Common use of Mutual Release Clause in Contracts

Mutual Release. Expressly conditioned upon timely completion of the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) The Company, on the one hand, and Third Point, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directorsowners, officers, shareholdersdirectors, assignspartners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, agentsshareholders, predecessorsadvisors, consultants, attorneys, heirs, executors, and administrators, successorssuccessors and assigns of any said person or entity, subsidiary entities, former entities, attorneyssecurity holders of any said person or entity, and any others other person claiming under (now or in the future) through themor on behalf of any of said persons or entities (collectively “Released Persons”), both past irrevocably and presentunconditionally release, do hereby release settle, acquit and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, other and all others acting by, through, under, or in concert with the other, and each of themtheir Released Persons, from any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suitsactions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liensdues, contracts sums of money, expenses, specialties and fees and costs (expresswhether direct, implied in factindirect or consequential, incidental or implied by law)otherwise including, agreementswithout limitation, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, attorney’s fees or court costs, or expenses, of whatever nature) incurred in connection therewith of any nature kind whatsoever, whether known or unknown, suspected or unsuspected, fixed in their own right, representatively, derivatively or contingentin any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which each now has have arisen, could have arisen, arise now, or hereafter may hereafter have by reason arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, causething, or thing whatsoever from the beginning of time to the date hereofcause whatsoever, includingor any series thereof, without limiting the generality of the foregoingembraced, any matters that involved, arising out of, set forth in or might have been otherwise related in any way raisedto the Delaware Litigation, by complaintthe Third Point Shareholder Nomination, cross-complaint or otherwise the Third Point proxy contest at the 2014 Annual Meeting and the Agreements Company’s nomination of directors for election at the 2014 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is nonetheless the intent of the parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be null and void remain in effect as full and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate complete releases with regard to the rights Released Claims notwithstanding the discovery or obligations existence of the Parties hereto, whether presently existing any such additional or subsequently accruingdifferent claim or fact. To that end, with respect to the obligations created Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by or arising out any law of the provisions United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 18 was separately bargained for and is a material term of this Agreement.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Conversion Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Conversion Agreement arising out of or relating to the date hereofNote, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of the provisions of this Conversion Agreement.

Mutual Release. Expressly conditioned upon timely completion Effective as of the requirements set forth herein, the PartiesClosing, each Party, for themselves, itself and each of its Affiliates and its and their respective Boards of Directorsformer, current or future, in their respective capacities as such, directors, officers, shareholdersemployees, assignsgeneral or limited partners, employeesowners, managers, members, stockholders, direct or indirect equity holders, controlling persons, Affiliates, attorneys, assignees, agents, predecessorsrepresentatives or representatives of any of the foregoing, or any former, current or future estates, heirs, executors, and administrators, successorstrustees, subsidiary entitiessuccessors or assigns of any of the foregoing (each, former entitiesa “Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, Losses, defenses, affirmative defenses, setoffs, counterclaims and Proceedings of whatever kind or nature, whether known or unknown, which any Releasor has, may have, or might have or may assert now or in the future, against the other Party or any of its Affiliates or any of its or their respective former, current and future, in their respective capacities as such, directors, officers, employees, general and limited partners, managers, members, stockholders, direct and indirect equity holders, controlling persons, Affiliates, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employeesassignees, agents, predecessorsrepresentatives and representatives of any of the foregoing, successorsand any and all former, current and future estates, heirs, executors, and administrators, subsidiary entitiestrustees, former entitiessuccessors and assigns of any of the foregoing (each, attorneysa “Releasee”) arising out of, and all others acting by, through, under, based upon or in concert with the other, and each of them, resulting from any and all manner Contract (including any of action or actionsthe Sprint Agreements), cause or causes of transaction, event, circumstance, action, in law failure to act or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, occurrence of any nature whatsoeversort or type, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, whether known or unknown, which arise from occurred, existed or relate was taken or permitted at or prior to the Closing or relating to the ownership, operation, management, use or control of the Wireless Business or the Transactions; provided, however, that nothing contained in this Section 11.9 shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any Person under this Agreement (including pursuant to this Article 11) or any other Transaction Document or any Contract entered into following the Parties heretoClosing. Each Releasee to whom this Section 11.9 applies shall be a third party beneficiary of this Section 11.9. For the avoidance of doubt, whether presently existing or subsequently accruing, with respect notwithstanding anything to the obligations created by or arising out of the provisions of contrary in this Agreement, nothing in this Agreement shall limit any claims for Fraud against the Party making the relevant representation set forth in Article 3 or Article 4.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Settlement Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Settlement Agreement arising out of or relating to the date hereofNon-Reliance, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of this Settlement Agreement (including any surviving indemnification obligations under the provisions Engagement Agreement) or Article IX (Indemnification) of this the Purchase Agreement.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements, and undertakings of the Partiesparties under this Amendment, each for themselvesof the Company and Investor, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, permitted successors, heirsand permitted assigns (collectively, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty, or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or Amendment arising out of or relating to the provisions Stock Purchase Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this AgreementAmendment.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Termination Agreement, PLIC and Prime Re, each for themselveson behalf of itself and its respective present and former parents, their respective Boards of Directorssubsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofAgreement, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of this Termination Agreement or Section 21.1 of the provisions of this Agreement80% Coinsurance Agreement and the 10% Coinsurance Agreement regarding Confidential Information (as defined therein).

Mutual Release. Expressly conditioned upon timely completion 4.1 In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Termination Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofAPA, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, created by complaint, cross-complaint or otherwise arising out of this Termination Agreement. 4.2 Each Party, on behalf of itself and the Agreements shall each of its respective Releasors, understands that it may later discover Claims or facts that may be null and void and of no effect. Notwithstanding the abovedifferent than, or in addition to, those that it or any other provisions Releasor now knows or believes to exist regarding the subject matter of the release contained in this instrumentARTICLE 4, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement shall not affectand such Party’s decision to enter into it and grant the release contained in this ARTICLE 4. Nevertheless, dischargethe Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release any claimscontained in this ARTICLE 4, whether known or unknown, which foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise from as a result of such different or relate to the rights additional Claims or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreementfacts.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Termination Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, Affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”), hereby releases, waives and forever discharges the other Parties and their respective present and former, direct and indirect, parents, subsidiaries, Affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demandstrespasses, damages, lossesjudgments, costsextents, executions, claims and demands, whether foreseen or unforeseen, matured or unmatured (i) that are known by the Releasors as of the Closing Date (“Known Claims”) or (ii) whether known or unknown with respect to Endo’s and its Affiliates’ Commercially Reasonable Efforts to develop and commercialize the Product (“CRE Claims”), in each case, in law, admiralty or equity (collectively, the “Claims”), which any of such Releasors ever had, now have, or expenseshereafter can, of any nature whatsoevershall, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofAgreement, except for any Claims relating to (x) rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement or any of the Transaction Documents (including, without limiting the generality of the foregoingexcept with respect to subsection (ii) above, any matters indemnification or other surviving or accrued obligations under the Agreement), (y) fraud, or (z) intentional misrepresentation. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover CRE Claims or might have been facts that may be different than, or in any way raisedaddition to, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, those that it or any other provisions Releasor now knows or believes to exist regarding the subject matter of the release contained in this instrumentSection 11, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement shall not affectand such Party’s decision to enter into it and grant the release contained in this Section 11. Nevertheless, dischargethe Releasors intend to fully, finally and forever settle and release all CRE Claims that now exist, may exist or previously existed, as set forth in the release any claimscontained in this Section 11, whether known or unknown, which foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any CRE Claim that might arise from as a result of such different or relate to the rights additional CRE Claims or obligations of the Parties heretofacts. The Releasors expressly, whether presently existing or subsequently accruing, knowingly and intentionally waive with respect to CRE Claims any and all rights, benefits and protections of any state or federal statute or common law principle limiting the obligations created by or arising out scope of the provisions of this Agreementa general release.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements, and undertakings of the PartiesParties under this Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, shareholdersdirectors, assignsshareholders (or equivalents), members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholdersdirectors, assignsshareholders (or equivalents), employeesmembers, agents, predecessorsrepresentatives, permitted successors, heirsand permitted assigns (collectively, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty, or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of or relating to the provisions Development Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Agreement.

