Common use of Releases by Holders of Claims and Interests Clause in Contracts

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each Releasing Party is deemed to have released and discharged each Debtor, Reorganized Debtor, Wind-Down Debtor, and Released Party from any and all Claims and Causes of Action, including Claims and Causes of Action identified, claimed, or released in the Disinterested Directors’ Settlement, as well as other Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, the Wind-Down Debtors, or their Estates (as applicable), that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors or the Wind-Down Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ or the Wind-Down Debtors’ restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim or Causes of Action related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, to the fullest extent permitted by law, each Releasing Party Holder of a Claim or Interest that votes to accept this Plan, or who, directly or indirectly, is entitled to receive a distribution under the Plan, including Persons entitled to receive a distribution via an attorney, agent, indenture trustee or securities intermediary, shall in consideration for the obligations of the Debtors and the Reorganized Debtors under this Plan and the Cash and the securities, contracts, instruments, releases and other agreements or documents to be delivered in connection with this Plan, be deemed to have released forever released, waived and discharged each Debtorall claims, Reorganized Debtordemands, Wind-Down Debtordebts, rights, causes of action or liabilities (other than (x) the right to enforce the obligations under, and Released Party from the contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under this Plan, and (y) any and all Claims and Causes claims or causes of Action, including Claims and Causes action arising out of Action identified, claimed, willful misconduct or released in the Disinterested Directors’ Settlement, gross negligence as well as other Claims and Causes of Actiondetermined by a Final Order), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, including any derivative claimsforeseen or unforeseen, asserted on behalf of then existing or thereafter arising, in law, equity or otherwise, relating to the Debtors, the Wind-Down Reorganized Debtors, or their Estates (as applicable), that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors or the Wind-Down Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ or the Wind-Down Debtors’ restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 Cases, the formulationCCAA Proceedings, preparation, dissemination, negotiation, this Plan or filing of the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, the Chapter 11 Cases, the filing existing as of the Chapter 11 CasesEffective Date or thereafter that are based in whole or part on any act, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, transaction event, or other occurrence taking place on or before prior to the Effective Date. Notwithstanding anything , against the Released Parties; provided, however, that nothing in this section shall be construed to release any party from willful misconduct or gross negligence as determined by a Final Order; and provided, further, however, that each Holder of a Claim or Interest that is entitled to vote on this Plan may elect by checking the contrary in appropriate box provided on the foregoing, Ballot not to grant the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim or Causes of Action related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Releasethis section 10.2(c).

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each Releasing Party except for the rights that remain in effect from and after the Effective Date to enforce the Plan and the Plan Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, and except as otherwise provided in the Plan or in the Confirmation Order, the Released Parties, are deemed to have forever released and discharged each Debtorby (i) subject to the penultimate sentence of this Section 10.9(b) of the Plan, Reorganized Debtorholders of all Claims who vote to either accept or reject the Plan but do not opt out of granting the releases set forth herein (a “Release Opt-Out”), Wind-Down Debtor(ii) the Revolving Credit Facility Agent, (iii) the Unsecured Notes Indenture Trustee, (iv) the DIP Facility Agent, and Released Party (v) the Statutory Committees from any and all Claims and claims, interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, including Claims Released and Causes of Action identifiedSettled Claims, claimedlosses, or released in the Disinterested Directors’ Settlementremedies, as well as other Claims and Causes of Action, whether known or unknownliabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, the Wind-Down Debtorsand any claims for breach of any fiduciary duty (or any similar duty), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or their Estates (as applicable)otherwise, that such Entity holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors or the Wind-Down Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ or the Wind-Down Debtors’ restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 Cases, the formulationpurchase, preparation, dissemination, negotiationsale, or filing rescission of the RSApurchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party (including, the Revolving Credit Documents and the Indentures), the DIP Facility, the Disclosure StatementRestructuring, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, restructuring of any Claim or any Restructuring Transaction, contract, instrument, release, Interest before