Common use of Shareholder Release Clause in Contracts

Shareholder Release. (a) Each of the Shareholders will, as of the Closing Date, agree to finally and forever release Dataradio, and its successors, assigns, officers, directors, agents and employees, CalAmp and its successors, assigns and directors, each of the employees and officers of CalAmp listed on Annex 1 attached hereto, and all Affiliates and Subsidiaries, past and present, of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, except to the extent such claims are contemplated by the Agreement. Each of the Shareholders acknowledges its understanding that the facts in respect of which this release is given may hereafter be determined to be other than or different from the facts now known or believed by such Shareholder, and each of the Shareholders hereby accepts and assumes the risks of the facts being different and agrees that this release shall be and remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. The parties hereto intend that the provisions regarding the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial or other Regulations, all of which are similarly waived by each Shareholder. (b) Each of the Shareholders covenants and agrees to waive and release the right to receive any and all amounts due to such Shareholder pursuant to Liabilities of Dataradio by reason of any agreement between Dataradio and such Shareholder on or before the Closing Date or otherwise. Each of the Shareholders shall have caused all indebtedness owed to Dataradio by such Shareholder or any Affiliate of such Shareholder to be paid in full prior to the Closing. In addition, each of the Shareholders covenants and agrees to take any and all actions as may be necessary to effect the release of indebtedness contemplated hereby, in form reasonably satisfactory to CalAmp. (c) Each of the Shareholders hereby acknowledges that, as of the Closing Date, such Shareholder will have no ongoing interest in Dataradio, financial or otherwise, by reason of ownership of the capital stock of Dataradio or otherwise.

Shareholder Release. (a) Each of the Shareholders will, Effective as of the Closing DateClosing, agree to finally and forever release Dataradioeach Shareholder does, for itself and its successorsheirs, beneficiaries, successors and assigns, if any, release and absolutely forever discharge the Company, its Subsidiaries and their respective officers, directors, agents and employees, CalAmp representatives and its successors, assigns agents from and directors, against all Released Matters. It is the intention of each of the employees and officers of CalAmp listed on Annex 1 attached hereto, and all Affiliates and Subsidiaries, past and present, of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, Shareholder with respect to the extent arising from or release contained in connection with any actthis Section 6.5 and in giving and receiving the consideration called for herein, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters. Each Shareholder shall not, and shall cause its controlled Affiliates not to, directly or indirectly commence, maintain, initiate, prosecute, join in, or in any manner seek relief through, or cause, encourage, assist, volunteer, advise or cooperate with any other Person to commence, maintain, initiate, prosecute, join in, or in any manner seek relief through, any Action with respect to the Released Matters. For purposes hereof, “Released Matters” means any and all claims claims, demands, damages, debts, Liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of every action of any nature and kind whatsoever, whether now known or unknown, suspected or unsuspected, except to that a Shareholder or any of such Shareholder’s Affiliates (other than the extent Company) now has, or at any time previously had, or shall or may have until the Closing Date, as a result of such claims are contemplated by the Agreement. Each Shareholder’s capacity as a holder of the Shareholders acknowledges its understanding that the facts in respect of which this release is given may hereafter be determined to be corporate capital or other than or different from the facts now known or believed by such Shareholder, and each securities of the Shareholders hereby accepts Company or any of its Subsidiaries and assumes arising by virtue of, or in any manner related to any actions or inactions with respect to, the risks Company or any of its Subsidiaries or the facts being different and agrees that this release shall be and remain, in all respects, effective and not subject to termination business or rescission by reason of any such difference in facts. The parties hereto intend that the provisions regarding the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial or other Regulations, all of which are similarly waived by each Shareholder. (b) Each of the Shareholders covenants and agrees to waive and release the right to receive any and all amounts due to such Shareholder pursuant to Liabilities of Dataradio by reason of any agreement between Dataradio and such Shareholder affairs thereof on or before the Closing Date Date, including in connection with any sale or otherwise. Each issuance of corporate capital of the Shareholders shall have caused all indebtedness owed Company or any Subsidiary thereof or any promissory note or other security of the Company or any Subsidiary thereof to Dataradio by such any Shareholder or such Shareholder’s Affiliate, the conversion of any Affiliate such promissory note, the granting or exercise of any option to purchase any shares of corporate capital of the Company or any Subsidiary thereof and any shareholders agreement to which any of the Shareholder and the Company or any Subsidiary thereof are parties; provided, however, that Released Matters shall not include any such Shareholder to be paid in full prior claims (i) arising under any Transaction Documents or with respect to the Closing. In additionTransactions, each of the Shareholders covenants and agrees to take any and all actions as may be necessary to effect the release of indebtedness contemplated hereby(ii) for accrued but unpaid compensation, in form reasonably satisfactory to CalAmpemployee benefits or similar payments or for expense reimbursement. (c) Each of the Shareholders hereby acknowledges that, as of the Closing Date, such Shareholder will have no ongoing interest in Dataradio, financial or otherwise, by reason of ownership of the capital stock of Dataradio or otherwise.