Mutual Release. Expressly conditioned upon timely completion Except for their respective obligations, -------------- representations, warranties and covenants arising under this Agreement, each of the requirements set forth hereinSeller and ▇▇▇▇▇▇▇▇▇, on the Partiesone hand, each and the Company, on the other hand (for themselveshimself or itself, their respective Boards of Directorshis or its agents, officersheirs, shareholderssuccessors, assigns, employees, agents, predecessors, heirs, executors, executors and/or administrators) does hereby and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby forever mutually release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and the other's past and present parent, subsidiary, sister and affiliated corporations, divisions or other related entities, including, without limitation, in the case of the Company, Green Equity Investors II, L.P., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P., and the respective partners, employees, agents and affiliates thereof, employee benefit plans and fiduciaries of the foregoing, as well as the successors, shareholders, partners, officers, directors, heirs, predecessors, assigns, agents, employees, attorneys and representatives of each of them, past or present, from any and all manner causes of action or actions, cause or causes of actionactions, in law or in equityjudgments, suitsliens, debts, lienscontracts, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demandsindebtedness, damages, losses, costsclaims, liabilities, rights, interests and demands of whatsoever kind or expenses, of any nature whatsoevercharacter, known or unknown, suspected to exist or unsuspectednot suspected to exist, fixed anticipated or contingentnot anticipated, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which each now any such party has or may hereafter have against any released person or entity by reason of any matterand all acts, causeomissions, events or thing whatsoever from the beginning of time facts occurring or existing prior to the date hereof, including, without limiting limitation, all claims attributable to the generality ownership of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise Shares and the Agreements shall be null and void and Options or the sale or conveyance of no effect. Notwithstanding the above, or any other provisions of this instrument, Purchased Shares under this Agreement shall not affect(except for the parties' respective obligations, dischargerepresentations, or release any claimswarranties and covenants arising under this Agreement), known or unknown, which arise from or relate all claims attributable to the rights employment of ▇▇▇▇▇▇▇▇▇, all claims attributable to the termination of that employment and all claims arising under any federal, state or obligations other governmental statute, regulation or ordinance or common law, such as, for example and without limitation, Title VII of the Parties heretoCivil Rights Act of 1964 which prohibits discrimination and harassment on the basis of sex, whether presently existing or subsequently accruingrace, with respect to color, national origin and religion, the obligations created by or arising out Civil Rights Act of 1866, the provisions Age Discrimination in Employment Act which prohibits discrimination on the basis of this Agreementage over 40, the California Fair Employment Act which prohibits discrimination on the basis of race, religion, creed, color, national origin, ancestry, disability, medical condition, age over 40 and sex, the California Labor Code, and wrongful termination claims.

