definiens: means any and all claims, demands, Damages, debts, Liabilities, obligations, costs, expenses ( including attorneys ’ and accountants ’ fees and expenses ), Actions ( including other Liabilities ) andcauses of action of any nature whatsoever, at law or in equity, whether now known or unknown, suspected orunsuspected, that such Equityholder now has, or at any time previously had, or shall or may have in the future, whichrelate to or arise out of the Equityholder ’s relationship with any Company Party including as an equityholder, member, officer, director, contractor, consultant, creditor or employee ( each, a ) against any Section9.04 Released Party, in each case arising by virtue of or in any matter related to any actions or inactions with respectto the Company Parties or their respective affairs with respect to the Company Parties on or before the Closing, including, without limitation, any Section 9.04 Released Matters relating to or arising out of such Person ’s direct orindirect ownership of Transferred Securities ; provided that Section 9.04 Released Matters shall not include ( i ) anyrights pursuant to the transactions contemplated by this Agreement and the other Transaction Documents, ( ii ) anyrights under any directors and officers insurance of the Company Parties, ( iii ) any rights under Section 9.04 of thisAgreement and the Management Liability Insurance, ( iv ) rights for any entitlement to salary, bonuses and othercompensation or benefits ( including, for the avoidance of doubt, vacation and sick leave ) earned or accrued by or forthe benefit of such Equityholder in respect of employment services performed by him or her, but in each case only tothe extent included as a liability in the calculation of the Closing Working Capital or in the calculation of ClosingIndebtedness, and ( v ) rights for reimbursement of expenses incurred by such Equityholder relating to his or heremployment and/or directorship which are reimbursable under the Company Parties ’ expense reimbursement policiesor under any agreements the Equityholder currently has with a Company Party with respect to such reimbursements, but in each case only to the extent included as a liability in the calculation of the Closing Working Capital or in thecalculation of Closing Indebtedness . Without limiting the generality of the foregoing, the parties expressly release anyand all past, present and future claims in connection with said released matters, including with respect to suchclaims which said parties do not know of or suspect to exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which, if known, would materially affect their decision to enter into this Agreement