HAD, OR MAY EVER HAVE AGAINST ANY OF THE BUYER RELEASED
PARTIES WITH RESPECT TO THE BUYER, SPECIFICALLY ARISING FROM OR SPECIFICALLY
RELATED TO THE PURCHASE BY THE BUYER OF THE SHARES FROM THE SELLER AS
CONTEMPLATED BY THE TERMS OF THIS AGREEMENT.
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(B)
THE BUYER, AND ANYONE CLAIMING THROUGH IT OR
ON ITS BEHALF, AS THE CASE MAY BE, AGREES TO IRREVOCABLY AND UNCONDITIONALLY
RELEASE, WAIVE AND FOREVER DISCHARGE THE SELLER AND ITS RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES AND PAST, PRESENT OR FUTURE
AFFILIATED PERSONS FROM, AND COVENANTS NOT TO SUE THE SELLER RELEASED PARTIES
(AS HEREINAFTER DEFINED) WITH RESPECT TO, ANY AND ALL ACTIONS, CAUSES OF ACTION,
CLAIMS, DEMANDS, RIGHTS, REMEDIES, EXPENSES AND LIABILITIES OF WHATEVER KIND OR
CHARACTER, AT LAW OR IN EQUITY, WHETHER NOW KNOWN OR UNKNOWN, THAT SUCH SELLER
NOW HAS, HAS EVER HAD, OR MAY EVER HAVE AGAINST ANY OF THE SELLER RELEASED
PARTIES WITH RESPECT TO THE SELLER, SPECIFICALLY ARISING FROM OR SPECIFICALLY
RELATED TO THE SALE BY THE SELLER OF THE SHARES TO THE BUYER AS CONTEMPLATED BY
THE TERMS OF THIS AGREEMENT.
4.4
DEFINITIONS.
AS USED IN THIS ARTICLE IV,
THE TERMS SET FORTH BELOW SHALL BE DEFINED AS FOLLOWS:
(A)
"AFFILIATED PERSONS" SHALL MEAN SUCH
ENTITY'S DIRECTORS, PARTNERS, MEMBERS, OFFICERS, MANAGERS, SHAREHOLDERS,
PRINCIPALS, ADMINISTRATORS, OTHER MANAGEMENT PERSONNEL, EMPLOYEES OR SIMILAR
PERSONS; PROVIDED, THAT "AFFILIATED PERSONS" SHALL ONLY INCLUDE INDIVIDUALS AND
NOT LEGAL ENTITIES.
(B)
"AFFILIATES" SHALL MEAN AN ENTITY OR OTHER
BUSINESS ORGANIZATION THAT DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED BY OR
IS UNDER COMMON CONTROL WITH BUYER, AS THE CASE MAY BE.
(C)
"BUYER RELEASED PARTIES" SHALL MEAN THE
BUYER AND ITS AFFILIATES AND AFFILIATED PERSONS.
(D)
"GOVERNMENTAL AUTHORITY" SHALL MEAN ANY
COURT, GOVERNMENT (FEDERAL, STATE, LOCAL OR FOREIGN), DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY, OFFICIAL OR OTHER REGULATORY, ADMINISTRATIVE OR
GOVERNMENTAL BODY.
(E)
"PERSON" SHALL MEAN ANY INDIVIDUAL,
CORPORATION, PARTNERSHIP, JOINT VENTURE, LIMITED LIABILITY COMPANY, ASSOCIATION,
JOINT-STOCK COMPANY, TRUST, UNINCORPORATED ORGANIZATION OR GOVERNMENTAL
AUTHORITY.
(F)
"SELLER RELEASED PARTIES" SHALL MEAN THE
SELLER AND ITS AFFILIATES AND AFFILIATED PERSONS.
ARTICLE V
MISCELLANEOUS
5.1
CONFIDENTIALITY.
THE SELLER AGREES THAT IT
WILL TREAT IN CONFIDENCE ALL DOCUMENTS, MATERIALS AND OTHER INFORMATION WHICH IT
SHALL HAVE OBTAINED IN REGARDS TO THIS AGREEMENT AND THE TRANSACTIONS BEING
EFFECTED HEREBY (WHETHER OBTAINED BEFORE OR AFTER THE DATE OF THIS AGREEMENT).
EXCEPT AS REQUIRED BY LAW (INCLUDING APPLICABLE FEDERAL SECURITIES LAWS), THE
SELLER AGREES THAT IT SHALL NOT DISCLOSE THE TERMS OR THE NATURE OF THIS
AGREEMENT OR THE TRANSACTIONS OR
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CONSENTS BEING EFFECTED HEREBY.
SELLER ACKNOWLEDGES THAT BUYER MAY DISCLOSE THE
TERMS OR NATURE OF THIS AGREEMENT OR THE TRANSACTION OR CONSENTS BEING EFFECTED
HEREBY.
5.2
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, THE PARTIES HERETO,
THEIR LEGAL REPRESENTATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS,
ASSIGNS AND TRANSFEREES.
5.3
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAW