Transaction Documents (collectively defined below), effective as of the Closing Date, Seller, for itself, and individuallyits Related Parties, “Seller Releasors”) hereby release Knightsole member, XxXxxxxxmanagers, E11officers, E11GPdirectors, ER12successors, ER12GPassigns, E11OCagents and Representatives (collectively, ER12OC and PECM (the “Seller ReleaseesReleasing Parties”) ), hereby finally, unconditionally, irrevocably and each absolutely fully releases, acquits, remises and forever discharges the Companies and Buyer and any of the Seller Releasees’ their Related Persons, and their respective ownersofficers, directors, members, managers, employees, parent companies, subsidiaries, predecessors, successors, insurers, assigns, officers, directors, employees agents and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”)Representatives, from any and all claimsactions, demandssuits, debts, sums of money, interest owed, accounts, contribution obligations, lossesreckonings, causes of actionbonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, penaltiesjudgments, executions, obligations, costs, expenses, fees (including attorneys’ feesfees and court costs), liabilitiescounterclaims, claims, demands, causes of action and indemnities of any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which Liabilities (the “Seller Claims”) existing as of the Effective Date, that such Closing Date accruing to Seller Releasor had, now has, could have, or claims to have against and the Seller Releasee Releasing Parties in any capacity whatsoever, including, without limitation, (i) related to or resulting from all of Seller’s and Seller Releasing Parties’ capacities with the Companies; (ii) arising under or by virtue of the Organizational Documents or Company Documents; (iii) relating to or resulting from the negotiation, other than obligations set forth herein or the right to be indemnified or defended by E11preparation, ER12 and consummation of this Agreement and the affiliates Contemplated Transactions; or (iv) the valuation of the foregoing under agreements Membership Interests or Law in effect as determination of the Effective Date (but prior to Purchase Price, except in the execution hereof), which rights are not released. This release includes any right for any reason whatsoever to claim case of fraud or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released intentional misconduct by any of them hereunderBuyer and any of its Related Persons. This Section 5.12 shall survive Closing.

Seller Releases. SellersEffective as of Closing, Regionaleach Seller, Mallickon such Seller’s own behalf and on behalf of such Seller’s past, Xxxxxxx present and the Administrator (collectively future agents, attorneys, administrators, heirs, executors, spouses, trustees, beneficiaries, representatives, successors and individuallyassigns claiming by or through such Seller, “Seller Releasors”) hereby release Knightabsolutely, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC unconditionally and PECM (the “Seller Releasees”) irrevocably releases and each forever discharges all of the Seller Releasees’ Acquired Companies and all of their respective ownerspast, present and future directors, managers, members, managers, predecessors, successors, insurers, assignsshareholders, officers, directorsemployees, employees agents, subsidiaries, affiliates, attorneys, representatives, successors and ownersassigns, from all claims (including any other Person who could be liable for the foregoing, and each derivative claim on behalf of them (individually and collectively, “Seller Releasee Parties”any Person), from any and all claims, demands, obligations, lossesactions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, penalties, costsfees, expenses, attorneys’ feesjudgments, liabilitiesexecutions, indemnification rights and demands (collectively, “Causes of Action”) arising out of, relating to, against or in any way connected with any Acquired Company, in respect of any and all agreements, liabilities or obligations entered into or incurred on or prior to the Closing Date or in respect of any event occurring or circumstances existing on or prior to the Closing Date, whether or not relating to claims pending on, or asserted after, the Closing Date; provided that the foregoing release does not extend to, include or restrict or limit in any way, and indemnities of each Seller hereby reserves such Seller’s rights, if any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which as (a) to receive its Allocable Portion of the Effective DatePurchase Price, including its Allocable Portion (if any) of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Sellers’ Representative Expense Amount, (b) to cause or permit to be pursued by the Sellers’ Representative any and all Causes of Action that such Seller Releasor had, may now has, could have, or claims to in future have against the solely on account of rights of such Seller Releasee Parties, other than obligations set forth herein under this Agreement or the right to be indemnified or defended by E11, ER12 and the affiliates any of the foregoing under agreements or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs Ancillary Agreements or any other legal documents or equitable relief instruments entered into in connection with the transactions contemplated hereby, and (c) exculpation, indemnification or advancement of expenses from any kind or type in any forum. Each Acquired Company pursuant to the organizational documents of the Seller Releasors represents and warrants that none of them have transferred Acquired Company as in effect immediately prior to Closing or encumbered, in whole or in part, any claims released by any of them hereunderapplicable Law.

Seller Releases. Sellers, Regionalfor themselves, Mallickand their Related Persons and each of their respective members, Xxxxxxx managers, officers, directors, employees, successors, assigns, agents and the Administrator Representatives (collectively and individuallycollectively, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller ReleaseesReleasing Parties”) ), hereby finally, unconditionally, irrevocably and each absolutely fully releases, acquits, remises and forever discharges the Company and Buyer and any of the Seller Releasees’ their Related Persons, and their respective ownersofficers, directors, members, managers, employees, parent companies, subsidiaries, predecessors, successors, insurers, assigns, officers, directors, employees agents and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”)Representatives, from any and all claimsactions, demandssuits, debts, sums of money, interest owed, accounts, contribution obligations, lossesreckonings, causes of actionbonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, penaltiesjudgments, executions, obligations, costs, expenses, fees (including attorneys’ feesfees and court costs), liabilitiescounterclaims, claims, demands, causes of action and Liabilities (the “Seller Claims”) existing as of the Closing Date accruing to Sellers and the Seller Releasing Parties in any capacity whatsoever, including but not limited to: (i) all of Sellers’ and Seller Releasing Parties’ capacities with the Company; (ii) arising under or by virtue of the Organizational Documents or the Company Documents; (iii) relating to or resulting from the negotiation, preparation, and indemnities consummation of this Agreement and the Contemplated Transactions; (iv) the valuation of the Membership Interests or determination of the Purchase Price; or (v) all matters set forth on Schedule 4.10(g) other than the Bank Loans. Sellers hereby finally, unconditionally, irrevocably and absolutely waives any nature whatsoeverand all offsets and defenses, whether based in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on contract, tort, statute, or other legal or equitable theory of recoveryprior to the Closing Date with respect to such Seller Claims, whether known or unknown, asserted absolute or unassertedcontingent, which as matured or unmatured, foreseeable or unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, that Sellers and the Seller Releasing Parties may now have or that might subsequently accrue to any of them, including without limitation those against any current or former officer, director, manager, member, partner, employee, agent or Representative of the Effective DateCompany or any of its Related Persons or by reason of being an employee, that such Seller Releasor hadmember, now hasmanager, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates officer and/or director of the foregoing under agreements Company or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not releasedits Related Persons. This release includes Section 5.12 shall survive Closing and any right for any reason whatsoever to claim termination or seek damages, attorneys’ fees, costs or any other legal or equitable relief expiration of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunderthis Agreement.

Seller Releases. SellersSave and except for any rights of Seller under this Agreement, Regionaleffective as of the Closing Date, MallickSeller, Xxxxxxx for itself, and the Administrator its Related Persons and each of their respective members, managers, officers, directors, employees, successors, assigns, agents and Representatives (collectively and individuallycollectively, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller ReleaseesReleasing Parties”) ), hereby finally, unconditionally, irrevocably and each absolutely fully releases, acquits, remises and forever discharges the Company and Buyer and any of the Seller Releasees’ their Related Persons, and their respective ownersofficers, membersdicrectors, member, managers, employees, parent companies, subsidiaries, predecessors, successors, insurers, assigns, officers, directors, employees agents and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”)Representatives, from any and all claimsactions, demandssuits, debts, sums of money, interest owed, accounts, contribution obligations, lossesreckonings, causes of actionbonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, penaltiesjudgments, executions, obligations, costs, expenses, fees (including attorneys’ feesfees and court costs), liabilitiescounterclaims, claims, demands, causes of action and Liabilities (the “Seller Claims”) existing as of the Closing Date accruing to Seller and the Seller Releasing Parties in any capacity whatsoever, including but not limited to: (i) all of Seller’s and Seller Releasing Parties’ capacities with the Company; (ii) arising under or by virtue of the Organizational Documents or any Company Document; (iii) relating to or resulting from the negotiation, preparation, and indemnities consummation of this Agreement and the Contemplated Transactions; or (iv) the valuation of the Membership Interests or determination of the Purchase Price. Seller hereby finally, unconditionally, irrevocably and absolutely waives any nature whatsoeverand all offsets and defenses, whether based in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on contract, tort, statute, or other legal or equitable theory of recoveryprior to the Closing Date with respect to such Seller Claims, whether known or unknown, asserted absolute or unassertedcontingent, which as matured or unmatured, foreseeable or unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, that Seller and the Seller Releasing Parties may now have or that might subsequently accrue to any of them, including without limitation those against any current or former officer, director, manager, member, partner, employee, agent or Representative of the Effective DateCompany or any of its Related Persons or by reason of being a employee, that such Seller Releasor hadmember, now hasmanager, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates officer and/or director of the foregoing under agreements Company or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not releasedits Related Persons. This release includes Section 5.12 shall survive Closing and any right for any reason whatsoever to claim termination or seek damages, attorneys’ fees, costs or any other legal or equitable relief expiration of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunderthis Agreement.

Seller Releases. Sellers(a) For and in consideration of the amount to be paid to each Seller under this Agreement, Regional, Mallick, Xxxxxxx and the Administrator (collectively additional covenants and individuallypromises set forth in this Agreement, “Seller Releasors”) hereby release Knighteffective as of the Closing each Seller, XxXxxxxxon behalf of itself and its assigns, E11heirs, E11GPbeneficiaries, ER12creditors, ER12GPrepresentatives, E11OC, ER12OC agents and PECM Affiliates (the “Seller ReleaseesReleasing Parties”) ), hereby fully, finally and each of irrevocably releases, acquits and forever discharges the Seller Releasees’ Company its partners and any parent or subsidiary entities, and the Buyer, Newco and their Subsidiaries, and the respective ownersofficers, directors, partners, general partners, limited partners, managing directors, members, managersstockholders, trustees, shareholders, representatives, employees, principals, agents, Affiliates, parents, subsidiaries, joint ventures, predecessors, successors, insurers, assigns, officersbeneficiaries, directorsheirs, employees executors, personal or legal representatives, insurers and owners, attorneys of any other Person who could be liable for the foregoing, and each of them (individually and collectively, the “Seller Releasee Released Parties”), ) from any and all commitments, actions, debts, claims, demandscounterclaims, obligations, lossessuits, causes of action, damages, penaltiesdemands, liabilities, obligations, costs, expenses, attorneys’ fees, liabilities, Losses and indemnities compensation of any every kind and nature whatsoever, whether based on contractpast, tort, statutepresent, or other legal future, at law or equitable theory of recoveryin equity, whether known or unknown, asserted contingent or unassertedotherwise, which such Releasing Parties, or any of them, had, has, or may have had at any time in the past until and including the Closing Date against the Released Parties, or any of them, including but not limited to any claims which relate to or arise out of such Releasing Party’s relationship with the Company or its rights or status as a partner, officer or director of the Effective DateCompany and further including without limitation any claims of fraud or fraudulent inducement in connection with the negotiation, execution and performance of this Agreement and the other documents and agreements to which such Seller is a party in connection with the transactions contemplated by this Agreement (collectively, “Released Causes of Action”); provided, however, that such Seller Releasor hadthe Released Causes of Action shall not include any rights and claims of any Releasing Party arising from or in connection with this Agreement or any Transaction Document, now has, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates of the foregoing under agreements or Law in effect as of the Effective Date (but prior each case to the execution hereof), which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type in any forum. Each of extent arising after the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunderClosing.

Seller Releases. Save and except for any rights of Sellers under this Agreement, and particularly as it relates to the Bank Loans, and accounts payable up to the amount of $583,744.56, set forth in Section 2.4, which will continue to be liabilities of the Companies effective as of the Closing Date, Sellers, Regionalfor themselves, Mallickand their Related Persons and each of their respective members, Xxxxxxx managers, officers, directors, employees, successors, assigns, agents and the Administrator Representatives (collectively and individuallycollectively, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller ReleaseesReleasing Parties”) ), hereby finally, unconditionally, irrevocably and each absolutely fully releases, acquits, remises and forever discharges the Companies and Buyer and any of the Seller Releasees’ their Related Persons, and their respective ownersofficers, directors, members, managers, employees, parent Companies, subsidiaries, predecessors, successors, insurers, assigns, officers, directors, employees agents and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”)Representatives, from any and all claimsactions, demandssuits, debts, sums of money, interest owed, accounts, contribution obligations, lossesreckonings, causes of actionbonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, penaltiesjudgments, executions, obligations, costs, expenses, fees (including attorneys’ feesfees and court costs), liabilitiescounterclaims, claims, demands, causes of action and Liabilities (the “Seller Claims”) existing as of the Closing Date accruing to Sellers and the Seller Releasing Parties in any capacity whatsoever, including but not limited to: (i) all of Sellers’ and Seller Releasing Parties’ capacities with the Companies; (ii) arising under or by virtue of the Organizational Documents or the Companies Document; (iii) relating to or resulting from the negotiation, preparation, and indemnities consummation of this Agreement and the Contemplated Transactions; (iv) the valuation of the Membership Interests or determination of the Purchase Price; or (v) all matters set forth on Schedule 4.10(g) other than the Bank Loans. Sellers hereby finally, unconditionally, irrevocably and absolutely waives any nature whatsoeverand all offsets and defenses, whether based in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on contract, tort, statute, or other legal or equitable theory of recoveryprior to the Closing Date with respect to such Seller Claims, whether known or unknown, asserted absolute or unassertedcontingent, which as matured or unmatured, foreseeable or unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, that Sellers and the Seller Releasing Parties may now have or that might subsequently accrue to any of them, including without limitation those against any current or former officer, director, manager, member, partner, employee, agent or Representative of the Effective DateCompanies or any of its Related Persons or by reason of being an employee, that such Seller Releasor hadmember, now hasmanager, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates officer and/or director of the foregoing under agreements Companies or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not releasedits Related Persons. This release includes Section 5.12 shall survive Closing and any right for any reason whatsoever to claim termination or seek damages, attorneys’ fees, costs or any other legal or equitable relief expiration of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunderthis Agreement.