or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, during the Chapter 11 Cases, the filing Restructuring Transactions, the Rights Offering, the Exchange Agreement, the LegacyCo Contribution Agreement, the Permian Contribution Agreement, the creation of New Permian Corp., LegacyCo, or the AUNC Trust, the negotiation, formulation, or preparation of the Chapter 11 CasesDisclosure Statement, the pursuit of ConfirmationPlan and related agreements, instruments, and other documents (including the Plan Documents, the pursuit of ConsummationRestructuring Support Agreement and the trust agreement creating the AUNC Trust), the administration and implementation solicitation of the Plan, including the issuance or distribution of securities pursuant votes with respect to the Plan, the Backstop Commitment Agreement, or the distribution Rights Offering, any membership in (including, but not limited to, on an ex officio basis), participation in, or involvement with the Creditors’ Committee, the structuring, negotiation, performance, or conducting of, participation in, or entry into, the Rights Offering and/or the Backstop Commitment Agreement (including, but not limited to, payment or receipt of property under the Plan Put Option Premium), including by any member of the Creditors’ Committee, or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim or Causes of Action except for Claims related to an any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. For the avoidance of doubt, notwithstanding the foregoing, a Release Opt-Out solely means that such holder (i) is electing to not release the Released Parties other than the Debtors, and (ii) shall not impair, limit or gross negligence. Entry effect in any way the exculpation of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation Exculpated Parties as set forth in Section 10.8 of the Plan; (c) given in exchange for . For the good and valuable consideration provided by avoidance of doubt, the Released Parties; (d) a good faith settlement and compromise foregoing releases shall not release the indemnification rights of the Claims released by (i) Secured Notes Indenture Trustee under the Third-Party Release; (e) in the best interests of the Debtors Secured Notes Indentures and their Estates; (f) fair, equitableany related documentation, and reasonable; (gii) given the Unsecured Notes Indenture Trustee under the Unsecured Notes Indentures and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Releaserelated documentation.

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the contraryfullest extent permissible under applicable law, as of such law may be extended or interpreted subsequent to the Effective Date, each Releasing Party (regardless of whether such Releasing Party is a Released Party), in consideration for the obligations of the Debtors and the other Released Parties under the Plan, the Distributions provided for under the Plan, and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge (and each entity so released shall be deemed released and discharged each Debtorby the Releasing Parties) all claims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), Reorganized Debtorobligations, Wind-Down Debtordebts, and Released Party from any and all Claims and Causes suits, judgments, damages, demands, rights, causes of Actionaction, remedies or liabilities whatsoever, including Claims and Causes of Action identified, claimed, all derivative claims asserted or released in the Disinterested Directors’ Settlement, as well as other Claims and Causes of Action, whether known or unknown, including any derivative claims, which could be asserted on behalf of the Debtorsa Debtor (other than all rights, the Wind-Down Debtors, or their Estates (as applicable), that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in remedies and privileges of any manner arising from, in whole or in part, the Debtors or the Wind-Down Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ or the Wind-Down Debtors’ restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the DIP Facility, the Disclosure Statement, party under the Plan, and the Plan SupplementSupplement and the contracts, instruments, releases, agreements and documents (including, without limitation, the Disinterested Directors’ Settlement, Plan Documents) delivered under or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSAPlan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the DIP Facility, Debtors commencing the Disclosure Statement, the Plan, Reorganization Cases or as a result of the Plan Supplementbeing consummated, the Disinterested Directors’ Settlementwhether liquidated or unliquidated, the Chapter 11 Casesfixed or contingent, the filing of the Chapter 11 Casesmatured or unmatured, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim or Causes of Action related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Confirmation Order shall will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Third-Party Releasereleases in Sections 8.4(b) and (c), which includes by reference each of the related provisions and definitions contained herein, and, and further, shall will constitute the Bankruptcy Court’s finding that the Third-Party Release is: such releases are (ai) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties; (d) a , representing good faith settlement and compromise of the Claims claims released by the Third-Party Release; herein, (eii) in the best interests of the Debtors and their Estates; all holders of Claims and Interests, (fiii) fair, equitable, and reasonable; , (giv) given and made approved after due notice and opportunity for hearing; , and (hv) a bar to any of the Releasing Parties asserting any claim or Cause