Shareholder Release. (a) Each of the Shareholders willShareholder, as of the Closing Datefor Shareholder and ------------------- Shareholder's heirs, agree to finally and forever release Dataradiobeneficiaries, and its successors, assigns, officersagents, directorsattorneys, agents legal representatives and employeesfor anyone else claiming by, CalAmp through or under any of them (together with Shareholder, collectively "Shareholder Releasors"), does hereby remise, release and forever discharge Company and its successorssubsidiaries, assigns affiliates and directors, each of the employees and officers of CalAmp listed on Annex 1 attached heretoassociates, and all Affiliates of their respective successors, assigns, agents, attorneys, legal representatives, officers, directors and Subsidiariesshareholders (collectively, past and present, of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, except to the extent such claims are contemplated by the Agreement. Each of the Shareholders acknowledges its understanding that the facts in respect of which this release is given may hereafter be determined to be other than or different from the facts now known or believed by such Shareholder"Company Releasees"), and each of them, from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands (collectively, "Claims") whatsoever which as against the Shareholders hereby accepts and assumes the risks said Company Releasees (or any of the facts being different and agrees that this release them) Shareholder Releasors, or any of them, ever had, now has or shall be and remain, in all respects, effective and not subject to termination or rescission may have for or by reason of any such difference in facts. The parties hereto intend that cause, matter or thing whatsoever existing up to the provisions regarding present time, including, without limiting the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial or other Regulationsgenerality of the foregoing, all Claims arising out of which are similarly waived or in any way connected with the employment of Shareholder by each Shareholder. any of the Company Releasees (including as an officer, director or employee) or the obligations (statutory, contractual or otherwise) of the Company Releasees to Shareholder Releasors, or any of them, in respect thereof. Notwithstanding the foregoing or any other provision of this Agreement, Shareholder Releasors shall not release the Company Releasees, or any of them, from their respective (a) obligations to Shareholder Releasors, or any of them, under the Merger Agreement and the Other Acquiror Agreements, (b) Each obligations to Shareholder Releasors, or any of them, for any salary, wages or other compensation or reimbursement of expenses arising prior to the Closing out of any employment or consulting arrangements between Shareholder and the Company Releasees, or any of them, and (c) obligations to Shareholder Releasors which are funded by third party insurance. The Claims released herein specifically include, but are not limited to, any Claims arising in tort or contract, any Claim based on wrongful discharge, any Claim based on breach of contract, any Claim arising under federal, state or local law prohibiting race, sex, religion, national origin, handicap, disability or other forms of discrimination, or retaliation, including but not limited to Title VII of the Shareholders covenants Civil Rights Act of 1964, as amended, 42 U.S.C. (S) 1981, The Americans With Disabilities Act, the Age Discrimination in Employment Act, and agrees to waive and release the Employment Retirement Income Security Act, as amended. Shareholder specifically waives any right to receive reinstatement or any and all amounts due other remedy which might be available under these statutes. Shareholder expressly acknowledges that the consideration referred to such herein shall not in any way constitute an admission of any liability by the Company Releasees or any one of them with respect to the Claims released by Shareholder pursuant to Liabilities of Dataradio by reason this Section 1. Shareholder agrees not to make any claim or take any proceeding against any person or corporation who might claim, pursuant to the provisions of any agreement between Dataradio and such Shareholder on or before the Closing Date or otherwise. Each of the Shareholders shall have caused all indebtedness owed to Dataradio by such Shareholder or any Affiliate of such Shareholder to be paid in full prior to the Closing. In addition, each of the Shareholders covenants and agrees to take any and all actions as may be necessary to effect the release of indebtedness contemplated hereby, in form reasonably satisfactory to CalAmp. (c) Each of the Shareholders hereby acknowledges that, as of the Closing Date, such Shareholder will have no ongoing interest in Dataradio, financial applicable statute or otherwise, contribution or indemnity from the Company Releasees or any one of them with respect to the Claims released by reason of ownership of the capital stock of Dataradio or otherwiseShareholder pursuant to this Section 1.

