Common use of Mutual Release Clause in Contracts

Mutual Release. Except for (i) the obligations of the parties as described herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement), each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of any nature whatsoever, whether arising at law or in equity, which any of the foregoing parties may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever.

Mutual Release. Except for (i) the obligations as provided in Section 5.1(c), effective as of the parties as described hereinBusiness Transfer Time, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)Vistana does hereby, each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, for itself and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, wholly-owned Vistana Entity and their respective partnersAffiliates, agents, employees, stockholders, officerspredecessors, successors and assigns, jointly remise, release and severallyforever discharge each Starwood Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Starwood or any such wholly-owned Starwood Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Starwood Released Persons”), from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of any nature Liabilities whatsoever, whether arising at law or in equityequity (including any right of contribution), which whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Business Transfer Time, whether or not known as of the Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization, the Asset Purchase and the Distribution. Without limitation, the foregoing parties release includes a release of any rights and benefits with respect to such Liabilities that each Vistana Entity and its respective Affiliates, predecessors, successors and assigns, now has or in the future may have hadconferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may now have, or may have, have given or may hereafter havegive rise to Liabilities that are presently unknown, against one another by reason unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, that awareness and it nevertheless hereby intends to release the Starwood Released Persons from the beginning Liabilities described in the first sentence of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing DateSection 5.1(a), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever.

Mutual Release. Except for (i) It is the obligations intention of the parties to this Agreement that this SECTION 10 shall be effective as described a full and final accord and satisfaction and release of all of claims and judgments identified in this SECTION 10. Each of the parities hereby acknowledges that it has read and is familiar with California Civil Code Section 1542 which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of the parties does hereby expressly waive and relinquish all rights and benefits which it has or may have under California Civil Code Section 1542 (or any similar law of any country, state, territory or jurisdiction) to the fullest extent that it may lawfully waive such rights and benefits. In connection with the waiver and relinquishment set forth in this SECTION 10.3, each of the parties acknowledges that it is aware that it may hereafter discover facts in addition to and/or different from those now known or believed to be true with respect to the subject matter of this SECTION 10, but that notwithstanding that fact, it is their respective intention hereby to fully, finally, and forever release all of the claims released herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement known or unknown, suspected or unsuspected, which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described now exist, may in the Separation Agreement), future exist or heretofore have existed between each member of the RJF Grouprespective party, on the one hand, and the Corporation those parties, persons and Ehlersentities granted releases by it, on the other hand, on behalf and that in furtherance of themselvessuch intention, the release given herein shall be and their successxxx xxd assignsremain in effect as full and complete releases, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action notwithstanding the discovery or existence of any nature whatsoever, whether arising at law such additional or in equity, which any of the foregoing parties may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverdifferent facts.

Mutual Release. Except for (i) the obligations The Parties hereby mutually release all claims, existing or potential, that they have or may have as of the parties as described hereinEffective Date, whether known or unknown, including all claims between Anacor (including any organization controlled by Anacor) and Valeant, Dow and Medicis (iiincluding any subsidiary or organization controlled by Valeant, Dow or Medicis) subject to verification by RJF that all obligations of (collectively, the Corporation under the Separation Agreement which have accrued prior “Released Claims”).With respect to the date hereof (Released Claims, the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS Parties stipulate and agree that they shall not be released until fully paid as described in the Separation Agreement)expressly waive, each member of the RJF Group, on the one hand, relinquish and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from release any and all debtsprovisions, costsrights and benefits conferred by or under California Civil Code § 1542 or any law of the United States or any state of the United States or territory of the United States, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes or principle of action of any nature whatsoever, whether arising at law or in equitycommon law, which any is similar, comparable, or equivalent to California Civil Code § 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT 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.” The Parties acknowledge that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of the foregoing parties may have hadParties to completely, may fully, finally, and forever extinguish any and all Released Claims, known or unknown, suspected or unsuspected, which now haveexist, or may haveheretofore existed, or may hereafter haveexist, against one another by reason and without regard to the subsequent discovery of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument additional or any other matter whatsoever, from different facts. The Parties acknowledge that the beginning inclusion of time, to “unknown” claims in the definition of “Released Claims” was separately bargained for and including this date hereof. Without limiting the foregoing, after payment was a material element of the Total Payment, Settlement and subject to verification was relied upon by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member each of the RJF Group, including Eagle, to make any other payments whatsoever under Parties in entering into this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever.

