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all Claims, interests (including Interests), obligations, suits, judgments, damages, demands,
debts, rights, Causes of Action, Liens, losses, remedies, contributions, indemnities, costs, or
liabilities whatsoever, including any derivative Claims or Causes of Action, asserted or
assertable on behalf of the Debtors, the Reorganized Debtors, or the Debtors’ Estates,
whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or
unknown, foreseen or unforeseen, existing or arising, in law, equity, contract, tort, or
otherwise, by statute, violations of federal, state, provincial, foreign, or territorial securities
laws, or otherwise that the Debtors, the Reorganized Debtors, or the Debtors’ Estates would
have been legally entitled to assert in their own right (whether individually or collectively)
or on behalf of the holder of a Claim or Interest or other Person or Entity, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, their Chapter 11
Cases, the purchase, sale, issuance, cancellation or rescission of the purchase 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 the Debtors and any Released Party, the restructuring of
Claims and Interests before or during the Debtors’ Chapter 11 Cases, the Restructuring
Transactions, the DIP Orders, the Funding Commitment Backstop Agreement, the
Convertible Notes, the TRA Amendment, the negotiation, formulation, preparation or
consummation of the Plan (including the Plan Supplement), the Plan Documents, the
Restructuring Support Agreement, the TRA Amendment, and any exhibits or documents
relating thereto, or the Solicitation of votes with respect to the Plan, in all cases based upon
any act or omission, transaction, agreement, event, or other occurrence taking place on or
before the Effective Date; provided that Claims or Causes of Action arising out of or related
to any act or omission of a Released Party that constitutes actual fraud, gross negligence, or
willful misconduct as determined by a Final Order shall not be released; provided, further,
that the Consenting Creditor and the Plan Sponsor’s rights and defenses in respect or arising
out of the Restructuring Support Agreement, the DIP Orders, the Plan, the Plan Documents,
and the conditions precedent to the Effective Date shall be unaffected hereby.
(b) Releases by Releasing Parties.
As of the Effective Date and to the maximum extent permitted by law, for good
and valuable consideration, the adequacy of which is hereby confirmed, including the service
and contribution of the Released Parties to facilitate the reorganization of the Debtors and
the implementation of the Restructuring Transactions, on and after the Effective Date, the
Released Parties shall be conclusively, absolutely, unconditionally, irrevocably and forever
released and discharged by the Releasing Parties from any and all Claims, interests
(including Interests), obligations, suits, judgments, damages, demands, debts, rights, Causes
of Action, Liens, remedies, losses, contributions, indemnities, costs, and liabilities
whatsoever, including any derivative Claims, such as those asserted or assertable on behalf
of the Debtors, the Reorganized Debtors, or the Debtors’ Estates, whether known or
unknown, foreseen or unforeseen, liquidated or unliquidated, fixed or contingent, matured
or unmatured, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising,
whether in law, equity, contract, tort, or otherwise, by statute, violations of federal, state,
provincial, foreign, or territorial securities law, or otherwise that such Releasing Parties
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 Person or Entity,
Case 23-11794-MFW Doc 95 Filed 11/02/23 Page 8 of 11 |