Shareholder Release. (a) Each Effective as of and subject to the Closing, each Contributing Securityholder does for himself, herself or itself and his, her or its respective controlled affiliates (other than, for the avoidance of doubt, portfolio companies of the Shareholders willContributing Securityholders where such Contributing Securityholder’s own (directly or indirectly) a minority stake, as of the Closing Date, agree to finally and forever release Dataradio, Company and its successorsaffiliates), partners, heirs, beneficiaries, successors and assigns, if any, release and absolutely forever discharge the Company and each of its officers, directors, agents and employeesshareholders, CalAmp and its successorsaffiliates, assigns and directors, each of the employees and officers of CalAmp listed on Annex 1 attached heretoagents (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all Affiliates claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and Subsidiariesaccountants’ fees and expenses), past actions and present, causes of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as action of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, whether now known or unknown, suspected or unsuspected, except that such Contributing Securityholder now has, or at any time previously had, or shall or may have in the future, as a Contributing Securityholder, officer, director, contractor, consultant or employee of the Company, in each case arising by virtue of or in any matter related to any actions or inactions with respect to the extent such claims are contemplated by Company or its affairs with respect to the Agreement. Each of Company on or before the Shareholders acknowledges its understanding that the facts in respect of which this release is given may hereafter be determined Closing, including (i) any claim or right with regard to be any Company Shares or Company Options other than the Company Shares or different from Company Options as specifically set forth in the facts now known or believed by such ShareholderPayment Spreadsheet (including claims in connection with the Escrow Fund, and each of the Shareholders hereby accepts and assumes the risks of the facts being different and agrees that this release shall be and remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. The parties hereto intend that the provisions regarding the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial or other Regulations, all of which are similarly waived by each Shareholder. expressly not waived); (bii) Each of the Shareholders covenants and agrees to waive and release the any claim or right to receive any and all amounts due portion of the Total Consideration or any other form, amount or value of consideration payable to such any Company Shareholder pursuant to Liabilities the terms of Dataradio by reason of this Agreement, other than as specifically set forth in the Payment Spreadsheet (subject to any agreement between Dataradio changes and such Shareholder on adjustments contemplated in this Agreement); or before (iii) any claim with respect to the Closing Date authority or otherwise. Each enforceability to enter into this Agreement, the Acquisition or any of the Shareholders transactions contemplated hereby; provided that Released Matters shall have caused all indebtedness owed not include any rights pursuant to Dataradio the transactions contemplated by such Shareholder this Agreement and the Related Agreements or for the avoidance of doubt any Affiliate of such Shareholder rights relating to be paid any employment payment, including salary, bonuses, accrued vacation, any other employee compensation and/or benefits, in full each case to the extent earned but unpaid prior to the Closing. In addition, each of the Shareholders covenants and agrees to take any and all actions as may be necessary to effect the release of indebtedness contemplated hereby, in form reasonably satisfactory to CalAmp. (c) Each of the Shareholders hereby acknowledges that, as of the Closing Date, such Shareholder will have no ongoing interest in Dataradio, financial or otherwise, by reason of ownership of the capital stock of Dataradio or otherwiseand unreimbursed expenses.

Shareholder Release. (a) Each of the Shareholders will, Effective as of the Closing Date, agree to finally and forever release Dataradio, and its successors, assigns, officers, directors, agents and employees, CalAmp and its successors, assigns and directorsInitial Closing, each of the employees Seller and officers the Founder do hereby, for itself and each of CalAmp listed on Annex 1 attached heretoits and his Affiliates, and all Affiliates and Subsidiaries, past and present, of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of its and his and such Affiliates’ Associates, successors and assigns (each, a “Releasing Party”), release and absolutely forever discharge the Shareholders hereby acknowledges Company and agrees that this release extends to its Subsidiaries (each, a “Released Party”) from and against all claims Released Matters. “Released Matters” means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of every action of any nature and kind whatsoever, whether now known or unknown, suspected or unsuspected, except that any Releasing Party now has, or at any time previously had, or shall or may have in the future, as an equityholder, director, officer, contractor, consultant, employee, agent or advisor of the Company or any of its Subsidiaries, arising by virtue of or in any matter related to actions or inactions with respect to the extent such claims are contemplated Company and its Subsidiaries or its or their affairs before the Initial Closing; provided that Released Matters shall not include (a) any right of any Releasing Party contained in this Agreement or any Ancillary Agreement or any Contract listed on Section 4.21 of the Disclosure Schedule, (b) any right of any Releasing Party to be indemnified by the Agreement. Each Company or any of its Subsidiaries pursuant to the organizational or governance documents of the Shareholders acknowledges Company or such Subsidiary or pursuant to any directors and officers insurance policy of the Company or any of its understanding that the facts in respect Subsidiaries, and (c) any right of which this release is given may hereafter be determined any Releasing