Mutual Release. Except for (i) the obligations a. In consideration of the parties as described herein, and (ii) subject payments to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior be made pursuant to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement), each member of the RJF Group, on the one handSection 2 above, and the Corporation Company's and EhlersExecutive's other covenants and agreements contained herein, on the other hand, on behalf of themselvesParties hereby release and discharge each other, and their successxxx xxd assigns, jointly Executive hereby releases and severally, hereby mutually agree to fully remise, release, acquit discharges the Company's past and forever discharge one another, and each of their respective successors and assigns, their boards of directorspresent subsidiaries, shareholders, and the officers, employees and agentsdirectors, and their respective partnersmanagers, employees, agents, employeesattorneys, stockholdersservants, officersaffiliates, predecessors, successors and assignsassigns of each of them, jointly and severallyits and their insurers, of employee welfare benefit plans, and pension or deferred compensation plans, along with their respective trustees, administrators, and fiduciaries (collectively, the "Released Parties") from any and all debtsclaims, costscharges, liabilitiescomplaints, liens, demands, causes of action, obligations, lossesdamages and liabilities, suitsknown or unknown, controversiessuspected or ---------------- ------------ unsuspected, disputes, rights, claims, demands, damages, actions and causes of action of any nature whatsoever, whether arising at law or in equity, which any of that the foregoing parties may have Parties had, may now have, or may havehereafter claim to have ----------- against the Released Parties, arising out of or relating in any way to Executive's hiring by, employment with, or may hereafter have, against one another by reason separation from the Company or otherwise relating to any of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, the Released Parties from the beginning of timetime through the Separation Date. The release specifically extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to and including this date hereof. Without limiting compete in the foregoingopen labor market, after payment breach of an express or implied contract, breach of any collective bargaining agreement, breach of the Total Paymentcovenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and subject to verification by RJF that claims under the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date)California constitution, the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF GroupUnited States Constitution, including Eagleand applicable state and federal fair employment laws, to make any other payments whatsoever under this Agreementfederal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Separation AgreementCivil Rights Act of 1964, as amended, the Option Agreement or any other agreement between Fair Labor Standards Act, as amended, the parties hereto. Effective National Labor Relations Act, as amended, the Labor-Management Relations Act, as amended, the Worker Retraining and Notification Act of 1988, as amended, the Closing DateAmericans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and subject to the obligations of the parties hereto to consummate the transactions described hereinCalifornia Fair Employment and Housing Act, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeveras amended.

Mutual Release. Except for (ia) the obligations In partial consideration of the parties as described consummation of the transactions set forth herein, Seller, for itself and its successors, assigns, agents and affiliates (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (collectively, including Seller, the "Prior ObligationsSeller Releasers") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement), each member of hereby forever fully, irrevocably and unconditionally releases and discharges the RJF GroupCompany and its affiliates, on the one handsubsidiaries (direct and indirect), and the Corporation and Ehlersstockholders, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agentspartners, and their respective partnersmembers, employees, agents, employeeslenders (and agents related thereto) and representatives (respectively, stockholders, officers, successors and assigns, jointly and severally, of and the "Company Released Parties") from any and all debts, costs, liabilities, obligations, lossesactions, suits, controversies, disputes, rights, claims, demands, damagesdebts, actions sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys', brokers' and accountants' fees and expenses) arising out of or related to Seller's ownership of the Shares, the repurchase of the Shares hereunder, the Customer Accounts, any nature whatsoeveraccounts receivable relating to such Customer Accounts, or the PERS Agreement, which the Seller Releasers (or any of them) can, shall or may have against the Company Released Parties (or any of them), whether arising known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist, other than a claim for breach of this Agreement (collectively, "Seller Released Claims"). Each of the Seller Releasers hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Company Released Party based upon any Seller Released Claim. Seller, on behalf of itself and each of the Seller Releasers, hereby acknowledges that such person has been advised by legal counsel and waives and relinquishes all rights and benefits under any statute or regulation that states, in substance: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at law or in equitythe time of executing the release, which any if known to him must have materially affected his settlement with the debtor." Seller, on behalf of itself and each of the foregoing parties Seller Releasers, acknowledges that such person may have hadsustained damage, loss, cost or expense that is presently unknown or unsuspected, and that such damage, loss, cost or expense as may now havehave been sustained may give rise to additional damage, loss, cost or may haveexpense in the future. Nevertheless, or may hereafter haveSeller, against one another by reason on behalf of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to itself and including this date hereof. Without limiting the foregoing, after payment each of the Total PaymentSeller Releasers, acknowledges that this Section 1.4(a) has been negotiated and subject to verification by RJF that the Prior Obligations agreed upon in light of this situation and expressly waives any and all rights which such person may have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF under any such applicable state or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement federal statute or any other agreement between the parties hereto. Effective as of the Closing Date, and subject common law principle relating to the obligations release of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever.claims. 4820-4970-2750.11