cause of Action action released pursuant by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the Thirdcontrary contained herein, with respect to a Released Party that is a non-Debtor, nothing in the Plan or the Confirmation Order shall effect a release of any claim by the United States government or any of its agencies whatsoever, including without limitation, any claim arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party, nor shall anything in the Confirmation Order or the Plan enjoin the United States from bringing any claim, suit, action or other proceeding against such Released Party Releasefor any liability whatever, including without limitation, any claim, suit or action arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States, nor shall anything in the Confirmation Order or the Plan exculpate any non-Debtor party from any liability to the United States Government or any of its agencies, including any liabilities arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party. Notwithstanding anything to the contrary contained herein, except to the extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, except with respect to a Released Party that is a Debtor, nothing in the Confirmation Order or the Plan shall effect a release of any claim by any state or local authority whatsoever, including without limitation, any claim arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor, nor shall anything in the Confirmation Order or the Plan enjoin any state or local authority from bringing any claim, suit, action or other proceeding against any Released Party that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the environmental laws or any criminal laws of any state or local authority, nor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, including any liabilities arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor. As to the United States, its agencies, departments or agents, nothing in the Plan or Confirmation Order shall discharge, release, or otherwise preclude: (i) any liability of the Debtors or Reorganized Debtors arising on or after the Effective Date; or (ii) any valid right of setoff or recoupment. Furthermore, nothing in the Plan or the Confirmation Order: (A) discharges, releases, or precludes any environmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or after the Effective Date; (B) releases the Debtors or the Reorganized Debtors from any non-dischargeable liability under environmental law as the owner or operator of property that such persons own or operate after the Effective Date; (C) releases or precludes any environmental liability to a governmental unit on the part of any Persons other than the Debtors and Reorganized Debtors; or (D) enjoins a governmental unit from asserting or enforcing outside this Court any liability described in this paragraph.

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date: (i) each of the Released Parties; (ii) each holder of a Claim or Interest entitled to vote on this Plan that did not “opt out” of the releases provided in Section 12.7 of the Plan in a timely submitted Ballot; and (iii) to the contraryfullest extent permissible under applicable law, as of such law may be extended or interpreted subsequent to the Effective Date, all holders of Claims and Interests, in consideration for the obligations of the Debtors and Reorganized Debtors under this Plan, the New Common Stock Securities, the New First Lien Term Loan, the Subscription Rights and other contracts, instruments, releases, agreements or documents executed and delivered in connection with this Plan, and each Releasing Party is entity (other than the Debtors) that has held, holds or may hold a Claim or Interest, as applicable, will be deemed to have released consented to this Plan for all purposes and discharged each Debtorthe restructuring embodied herein and deemed to forever release, Reorganized Debtorwaive and discharge all claims, Wind-Down Debtordemands, and Released Party from any and all Claims and Causes of Actiondebts, including Claims and rights, Causes of Action identifiedor liabilities (other than the right to enforce the obligations of any party under this Plan and the contracts, claimedinstruments, releases, agreements and documents delivered under or released in connection with this Plan) against the Disinterested Directors’ Settlement, as well as other Claims and Causes of ActionReleased Parties, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, including any derivative claimsforeseen or unforeseen, asserted on behalf of the Debtorsthen existing or thereafter arising, the Wind-Down Debtorsin law, equity or their Estates (as applicable), otherwise that such Entity would have been legally entitled to assert (whether individually or collectively), are based on or relating to, or in any manner arising from, in whole or in part, the Debtors or the Wind-Down Debtors (including the management, ownership or operation thereof), part on any securities issued by the Debtors and the ownership thereof, the Debtors’ or the Wind-Down Debtors’ restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the DIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before prior to the Effective Date. Notwithstanding anything Date in any way relating to the contrary in the foregoingDebtors, their affiliates and former affiliates, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under Reorganized Debtors, the Plan, any Restructuring TransactionReorganization Cases, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the this Plan or (b) any individual from any claim or Causes of Action related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party ReleaseDisclosure Statement.