Mutual Release. Expressly conditioned upon timely completion of Except as to the requirements obligations set forth hereinin this Agreement, the Partiesand specifically those itemized in paragraphs 4 and 5 above, each for themselvesParty, their on behalf of itself and its respective Boards of Directorsparent, subsidiaries, affiliated entities, directors, officers, employees, partners, members, managers, shareholders, assigns, employees, agents, predecessors, heirs, executors, trustees and administrators, successors, subsidiary entities, former entities, attorneys, successors and any others anyone claiming under by or through them, both past including Nicola (“Nick”) ▇▇ ▇▇▇▇▇▇ and present▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (collectively, do the “Releasing Parties” or individually, each a “Releasing Party”), hereby release forever remise, release, acquit, and forever discharge each otherand covenant not to ▇▇▇ the other Party, and each of the others' Boards of Directorsits respective parent, subsidiaries, affiliated entities, directors, officers, employees, partners, members, managers, shareholders, assignstrustees, employeesheirs, attorneys, agents, predecessorsrepresentatives, successorsappointed and elected officials and successors and anyone claiming by or through them (collectively, heirsthe “Released Parties” or individually, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of thema “Released Party”), from and for any and all manner of action or claims, actions, cause or claims, causes of action, suits, obligations, liabilities, debts, sums of money, accounts, reckonings, bonds, bills, contracts, agreements, demands, warranties, rights, reputational harm, damages, reasonable and actual attorneys’ fees, costs, charges and causes of action, both known or unknown, foreseen, unforeseen or unforeseeable, in law or in equity, suitsof any kind whatsoever (each, debtsa “Loss”), lienswhich the applicable Releasing Party ever had, contracts (express, implied in factnow have, or implied by law)may have against the applicable Released Party for, agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, upon or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, cause or thing whatsoever from whatsoever, up to and including the beginning of time to Effective Date, including but not limited to: any and all Losses that were raised by the date hereofParties in connection with the Lease, includingSettlement Agreement, without limiting the generality of the foregoingLitigation, any matters that or might have been in any way raisedReceivership, by complaint, cross-complaint or otherwise and the Agreements shall be null Claims, as well as all claims and void and causes of no effect. Notwithstanding the aboveaction founded in tort, contract (oral, written or implied) or any other provisions common law, statutory or equitable basis of this instrumentaction specifically related and limited to the Lease, this Agreement Settlement Agreement, Litigation and Receivership. This Release shall not affect, discharge, or release any claims, known or unknown, which arise from or relate inure to the rights or benefit of any third party, except as specifically stated herein. Moreover, neither Coral Grand nor Athletic Club is released from its/their obligations under this Agreement. Nothing contained within this paragraph shall prohibit either party from pursuing any legal action necessary to secure performance of the Parties heretoother party’s obligations as set forth herein. Such release shall be immediately effective and self- executing on May 2, whether presently existing or subsequently accruing2022 only upon the Tenant’s and Athletic Club’s compliance with all obligations specified in paragraphs 4, with respect to the obligations created by or arising out of the provisions of this Agreement5 and 6 above.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Termination Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasers”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expeases, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofAgreement, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, created by complaint, cross-complaint or otherwise arising out of this Termination Agreement. (b) Each Party, on behalf of itself and the Agreements shall each of its respective Releasors, understands that it may later discover Claims or facts that may be null and void and of no effect. Notwithstanding the abovedifferent than, or in addition to, those that it or any other provisions Releasor now knows or believes to exist regarding the subject matter of the release contained in this instrumentSection 5, and which, if known at the time of signing this Tennination Agreement, may have materially affected this Termination Agreement shall not affectand such Party’s decision to enter into it and grant the release contained in this Section 5. Nevertheless, dischargethe Releasors intend to fully finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in, the release any claimscontained in this Section 5, whether known or unknown, which foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise from as a result of such different or relate to the rights additional Claims or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreementfacts.

Mutual Release. Expressly conditioned upon timely completion Upon the Court’s approval of the requirements set forth hereinSettlement Agreement, the PartiesTHL and Polk, each for themselves, their respective Boards of Directorsdirectors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directorsother’s directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raisedarising from or relating to the Debtors, by complainttheir debt obligations, cross-complaint or otherwise and the Agreements shall be null and void and of no effecttheir chapter 11 cases. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affectand shall not be construed to affect in any way (i) Polk’s right ability to prosecute its appeal of the Bankruptcy Court’s allocation decision, dischargecurrently pending in the United States District Court for the District of ▇▇▇▇▇▇▇▇ [▇▇▇▇ ▇▇. ▇▇-▇▇▇ (▇▇)], or release any claims, known or unknown, which arise from or relate (ii) THL’s rights relating to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreementsuch appeal.