Mutual Release. Except In consideration of all of the terms and conditions of this Agreement (including without limitation the mutual releases provided herein), except as expressly provided below, the Buyer Parties hereby release the Seller Parties, and the Seller Parties hereby release the Buyer Parties, from any and all causes of action, actions, judgments, liens, damages, Losses (as defined in the Amended Purchase Agreement), costs, claims, liabilities, expenses, and demands whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”), which they ever had, now have, or hereafter can, shall or may have, for, upon or by reason of any act, omission, misrepresentation, breach, transaction, practice, conduct, matter, cause, operation of law, effect, or thing of any kind whatsoever, arising out of, or relating in any manner to the relationship between the Buyer Parties and Seller Parties, including, without limitation, any Claims arising out of or in any way related to the Amended Purchase Agreement (including payments of any amounts due thereunder and any Claims for indemnification thereunder); provided, however, it is expressly agreed and understood that this Agreement does not release (a) any obligations under this Agreement, (b) Buyer’s or Buyer Sub’s obligations under (i) the obligations Note, (ii) the Amended Security Agreement, (iii) the Supply Agreement, (iv) the Amended Purchase Agreement to satisfy the Assumed Liabilities (as defined in the Amended Purchase Agreement), (v) Sections 9.3(b)(v), 10.5 and 10.7 of the parties Amended Purchase Agreement, (vi) the Amended Restriction Agreement, (vii) the Xxxx Employment Agreement (as described hereindefined in the Amended Purchase Agreement) as modified by the Xxxx Agreement, and (viii) that certain Assignment and Assumption of Business Property Lease, dated October 1, 2008, by and between Seller and Buyer, (c) Seller’s or the Shareholders’ obligations under (i) clause (v) of Section 9.2(b) of the Amended Purchase Agreement, or (ii) the Amended Restriction Agreement, (d) Seller’s obligations from and after the Effective Date under the Seller Non-Competition Agreement (as defined in the Amended Purchase Agreement, (e) Xxxxxx’x obligations from and after the Effective Date under the Xxxxxx Non-Competition Agreement (as defined in the Amended Purchase Agreement) as modified by the Xxxx Agreement, (f) Xxxx’x obligations from and after the Effective Date under (i) the Xxxx Non-Competition Agreement (as defined in the Amended Purchase Agreement) as modified by the Xxxx Agreement and (ii) subject to verification the Xxxx Employment Agreement (as defined in the Amended Purchase Agreement) as modified by RJF that all the Xxxx Agreement, and (g) CNH’s obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Supply Agreement), each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of any nature whatsoever, whether arising at law or in equity, which any of the foregoing parties may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever.

Mutual Release. Except In full consideration of and in exchange for (i) the obligations of the parties as described herein, promises and (ii) subject to verification by RJF that all obligations of the Corporation consideration provided under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)this Article 2, each member of the RJF Group, on the one hand, Cardica and the Corporation Intuitive hereby fully and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit unconditionally releases and forever discharge one another, and discharges each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and other from any and all debtsclaims, costscauses of action, liabilitiescharges, obligations, losses, suits, controversies, disputes, rights, claimscomplaints, demands, damagesactions, actions and causes of action liabilities of any nature whatsoever, whether arising at law known or in equityunknown, which any of the foregoing parties suspected or unsuspected, legal or equitable, that such Party may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any the other matter whatsoever, from the beginning of time, Party prior to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Effective Date. It is further understood and agreed by the Parties that as a condition of this Development Agreement, Cardica and Intuitive hereby expressly waive and relinquish any and all claims, rights or benefits that they may have under California Civil Code Section 1542, which provides as follows: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “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.” In connection with such waiver and relinquishment, the Parties hereby acknowledge that they or their attorneys may hereafter discover claims or facts in addition to, or different from, those which they now know or believe to exist, but that they expressly agree to fully, finally and forever settle and release any and all claims, known or unknown, suspected or unsuspected, which exist or may exist on their behalf against Releasees at the time of execution of this Development Agreement. The Parties further acknowledge, understand and agree that this representation and commitment is essential to each Party and that this Development Agreement would not have been entered into were it not for this representation and commitment. For clarity, the License Agreement (as amended by this Development Agreement) remains in full force and effect, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement nothing contained herein shall be terminated in construed to release, waive or discharge any Party from any of its entirety and shall be considered null, void and of no further force or effect whatsoeverfuture obligations under the License Agreement.

Mutual Release. Except for (i) the obligations of the parties as described hereinAs a material inducement to Michaels to enter into this Agreement, Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges Michaels and each of Michaels' present and former stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries and affiliates (iiand agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including without limitation attorney's fees and costs actually incurred), of any nature whatsoever (other than (a) subject to verification by RJF that all liabilities, claims, obligations of the Corporation and other rights arising solely under the Separation this Agreement which have accrued or incurred prior to the date hereof under Michaels' Deferred Compensation Plan, or (b) claims to workers compensation benefits to which Employee would have otherwise been entitled), known or unknown ("Claim" or "Claims"), which Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee at any time heretofore had, owned, or held, or claimed to have, own, or hold, against each or any of the Releasees, which are (y) related to Employee's employment with Michaels or any subsidiary or affiliate of Michaels; (z) related to the termination of Employee's employment with Michaels or any subsidiary or affiliate of Michaels, or (c) claims of age discrimination under the Age Discrimination in Employment Act of 1967, as amended (the "Prior ObligationsADEA") have been fully paid in accordance with ). Employee understands and acknowledges that this Agreement does not waive rights or claims under the terms ADEA or comparable state law that may arise after the date this Agreement is executed and does not waive his right to challenge this Agreement's waiver of ADEA claims under the Older Workers Benefit Protection Act. Employee represents and warrants to Michaels that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation or interest therein. As a material inducement to Employee to enter into this Agreement), each member of the RJF GroupMichaels hereby irrevocably and unconditionally releases, on the one handacquits, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, discharges Employee and each of their respective successors and Employee's heirs, assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employeesrepresentatives and attorneys, stockholdersand all persons acting by, officersthrough, successors and assignsunder or in concert with any of them (collectively, jointly and severally"Employee Releasees"), or any of and them, from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of Claims (other than Claims arising solely under this Agreement or from any nature whatsoever, whether arising at law fraud or in equitycriminal misconduct by Employee), which Michaels now has, owns, or holds, or claims to have, own, or hold, or which Michaels at any time heretofore had, owned, or held, or claimed to have, own, or hold, against each or any of the foregoing parties may have had, may now haveEmployee Releasees arising by or before the date this Agreement is executed by Employee. Michaels represents and warrants to Employee that Michaels has not heretofore assigned or transferred, or may havepurported to assign or transfer, to any person or may hereafter haveentity, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument Claim or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF portion thereof or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverinterest therein.