Party to be reimbursed for any unpaid business travel and other than expenses incurred or different from paid by a Releasing Party in the facts now known ordinary course of business of the Company or believed by such Shareholderany Subsidiary consistent with past practice. It is the intention of the Seller and the Founder in providing this release, and each of in giving and receiving the Shareholders hereby accepts and assumes the risks of the facts being different and agrees consideration called for in this Agreement, that this release shall be effective as a full and remainfinal accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in all respectsconnection with any matter or event that would otherwise constitute a Released Matter, effective and not subject to termination but involved fraud by or rescission by reason on behalf of any such difference in facts. The parties hereto intend that the provisions regarding the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial or other Regulations, all of which are similarly waived by each Shareholder. (b) Each of the Shareholders covenants and agrees to waive and release the right to receive any and all amounts due to such Shareholder pursuant to Liabilities of Dataradio by reason of any agreement between Dataradio and such Shareholder on or before the Closing Date or otherwiseReleased Party. Each of the Shareholders Seller and the Founder hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall have caused all indebtedness owed to Dataradio by such Shareholder not affect the validity or any Affiliate enforceability of such Shareholder to be paid the remainder of this Section, which shall remain in full prior to the Closing. In addition, each of the Shareholders covenants force and agrees to take any and all actions as may be necessary to effect the release of indebtedness contemplated hereby, in form reasonably satisfactory to CalAmpeffect. (c) Each of the Shareholders hereby acknowledges that, as of the Closing Date, such Shareholder will have no ongoing interest in Dataradio, financial or otherwise, by reason of ownership of the capital stock of Dataradio or otherwise.

Shareholder Release. (a) Each of the Shareholders will, Effective as of the Closing DateClosing, agree to finally the Seller does hereby, for itself and forever release Dataradioeach of its Affiliates, and each of its successorsand such Affiliates’ Associates, assignssuccessors and assigns (each, officersa “Releasing Party”), directors, agents release and employees, CalAmp absolutely forever discharge the Company and its successorsSubsidiaries (each, assigns a “Released Party”) from and directors, each of the employees and officers of CalAmp listed on Annex 1 attached hereto, against all Released Matters. “Released Matters” means any and all Affiliates claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and Subsidiariesaccountants’ fees and expenses), past actions and present, causes of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as action of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, whether now known or unknown, suspected or unsuspected, except that any Releasing Party now has, or at any time previously had, or shall or may have in the future, as an equityholder, contractor, consultant, agent or advisor of the Company or any of its Subsidiaries, arising by virtue of or in any matter related to the extent such claims are contemplated (a) dividends, management or advisory fees or equity, tax or other similar distributions or payments payable by the Agreement. Each Company or any of its Subsidiaries to such Releasing Party with respect to periods of time before the Closing or in connection with the Acquisition or (b) the value of the Shareholders acknowledges its understanding Membership Interests; provided that the facts in respect no event shall Released Matters include (x) any right of which any Releasing Party contained in this release is given may hereafter be determined Agreement or any Ancillary Agreement and (y) any right of any Releasing Party to be other than indemnified by the Company or different from any of its Subsidiaries pursuant to directors’ and officers’ insurance policies of the facts now known Company and its Subsidiaries or believed by the organizational or governance documents of the Company or such ShareholderSubsidiary. It is the intention of the Seller in providing this release, and each of in giving and receiving the Shareholders hereby accepts and assumes the risks of the facts being different and agrees consideration called for in this Agreement, that this release shall be effective as a full and remainfinal accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in all respectsconnection with any matter or event that would otherwise constitute a Released Matter, effective but involved fraud by or on behalf of such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and not subject to termination that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or rescission Contract by reason virtue of any such difference in factsaction or inaction by any Releasing Party. The parties hereto intend that invalidity or unenforceability of any part of this Section shall not affect the provisions regarding the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial validity or other Regulations, all of which are similarly waived by each Shareholder. (b) Each enforceability of the Shareholders covenants and agrees to waive and release the right to receive any and all amounts due to such Shareholder pursuant to Liabilities remainder of Dataradio by reason of any agreement between Dataradio and such Shareholder on or before the Closing Date or otherwise. Each of the Shareholders this Section, which shall have caused all indebtedness owed to Dataradio by such Shareholder or any Affiliate of such Shareholder to be paid remain in full prior to the Closing. In addition, each of the Shareholders covenants force and agrees to take any and all actions as may be necessary to effect the release of indebtedness contemplated hereby, in form reasonably satisfactory to CalAmpeffect. (c) Each of the Shareholders hereby acknowledges that, as of the Closing Date, such Shareholder will have no ongoing interest in Dataradio, financial or otherwise, by reason of ownership of the capital stock of Dataradio or otherwise.