Mutual Release. Expressly conditioned upon timely completion (a) The Company, on the one hand, and the Shareholder Group, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directorsowners, officers, shareholdersdirectors, assignspartners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, agentsshareholders, predecessorsadvisors, consultants, attorneys, heirs, executors, and administrators, successorssuccessors and assigns of any such person or entity, subsidiary entities, former entities, attorneyssecurity holders of any such person or entity, and any others other person claiming under (now or in the future) through themor on behalf of any of such persons or entities (collectively “Released Persons”), both past irrevocably and presentunconditionally release, do hereby release settle, acquit and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, other and all others acting by, through, under, or in concert with the other, and each of themtheir Released Persons, from any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suitsactions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liensdues, contracts sums of money, expenses, specialties and fees and costs (expresswhether direct, implied in factindirect or consequential, incidental or implied by law)otherwise including, agreementswithout limitation, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, attorney’s fees or court costs, or expenses, of whatever nature) incurred in connection therewith of any nature kind whatsoever, whether known or unknown, suspected or unsuspected, fixed in their own right, representatively, derivatively or contingentin any other capacity, which each now has in law or may hereafter have by reason in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), that have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, causething, or thing whatsoever from the beginning of time to the date hereofcause whatsoever, includingor any series thereof, without limiting the generality of the foregoingembraced, any matters that involved, arising out of, in connection with, set forth in or might have been related in any way raisedto the Shareholder Nomination, by complaint, cross-complaint or otherwise the Shareholder Group’s proxy contest at the 2014 Annual Meeting and the Agreements nomination of directors for election at the 2014 Annual Meeting (collectively, the “Released Claims”); provided that this release and waiver of Claims shall not include claims to enforce the terms of this Agreement; and provided further that if a Person (the “Asserting Person”) takes legal action against a Released Person (the “Defending Person”) relating to the Company, matters involving the Company, or the events leading up to the execution of this agreement, the Defending Person shall not be limited in asserting against that Asserting Person any Claims that for other purposes are Released Claims pursuant to this Section in responding to or defending itself in such action. (b) The parties hereto acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The parties hereto know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is nonetheless the intent of the parties hereto to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be null and void remain in effect as full and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate complete releases with regard to the rights Released Claims notwithstanding the discovery or obligations existence of the Parties hereto, whether presently existing any such additional or subsequently accruingdifferent claim or fact. To that end, with respect to the obligations created Released Claims only, the parties hereto expressly waive and relinquish any and all provisions, rights and benefits conferred by or arising out any law of the provisions United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims that the parties do not know or suspect to exist in their favor at the time of executing the release that if known by the parties might have affected the parties’ settlement. The Parties acknowledge and agree that the inclusion of this Section 23 was separately bargained for and is a material term of this Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the Parties under this Agreement, effective only upon, and conditioned on, the Partiesconsummation of the Transactions contemplated by the Closing, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors, and assigns (collectively, “Releasors”) hereby voluntarily, knowingly, fully and thereafter irrevocably releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, permitted successors, heirsand permitted assigns (collectively, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed or contingent, in law, admiralty, or equity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereofof this Agreement arising out of or relating to directly or indirectly the Potential Claims or their ownership or rights under the Series B Preference Shares. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, includingor in addition to, without limiting those that it or any other Releasor now knows or believes to exist regarding the generality subject matter of the foregoingrelease contained in this Article 7, any matters and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into it and grant the release contained in this Article 7. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or might have been previously existed, as set out in any way raisedthe release contained in this Article 7, by complaintwhether known or unknown, cross-complaint foreseen or otherwise unforeseen, or suspected or unsuspected, and the Agreements release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) The release contained in this Article 7 shall not apply for the benefit of, and shall be null and void as to, any Releasee that makes any demand, brings any claim, or initiates any proceedings in any forum against any of the Preferred Shareholders or their affiliates arising out of or relating to directly or indirectly the Potential Claims or their ownership or rights under the Series B Preference Shares. (d) For the avoidance of doubt, this Section 7.01 and the conditional release of Claims contained herein shall be null and void, shall be deemed never to have become effective, and shall have no effect. Notwithstanding force and effect on any of the above, Releasors or any other provisions of this instrument, this Agreement shall party if the Closing does not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, occur in accordance with respect to the obligations created by or arising out of the provisions of this Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements, and undertakings of the PartiesParties under this Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, managers, shareholders, assignsmembers, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessorsdirectors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersmanagers, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, permitted successors, heirsand permitted assigns (collectively, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty, or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the date hereofTier-1 Agreement, includingexcept for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Agreement (including any surviving indemnification obligations under the Tier-1 Agreement). (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 7, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party's decision to enter into it and grant the release contained in this Section 7. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 7, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) This Agreement is not intended to be and shall not be construed as an admission by either Party of any liability, including whether an event of default has occurred with respect to either Party. (d) Each Party acknowledges that it has had the opportunity to be represented by counsel of its choice throughout the negotiations, which preceded the execution of this Agreement, and in connection with the preparation and execution of this Agreement. Each Party acknowledges that it has executed this Agreement voluntarily, without limiting coercion or duress of any kind, and on the advice of its counsel. Neither Party, nor any person acting on behalf of either Party has made any statement or representation to any other Party regarding any fact relied upon in entering into this Agreement, and neither Party relies upon any statement, representation, or promise of the other Party, or any person acting on behalf of the other Party, in executing this Agreement, or in making the releases provided for herein, except as expressly stated herein. (e) Each Party has made such investigation of the facts pertaining to this Agreement, and of all matters pertaining hereto, as it deems necessary. Each Party has read this Agreement and understands its contents. In executing this Agreement, each Party assumes the risk of any misrepresentation, concealment, or mistake. If either Party should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it, or that its understanding of the facts below is incorrect, such Party shall not be entitled to any relief in connection therewith, including without limitation on the generality of the foregoing, any matters that alleged right or might have been in claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding, regardless of any way raisedclaims of misrepresentation, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and concealment of no effect. Notwithstanding the abovefact, or mistake of law or fact. (f) Notwithstanding any other provisions of this instrument, provision in this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties heretocontrary, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Section 7 shall survive the termination of this Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements, and undertakings of the PartiesParties under this Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, shareholdersdirectors, assignsstockholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholdersdirectors, assignsstockholders, employeesmembers, agents, predecessorsrepresentatives, permitted successors, heirsand permitted assigns (collectively, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty, or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, cause or thing whatsoever from the beginning of time through the Effective Date of this Agreement arising out of or relating to the date hereofManagement Agreement, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, created by complaint, cross-complaint or otherwise arising out of this Agreement and any surviving obligations under the Agreements shall Management Agreement. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be null and void and of no effect. Notwithstanding the abovedifferent than, or in addition to, those that it or any other provisions Releasor now knows or believes to exist regarding the subject matter of the release contained in this instrumentSection 3, and which, if known at the time of signing this Agreement, may have materially affected this Agreement shall not affectand such party’s decision to enter into it and grant the release contained in this Section 3. Nevertheless, dischargethe Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release any claimscontained in this Section 3, whether known or unknown, which foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise from as a result of such different or relate to the rights additional Claims or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreementfacts.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Settlement Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Settlement Agreement arising out of or relating to the date hereofPromissory Note, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, created by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions arising out of this instrumentSettlement Agreement. For clarification, nothing in this Agreement shall not affect, discharge, mutual release waives or release relinquishes any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of rights and Claims that arise under this Settlement Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Termination Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofAgreement, includingor otherwise from any cause or event, without limiting except, for the generality avoidance of doubt, this release shall not apply to any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement or for the Surviving Sections under the Agreement. For the avoidance of doubt, nothing herein shall be deemed to be a Release by any Releasor and “Claims” shall not include any Claims for indemnification or for insurance coverage pertaining to any acts or omissions as an officer, directors or other representative of the Company, whether at law, under the by-law or organizational documents of the Company or otherwise. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have affected this Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) In furtherance of the foregoing, each Party acknowledges and agrees that it is such Party’s intention to forever bar every released Claim, whether known or unknown to such Party at this time or discovered later, as stated more fully above. Each Party understands and acknowledges that there are laws that may invalidate releases of claims that are unknown to the releasing party. Each Party hereby expressly waives any matters protection to which such Party may otherwise be entitled against the Releasees by virtue of any such law. In particular, and not by way of limitation, each Party represents and acknowledges that such Party is familiar with Section 1542 of the California Civil Code, which provides: “A general release does not extend to claims which the creditor does not know or might suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have been in materially affected his or her settlement with the debtor.” Each Party hereby waives and relinquish any way raisedrights or benefits, by complaint, cross-complaint which such Party has or otherwise and may have under Section 1542 of the Agreements shall be null and void and of no effect. Notwithstanding the above, California Civil Code or any other provisions similar applicable law of any state. In waiving the application of these laws, each Party acknowledges that such Party may hereafter discover facts or claims in addition to those now known to such Party, but that such Party has taken that possibility into account in determining the consideration to be given and received under this instrumentTermination Agreement. This general release shall remain in effect, this Agreement shall not affect, discharge, notwithstanding the discovery or release existence of any such additional facts or claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreement.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Termination Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofUnit Purchase Agreement, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of the provisions of this Termination Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Amendment, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, permitted successors, heirsand permitted assigns (collectively, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty, or contingentequity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereofhereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, includinghowever, without that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the generality scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the foregoingAgreement, Sellers shall not have any matters that or might have been in any way raisedpersonal liability whatsoever to the Buyer under the Agreement, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the abovethis Amendment, or any other provisions of this instrument, this Agreement document delivered in connection with the transaction and shall not affect, dischargebe obligated to indemnify or hold harmless Buyer, or release any claimsits affiliates, known officers, directors, managers, employees, agents or unknown, which arise other representatives from or relate to the rights against any cost, loss, expense, damage or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreementliability.

Mutual Release. Expressly conditioned upon timely completion of the requirements set forth herein, the Parties(a) Subject to Section 2.2, each of NewComm and the Other Stockholders, for themselvesitself and, their respective Boards to the extent it has the legal ability to do so, on behalf of Directorsits former, present and future officers, shareholdersdirectors, assignsagents, employees, agentsAffiliates, predecessorsassigns and predecessors and successors in interest do hereby and forever waive, heirsrelease and discharge TEM and its Affiliates (including, executorswithout limitation, TEM Puerto Rico), and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, their respective officers, shareholdersdirectors, assignsagents, employees, agents, predecessors, successors, heirs, executors, assigns and administrators, subsidiary entities, former entities, attorneys, predecessors and all others acting by, through, under, or successors in concert with the other, and each of them, interest from any and all manner of action or losses, claims, liabilities, controversies, demands, actions, cause or causes of action, in law or in equitycomplaints, suits, debtscauses of action of any kind and nature whatsoever (including, lienswithout limitation, contracts (expressthose sounding in contract or tort, implied loss of profits, interference with business contracts, interference with contractual relations, damage to business reputation, increased cost of doing business, interference with expectancy of business advantage, in facteach case, current or implied by lawprospective), judgments, damages, executions, obligations, contracts, agreements, covenants, controversies, promises, liabilitiesaccounts, claimsbonds, set