Mutual Release. Except for (ic) the obligations Effective as of the parties as described Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by Sellers, each Seller (each, a “Seller Releasing Person”) hereby irrevocably releases and forever discharges Buyer, the Company and their respective parents, Subsidiaries, Affiliates (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior other than a Seller Releasing Person to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not extent that such Seller Releasing Person would be released until fully paid as described in the Separation deemed such an Affiliate for purposes of this Agreement), each member divisions and predecessors and their respective past and present shareholders, directors, officers, members, managers, partners (general or limited), agents, employees and Affiliates (other than Seller Releasing Persons to the extent that they would be deemed Affiliates for purposes of the RJF Group, on the one handthis Agreement), and the Corporation and Ehlerssuccessors, on the other handheirs, on behalf of themselves, and their successxxx xxd assigns, jointly executors and severallyadministrators to the foregoing (collectively, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severallythe “Buyer Released Persons”), of and from any and all debtsmanner or causes of action and actions, costs, liabilities, obligations, lossesclaims, suits, controversies, disputes, rights, claimsdebts, demandssums of money, damagescovenants, actions contracts, damages and causes of action of any nature judgments whatsoever, whether arising at in law or in equity, which any of the foregoing parties may have such Seller Releasing Person ever had, may now havehas or which it hereafter can, shall or may have, against the Buyer Released Persons, whether known or may hereafter haveunknown, against one another suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from relating to the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total PaymentCompany, and subject arising at any time on or prior to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, whether in such Seller Releasing Person’s capacity as an equityholder, director, officer, holder of Indebtedness or otherwise, and subject the Buyer Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover (i) 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 Related Documents or (ii) any obligations (if any) related to accrued but unpaid compensation owed by the Company immediately prior to the obligations Closing to such Seller Releasing Person in connection with the performance of services in the ordinary course by such Seller Releasing Person for the Company; provided, further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and release by Sellers of the parties hereto Company from any right of contribution or right of indemnity from or against the Company with respect to consummate any indemnification payments by Sellers to the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverBuyer Indemnified Parties pursuant to this Agreement.

Mutual Release. Except In full consideration of and in exchange for the promises and consideration provided, the Parties hereby release and discharge each other and all of their respective stockholders, agents, partners, affiliates, attorneys, employees, officers, directors, assigns and insurers (i"Releasees") from all liability, claims and causes of action, whether known, unknown, unforeseen, unanticipated or latent, which any Party hereto may have or claim to have against the obligations of the parties as described herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued other arising prior to the effective date hereof (of this Addendum, including without limitation, claims relating to the "Prior Obligations") have been fully paid in accordance with Asset Purchase Agreement, the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in transactions contemplated thereby and the Separation Agreement), each member performance of the RJF GroupParties thereunder. It is further understood and agreed by the Parties that as a condition of this Addendum, on the one hand, Parties hereby expressly waive and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from relinquish any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of any nature whatsoever, whether arising at law rights or in equitybenefits that they may have under California Civil Code Section 1542, which any of 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.” In connection with such waiver and relinquishment, the foregoing parties Parties hereby acknowledge that they or their attorneys may have had, may now havehereafter discover claims or facts in addition to, or may havedifferent from, those which they now know or believe to exist, but that they expressly agree to fully, finally and forever settle and release any and all claims, known or unknown, suspected or unsuspected, which exist or may hereafter haveexist on their behalf against Releases at the time of execution of this Addendum. The Parties further acknowledge, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, understand and agree that this representation and commitment is essential to each Party and including that this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations Addendum would not have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under entered into were it not for this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, representation and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoevercommitment.