Shareholder Release. (a) Each Effective upon the Closing, each Shareholder, solely in such Person’s capacity as a Shareholder, on behalf of itself and each of its affiliates, successors and assigns (collectively, the “Shareholder Releasing Parties”), shall be deemed to have remised, released and forever discharged the Company and each of its Subsidiaries and each of the Shareholders willofficers and directors of the Company and each of its Subsidiaries (collectively, the “Shareholder Released Parties”) of and from any and all claims which the Shareholder Releasing Parties, or any of them, now have, ever had, or at the Closing may have, or hereafter can, shall or may have, against the Shareholder Released Parties, or any of them, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of time through the Closing Date, provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any agreement ancillary to this Agreement. For the avoidance of doubt, such release shall not remise, release or discharge any claim or right of such Shareholder Releasing Party under any Contract with any Shareholder Released Party or any claim or right to indemnification by the Company and its Subsidiaries for service by such Shareholder Releasing Party as an officer, director, employee, agent or similar capacity of the Company, any of its Subsidiaries or any related enterprise. As of the Closing Date, agree to finally and forever release Dataradioeach Shareholder, and its successors, assigns, officers, directors, agents and employees, CalAmp and its successors, assigns and directors, on behalf of each of the employees applicable Shareholder Releasing Parties, expressly acknowledges that it has had, or has had and officers of CalAmp listed on Annex 1 attached heretowaived, and all Affiliates and Subsidiaries, past and present, of CalAmp and Dataradio, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, except to the extent such claims are contemplated by the Agreement. Each of the Shareholders acknowledges its understanding that the facts in respect of which this release is given may hereafter be determined opportunity to be other than or different from the facts now known or believed advised by such Shareholder, and each of the Shareholders hereby accepts and assumes the risks of the facts being different and agrees that this release shall be and remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. The parties hereto intend that the provisions regarding the claims released herein be construed as broadly as possible, and incorporate herein similar federal, state, provincial or other Regulations, all of which are similarly waived by each Shareholderindependent legal counsel. (b) Each Shareholder, on behalf of the Shareholders covenants and agrees to waive and release the right to receive any and all amounts due to such Shareholder pursuant to Liabilities of Dataradio by reason of any agreement between Dataradio and such Shareholder on or before the Closing Date or otherwise. Each of the Shareholders shall have caused all indebtedness owed to Dataradio by such Shareholder or any Affiliate of such Shareholder to be paid in full prior to the Closing. In addition, each of the Shareholders applicable Shareholder Releasing Parties, hereby represents, warrants and covenants to each Shareholder Released Party that there has not been and will not be any assignment or other transfer of any right or interest in any claims that any Shareholder Releasing Party ever had, has or may have against the Shareholder Released Parties, and hereby agrees to take indemnify and hold each Shareholder Released Party harmless from any claims and all actions Losses directly or indirectly incurred by any of the Shareholder Released Parties as may be necessary a result of any Person asserting any right or interest pursuant to effect the release any such purported assignment or transfer of indebtedness contemplated hereby, in form reasonably satisfactory to CalAmpany such right or interest. (c) Each Shareholder, on behalf of each of the Shareholders applicable Shareholder Releasing Parties, hereby acknowledges thatagrees that if any Shareholder Releasing Party hereafter commences, as joins in or in any manner seeks relief through any suit arising out of, based upon or relating to any of the Closing Dateclaims released hereunder, or in any manner asserts against any Shareholder Released Party any of the claims released hereunder, then such Shareholder Releasing Parties will have pay to such Shareholder Released Party, in addition to any other Losses, direct or indirect, all attorneys’ fees incurred in defending or otherwise responding to such suit or claims. (d) The provisions of this Section 7.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Person released or entitled to a benefit hereunder, and each such person’s heirs, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.7. This Section 7.7 shall not be amended in a manner that would adversely affect any such third-party beneficiary without the prior written consent of such third-party beneficiary. With respect to any claim by a third-party beneficiary under this Section 7.7, no ongoing interest in DataradioShareholder Releasing Party may assert by way of defense, financial set-off or otherwisecounterclaim, any claim against, or Losses owing by, Parent or any other third-party beneficiary. (e) Each Shareholder shall, from time to time following the Closing, execute and deliver such other documents and instruments and take such other actions as may be reasonably requested by reason any Shareholder Released Party to implement the provisions of ownership of the capital stock of Dataradio or otherwisethis Section 7.7.