offsbills, rights and claims for indemnity and/or contributiondebts, refundsdues, overpaymentssums of money, demands, damages, losses, costs, or expenses, specialties, fees and costs of any kind and nature whatsoeverwhatsoever (whether direct, indirect, consequential, incidental or otherwise), known or unknown, suspected or unsuspected, fixed in their own right or contingentderivatively, in law or in equity, which each any of them ever had, now has has, or hereafter shall or may hereafter have by reason have, against any other of them, on account of, arising from, relating to, or in connection with the Contracts (including, without limitation, any matter, cause, act or omission or other matter or thing whatsoever arising from, relating to, or in connection with the negotiation, execution and performance of the Contracts) and occurring prior to and including the Effective Date, provided, however, that the foregoing shall not release TEM from the beginning any of time its obligations under this Settlement Agreement. (b) Subject to Section 2.2, each of TEM, for itself and, to the date hereofextent it has the legal ability to do so, on behalf of its former, present and future officers, directors, agents, employees, Affiliates, assigns and predecessors and successors in interest do hereby and forever waive, release and discharge each of NewComm and the Other Stockholders and their respective Affiliates, officers, directors, agents, employees, assigns and predecessors and successors in interest from any and all losses, claims, liabilities, controversies, demands, actions, complaints, suits, causes of action of any kind and nature whatsoever (including, without limiting the generality limitation, those sounding in contract or tort, loss of the foregoingprofits, interference with business contracts, interference with contractual relations, damage to business reputation, increased cost of doing business, interference with expectancy of business advantage, in each case, current or prospective), judgments, damages, executions, obligations, contracts, agreements, covenants, controversies, promises, accounts, bonds, bills, debts, dues, sums of money, expenses, specialties, fees and costs of any matters that kind and nature whatsoever (whether direct, indirect, consequential, incidental or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claimsotherwise), known or unknown, suspected or unsuspected, in their own right or derivatively, in law or in equity, which arise any of them ever had, now has, or hereafter shall or may have, against any other of them, on account of, arising from, relating to, or in connection with the Contracts (including, without limitation, any act or omission or other matter or thing whatsoever arising from, relating to, or in connection with the negotiation, execution and performance of the Contracts) and occurring prior to and including September 30, 2004, provided, however, that the foregoing shall not release NewComm and the Other Stockholders from or relate to any of their respective obligations under this Settlement Agreement. (c) The consequences of the rights or obligations foregoing waiver, release and discharge provisions have been explained by each of the Parties’ respective counsel. Each of the Parties heretoacknowledges that it may hereafter discover facts different from, whether presently existing or subsequently accruingin addition to, with respect those which they now know or believe to be true, and agree that this Settlement Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. (d) The Parties acknowledge that the release is given for adequate, valid and sufficient consideration, including the acceptance of the obligations set forth in this Settlement Agreement. In the event after the Effective Date, any Party shall breach any provision set forth in this Settlement Agreement (other than the release), the other Parties will be entitled to remedies in contract for the breach of the obligations set forth in this Settlement Agreement, however, the validity of the releases contained herein shall not be affected. Notwithstanding anything to the obligations created by contrary herein or arising out of any acts or events following the Effective Date, the releases contained herein are irrevocable and, from the Effective Date shall be and remain effective in all respects. (e) To the extent Applicable Law would not otherwise recognize the provisions of subsections (a) and (b) of this Section 2.2 as constituting a full and final release applying to all unknown and unanticipated claims, as well as those now known or disclosed, the Parties hereby expressly waive all rights or benefits which either one or any of them may have against any other counterparty now or in the future under any such Applicable Law. (f) In consideration of the foregoing, TEM agrees to withdraw, and hereby withdraws, the Notice of Dispute (as such term is defined in the Management Agreement) dated October 28, 2004 sent to NewComm pursuant to Section 12.13.1 of the Management Agreement. As a result thereof, NewComm’s response letter to TEM dated November 10, 2004 shall be of no further force and effect.

Mutual Release. Expressly conditioned upon timely completion (i) Effective as of the requirements set forth hereinTermination Date, in consideration of the Partiescovenants, agreements and undertakings of the Parties under this Termination Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, Affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, "Releasors") hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, Affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, "Releasees") of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, "Claims"), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the date hereofAgreement, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of this Termination Agreement (including any surviving indemnification obligations under the provisions of this Agreement).