Mutual Release. (a) Except for (i) the obligations performance by the parties of the parties as described hereinprovisions of this Agreement, the Sanction Stipulation and the Debenture Documents, and (ii) subject conditioned, with respect to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior CSGI and Dreaper respectively, upon CSGI's and Dreaper's respective cooperation pursuant to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)Paragraph 6 above, each member of the RJF Groupparty hereto, on the one hand, for itself and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholdersall partners, officers, employees directors, employees, affiliates (both persons and agentsentities), and their respective partnersrepresentatives, agents, employeesattorneys, stockholdersservants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers (collectively, the "Releasing Parties"), shall be deemed to have released and forever discharged each of the other parties hereto, and all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors and in interest, assigns, jointly nominees and severallyinsurers of each such party, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of any nature whatsoeveraction, whether arising at law known or in equityunknown, which fixed or contingent, that any of the foregoing parties Releasing Parties may have had, may now have, or may have, have or may hereafter haveacquire with respect to any matters whatsoever arising under or in any way related to (i) the claims, counterclaims, third-party claims, and causes of action asserted in the Debenture Litigation and the Defamation Litigation, (ii) any act which may constitute a defense to the performance of this Agreement and the Debenture Documents, and (iii) any claims any party may have against one another by reason any other with respect to or in connection with any alleged violation of any matterstate or Federal securities laws, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from prior to the beginning date of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, including the Separation Agreement, Securities Act and the Option Agreement or any other agreement between Exchange Act (as defined in the parties heretoDebenture Documents). Effective as of the Closing Date, and subject Notwithstanding anything to the obligations of the parties hereto to consummate the transactions described contrary contained herein, the parties hereto agree that foregoing shall not release CSGI from any claims, demands, expenses or losses by the Separation Agreement shall be terminated in its entirety and shall be considered nullDebenture Holders (or causes of action or remedies related thereto) arising from any indemnity by CSGI or any affiliate for the benefit of the Debenture Parties as required by the Debenture Documents, void and of no further force or effect whatsoeverincluding any claims concerning the Warrants held by the Debenture Parties.

Mutual Release. Except for (i) the obligations In full and complete settlement of any and all claims which Privia or any of the parties as described hereinCovenantors has had, now has, or may in the future have against the Company, and (ii) subject any and all claims which the Company has had, now has, or may in the future have against Privia or the Covenantors arising out of acts occurring on or before the date of this Settlement Agreement as it relates to verification by RJF that the MSA, and in consideration of all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)covenants, each member of the RJF Group, on the one handterms, and the Corporation conditions contained herein. The Parties each unconditionally and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, irrevocably release, acquit waive and forever discharge one anothereach other, and together with each of their respective successors and predecessors, successors, heirs, assigns, their boards of parents, subsidiaries, affiliates, directors, shareholders, officers, employees and agentspartners, and their respective partnersemployees, agents, employeesrepresentatives and attorneys (collectively, stockholdersthe “Released Parties”), officers, successors and assigns, jointly and severally, of and from from: (a) any and all debts, costs, liabilities, obligations, lossesduties, suitspromises, controversiesresponsibilities, disputesfees, rights, or indebtedness of any kind as they relate to the MSA; and (b) all claims, demandsoffsets, damages, actions and causes of action action, suits or defenses of any nature whatsoever, whether arising at law or in equitykind whatsoever (if any), which any of the foregoing parties may Parties might otherwise have hadagainst each other and the Released Parties, may now haveas it relates to the MSA, in either case (a) or may have, or may hereafter have, against one another by reason (b) on account of any matter, cause, happening, thing, document, agreement, partnership agreementcontract, separation agreementunderstanding, option agreementpromise, leasecondition, noteact, instrument omission, event, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or any other matter whatsoeverof any kind which existed, arose or occurred at any time from the beginning of timethe world to the execution of this Settlement Agreement, whether direct or indirect, known or unknown, disclosed or undisclosed, matured or not matured, discovered or undiscovered, or contemplated or not contemplated as it relates to the MSA. This Mutual Release herein described shall not include any release, waiver or discharge for any future liability, obligation, duty, promise, responsibility, fee, or indebtedness not related to the MSA or any future claim, offset, cause of action, suit, or defense not related to the MSA, but it is intended to waive and release all claims, including this date hereof. Without limiting future claims, arising under or on the foregoing, after payment termination of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverMSA.

Mutual Release. Except for (i) the obligations of the parties as described hereinimposed by this Settlement Agreement, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement), each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other handXxxx, on behalf of themselveshimself, and their successxxx xxd assignshis employees, jointly and severallyagents, hereby mutually agree to fully remiseauthorized representatives, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of hereby releases Image, its predecessors-in-interest, successors-in-interest, officers, directors, shareholders, officers, employees and agents, and their respective partnersemployees, agents, employeesauthorized representatives, stockholders, officers, successors attorneys and assigns, jointly and severally, of and assigns from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions claims and causes of action demands which he has against them of any nature kind whatsoever, whether known or unknown, which he asserted or could have asserted, including but not limited to those claims arising at law out of or relating to the Employment Agreement, the Employment, the Termination, the Arbitration, any claims which could have been raised therein or in equityconnection therewith.. Except for the obligations imposed by this Settlement Agreement, Image, on behalf of itself and its predecessors-in-interest, successors-in-interest, officers, directors, shareholders, employees, agents, authorized representatives, and assigns, hereby releases Xxxx, and his spouse, employees, agents, authorized representatives, attorneys and assigns from any and all claims and demands which it has against them arising out of or relating to the Employment Agreement, the Employment, the Termination, the Arbitration, any of the foregoing parties may claims which could have hadbeen raised therein or in connection therewith, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or and any other matter whatsoever, from whether liquidated or contingent, certain or uncertain, known or unknown. It is the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment intention of the Total PaymentParties hereto in executing this instrument that it shall be effective as a full and final accord, satisfaction and release of all matters. The Parties acknowledge that they are aware that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of this instrument, but that it is their intention hereby, fully, finally and forever to settle and release each other from any and all disputes and differences, known and unknown, suspected and unsuspected, which do now exist, may exist, or heretofore have existed between the Parties, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date)furtherance of such intention, the parties hereto agree releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different facts. The Parties each acknowledge that he/it is familiar with the Corporation shall terms of California Civil Code Section 1542, which reads: “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 no further obligation to RJF materially affected his or her settlement with the debtor.” All Parties hereto, and each of them, hereby waive the provisions of Section 1542 and release and relinquish any rights they may have under that section or any member similar law and the application of said Section or law to any future disputes with respect to the RJF Group, including Eagle, to make any other payments whatsoever under Released Matters. All Parties acknowledge that before executing this Agreement, waiver they were fully advised by legal counsel about the Separation Agreement, effects of waiving the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Dateprovisions of, and subject to the obligations of the parties hereto to consummate the transactions described hereintheir rights under, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverCivil Code Section 1542.

Mutual Release. Except for (i) with respect to the obligations created by this Agreement, none of which obligations are released by the signing of this Agreement, each of the parties as described hereinParties hereto, and (ii) subject to verification by RJF that all obligations in consideration of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been mutual promises, covenants and execution of this Agreement, fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)and completely, each member of the RJF Groupirrevocably and unconditionally, on the one hand, releases and the Corporation and Ehlers, on forever discharges the other handand all of its agents, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholdersrepresentatives, officers, employees and agents, and their respective partners, agentsdirectors, employees, stockholdersbrokers, officersattorneys, successors and predecessors, successors, assigns, jointly insurers, heirs, beneficiaries, trustees, administrators, and severallyexecutors, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, obligations, costs, attorneys' fees, expenses, liens, actions and causes of action of any every kind and nature whatsoever(hereinafter "Claims"), except for the rights and claims created or reserved by this Agreement, whether arising at law now known or in equityunknown, suspected or unsuspected, whether or not heretofore asserted, which they now hold or own, or have held or owned, by reason of damages or injuries suffered or alleged to have been suffered by the actions of the Parties, or any of them. The Parties acknowledge that, following execution of this Agreement, they may discover matters which, had they been known before the execution, would have caused them not to execute the Agreement. Nevertheless, the Parties assume this risk and hereby acknowledge that they have been informed by their own attorneys regarding, and understand the provisions of, Section 1542 of the California Civil Code, which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The Parties expressly waive and relinquish all rights and benefits arising from said Section 1542 and from any and all other laws of similar effect only with respect to any and all Claims set forth in the Lawsuit or that could have been brought into the Lawsuit or arising from the prosecution or defense of the Lawsuit, and by reason of damages or injuries suffered or alleged to have been suffered by any of the foregoing parties may have had, may now haveactions of the Parties, or may have, or may hereafter have, against one another by reason each of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverthem.

Mutual Release. Except for (ia) the obligations Effective as of the parties as described Closing, in consideration of the mutual covenants and agreements contained herein, and (ii) subject including the consideration to verification be received by RJF that all obligations him or her, each of the Corporation under Sellers (each, a “Seller Releasing Person”) hereby irrevocably releases and forever discharges Buyer, the Separation Agreement which have accrued prior Company and their respective parents, Subsidiaries, Affiliates (other than a Seller Releasing Person to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not extent that such Seller Releasing Person would be released until fully paid as described in the Separation deemed such an Affiliate for purposes of this Agreement), each member divisions and predecessors and their respective past and present shareholders, directors, officers, members, managers, partners (general or limited), agents, employees and Affiliates (other than Seller Releasing Persons to the extent that they would be deemed Affiliates for purposes of the RJF Group, on the one handthis Agreement), and the Corporation and Ehlerssuccessors, on the other handheirs, on behalf of themselves, and their successxxx xxd assigns, jointly executors and severallyadministrators to the foregoing (collectively, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severallythe “Buyer Released Persons”), of and from any and all debtsmanner or causes of action and actions, costs, liabilities, obligations, lossesclaims, suits, controversies, disputes, rights, claimsdebts, demandssums of money, damagescovenants, actions contracts, damages and causes of action of any nature judgments whatsoever, whether arising at in law or in equity, which any of the foregoing parties may have such Seller Releasing Person ever had, may now havehas or which he hereafter can, shall or may have, against the Buyer Released Persons, whether known or may hereafter haveunknown, against one another suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from relating to the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total PaymentCompany, and subject arising at any time on or prior to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, whether in such Seller Releasing Person’s capacity as an equityholder, director, officer, holder of Indebtedness or otherwise, and subject the Buyer Released Persons shall not have liability with respect thereto; 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; provided further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and release by the Sellers of the Company and its Subsidiary from any right of contribution or right of indemnity from or against the Company or its Subsidiary with respect to any indemnification payments by the Sellers to the obligations of the parties hereto Buyer Indemnified Parties pursuant to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverthis Agreement.

Mutual Release. Except for (i) It is the obligations intention of the parties to this Agreement that this SECTION 1 shall be effective as described a full and final accord and satisfaction and release of all of claims and judgments identified in this SECTION 1. Each of the parities hereby acknowledges that it has read and is familiar with California Civil Code Section 1542 which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of the parties does hereby expressly waive and relinquish all rights and benefits which it has or may have under California Civil Code Section 1542 (or any similar law of any country, state, territory or jurisdiction) to the fullest extent that it may lawfully waive such rights and benefits. In connection with the waiver and relinquishment set forth in this SECTION 1.3, each of the parties acknowledges that it is aware that it may hereafter discover facts in addition to and/or different from those now known or believed to be true with respect to the subject matter of this SECTION 1, but that notwithstanding that fact, it is their respective intention hereby to fully, finally, and forever release all of the claims released herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement known or unknown, suspected or unsuspected, which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described now exist, may in the Separation Agreement), future exist or heretofore have existed between each member of the RJF Grouprespective party, on the one hand, and the Corporation those parties, persons and Ehlersentities granted releases by it, on the other hand, on behalf and that in furtherance of themselvessuch intention, the release given herein shall be and their successxxx xxd assignsremain in effect as full and complete releases, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action notwithstanding the discovery or existence of any nature whatsoever, whether arising at law such additional or in equity, which any of the foregoing parties may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverdifferent facts.

Mutual Release. Except As additional material consideration for (i) the obligations of the parties as described hereinLandlord’s and Tenant’s mutual agreement to enter into this Second Amendment, and (ii) subject to verification except for the rights, duties and obligation created by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)this Second Amendment, each member of the RJF Group, and conditioned on the one hand, and performance by the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each Parties of their respective successors obligations under the provisions of the Lease as modified by this Second Amendment, Tenant and assigns, their boards Landlord agree to hereby fully and forever releases and discharges one another (and all of directors, shareholders, officers, employees and agents, and their respective partnersaffiliates, agents, employees, stockholders, officerspredecessors, successors and assigns, jointly and severally, of and agents) from any and all debtscauses of action, costs, liabilities, obligationschanges, losses, suits, controversies, disputes, rightsdamages, claims, demands, damages, actions obligations and causes of action of any nature whatsoever, whether arising at liabilities whatsoever in law or in equity, which any of the foregoing parties may have had, may now have, equity that either Tenant or may have, Landlord has or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective ever had as of the Closing Datedate of this Second Amendment against the other Party, whether known or unknown, including, without limitation the Second Amendment Disputes, excluding, however, the Surviving Matters (as defined below), which are expressly reserved by Landlord as liabilities of the Tenant for the remainder of the extended Lease Term, and subject for any period following the expiration or earlier termination of the Lease that such Surviving Matters may survive the Lease as expressly provided therein, and except for the Surviving Matters, Landlord and Tenant mutually covenant and agree that all actual and alleged defaults relating thereto are hereby cured and deemed null and void for purposes of referencing any prior defaults in the Lease. With respect to the obligations matters released in this Section 18, Landlord and Tenant each expressly waives all rights under the provisions of California Civil Code Section 1542, which provides: “A general release does not extend to claims which the parties hereto creditor does not know or suspect to consummate exist in his or her favor at the transactions described hereintime of executing the release, which if known by him or her must have materially affected his or her settlement with the parties hereto agree debtor.” Landlord and Tenant hereby acknowledge that each of them has respectively received the Separation Agreement shall be terminated in its entirety advice of legal counsel with respect to the aforementioned release and shall be considered null, void waiver and of no further force or effect whatsoeverunderstands the terms thereof.

Mutual Release. Except for (i) It is the obligations intention of each of the parties to this Agreement that this Agreement shall be effective as described a full and final accord and satisfaction and release of all of the claims and judgments specifically released pursuant to SECTIONS 1, 2 and 3 of this Agreement. Each of the parties hereby acknowledges that it has read and is familiar with California Civil Code Section 1542 which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of the parties does hereby expressly waive and relinquish all rights and benefits which it has or may have under California Civil Code Section 1542 (or any similar law of any other country, state, territory or jurisdiction) to the fullest extent that it may lawfully waive such rights and benefits. In connection with the waiver and relinquishment set forth in this SECTION 4, each of the parties acknowledges that it is aware that it may hereafter discover facts in addition to and/or different from those now known or believed to be true with respect to the subject matter of this Agreement, but that notwithstanding that fact, it is their respective intention hereby to fully, finally, and forever release all of the claims released herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement known or unknown, suspected or unsuspected, which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described now exist, may in the Separation Agreement), future exist or heretofore have existed between each member of the RJF Grouprespective party, on the one hand, and the Corporation those parties, persons and Ehlersentities granted releases by it, on the other hand, on behalf and that in furtherance of themselvessuch intention, the releases given herein shall be and their successxxx xxd assignsremain in effect as full and complete releases, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action notwithstanding the discovery or existence of any nature whatsoever, whether arising at law such additional or in equity, which any of the foregoing parties may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverdifferent facts.

Mutual Release. Except for (i) the obligations as provided in Section 5.1(c), effective as of the parties as described hereinBusiness Transfer Time, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)Vistana does hereby, each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, for itself and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, wholly-owned Vistana Entity and their respective partnersAffiliates, agents, employees, stockholders, officerspredecessors, successors and assigns, jointly remise, release and severallyforever discharge each Starwood Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Starwood or any such wholly-owned Starwood Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Starwood Released Persons”), from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action of any nature Liabilities whatsoever, whether arising at law or in equityequity (including any right of contribution), which whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Business Transfer Time, whether or not known as of the Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization and the Distribution. Without limitation, the foregoing parties release includes a release of any rights and benefits with respect to such Liabilities that each Vistana Entity and its respective Affiliates, predecessors, successors and assigns, now has or in the future may have hadconferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may now have, or may have, have given or may hereafter havegive rise to Liabilities that are presently unknown, against one another by reason unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, that awareness and it nevertheless hereby intends to release the Starwood Released Persons from the beginning Liabilities described in the first sentence of time, to and including this date hereof. Without limiting the foregoing, after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing DateSection 5.1(a), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever.

Mutual Release. Except for Each party hereto (i) the obligations of the parties each as described herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the a "Prior ObligationsReleasing Party") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement)for itself, each member of the RJF Groupits predecessors, on the one handsuccessors, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly affiliates, officers, directors, agents and severallyemployees, does hereby mutually agree to fully remise, release, acquit remise and forever discharge one anothereach other party hereto and its respective successors, and each of their respective successors and affiliates, assigns, their boards of directors, shareholders, officers, directors, agents and employees and agents(collectively with each party hereto, and their respective partnersthe "Releasees" of each party hereto), agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and from any and all debtsclaims, costsdemands, rights of action, causes of action, lawsuits, arbitrations, damages, indebtedness, liabilities, obligations, losseslosses or expenses of any nature whatsoever and remedies therefor, suitsduty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation, contracts, controversies, disputespromises, rightschoices in action, claims, demands, damages, actions and causes rights of action indemnity or liability of any nature type, kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether arising at known or unknown, suspected or unsuspected, whether heretofore now existing or hereafter arising, which could, might or may be claimed to exist, whether liquidated or unliquidated, whether existing in law or in equityequity and whether known or unknown, foreseen or unforeseen, which any of the foregoing parties may have Releasing Party has or has had, may now have, or may have, or may hereafter haveclaim to have had, against one another by reason of any matterReleasees relating to, causeconcerning, happeningor arising from, thingunder or in connection with the Arbitration Proceedings, documentNascobal Agreement or the Scopolamine Agreement or the negotiation thereof or the relationships created thereunder, agreementand any transactions and documents in connection therewith, partnership agreementrelated thereto or contemplated thereby; provided, separation agreementhowever that nothing in this Agreement shall affect the validity or effect the rights, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time, to obligations and including this date hereof. Without limiting the foregoing, after payment liabilities of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Purchase Agreement, or the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoeverTransaction Agreements.

Mutual Release. Except (a) The Seller and the Bankruptcy Trustee, in each case, for itself and its successors, assigns, beneficiaries, Affiliates (ias defined below) and Representatives (as defined below) (the obligations foregoing, collectively the “Seller Releasing Parties” and each a “Seller Releasing Party”) hereby fully and finally releases, acquits and forever discharges each of the parties as described herein, and (ii) subject to verification by RJF that all obligations of the Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as described in the Separation Agreement), each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their successxxx xxd assigns, jointly and severally, hereby mutually agree to fully remise, release, acquit and forever discharge one another, iPayment Parties and each of their respective successors Affiliates and assignsRepresentatives (collectively, their boards of directors, shareholders, officers, employees the “Seller-Released Parties” and agents, and their respective partners, agents, employees, stockholders, officers, successors and assigns, jointly and severally, of and each a “Seller-Released Party”) from any and all actions, debts, costsclaims, counterclaims, demands, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action action, costs and expenses of any every kind and nature whatsoever, whether arising at past or present, in law or in equity, whether known or unknown, which any of the foregoing parties Seller Releasing Parties has had, has, may have had, may now have, or may have, had or may hereafter havehave against the Seller-Released Parties or any of them, against one another by reason including, without limitation, any of the foregoing relating to or arising out of any matterdirect or indirect ownership interest in, causeor agreement with or with respect to, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument iPayment or any other matter whatsoeverof its predecessors or current or former Affiliates (including, without limitation, (i) the Assignment of Agreements, dated December 13, 1999, between Hardsworth, LLC, GSD Trust Partners, LLC and Caymas, LLC, (ii) any agreement (written or oral) related to the agreement referred to in the foregoing clause (i) or to the ownership or assets of Caymas, LLC, (iii) the Limited Partnership Agreement of Investors, entered into as of June 28, 2006, by and between the GP and the limited partners listed on Exhibit A thereto, and (iv) the Limited Liability Company Operating Agreement of the GP, entered into as of June 28, 2006, by and between [the Seller] [Xxxxxxx X. Daily] and Xxxxxxxx), or the Chapter 11 Case, from the beginning of time, to and including this time through the consummation on the date hereof. Without limiting the foregoing, after payment hereof of the Total Payment, and subject to verification transactions contemplated by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Redemption Agreement, other than claims for the Separation Agreement, performance of obligations set forth in the Option Redemption Agreement or by any other agreement between Seller-Released Party that is party thereto (the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be terminated in its entirety and shall be considered null, void and of no further force or effect whatsoever“Seller-Released Claims”).