(collectively, “Company Claims”), provided, however, that (i) this release does not extend to any Company Claim to enforce the terms of, or any breach of, this Amendment and (ii) this release shall not be construed to release, discharge, amend, delete or otherwise limit in any way: (a) SRS’s or any Company Party’s rights to indemnification pursuant to Section 10 of the Merger Agreement for any Company Claim unrelated to Section 1.7, or (b) any Company Claim related to any other provision of the Merger Agreement other than Section 1.7.
5.2 Parent hereby unconditionally, irrevocably and forever releases and discharges the Company Parties, of and from, and hereby unconditionally and irrevocably waives, any and all claims, damages, actions and causes of action, obligations and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, that the Parent ever had, now has or ever may have or claim to have against or with respect to the Company Parties with respect to the payment of Contingent Consideration pursuant to Section 1.7 of the Merger Agreement, in each case arising at any time at or prior to, the Amendment Effective Date (collectively, “Parent Claims”); provided, however, that, for the avoidance of doubt, (i) this Section 5.2 does not release or discharge any Parent Claim to enforce the terms of, or any breach of, this Amendment, and (ii) this release shall not be construed to release, discharge, amend, delete or otherwise limit in any way: (a) Parent’s rights to indemnification pursuant to Section 10 of the Merger Agreement or (b) any Parent Claim related to any other provision of the Merger Agreement other than Section 1.7.
5.3 Notwithstanding the provisions of Section 1542 of the California Civil Code or any similar law or common law principle in any applicable jurisdiction, and for the purpose of implementing a full and complete release and discharge of the Company Parties and the Parent, each of SRS, on behalf of the Company Parties and Parent, expressly acknowledges that the foregoing release is intended to include in its effect all claims which such releasing party does not know or suspect to exist in such party’s favor against any of the Parent and the Company Parties, respectively (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein).
5.4 Shareholder Representative Services LLC, in its capacity as Securityholders’ Agent, on behalf of each Company Party, covenants and agrees not to, and agrees to cause its respective Affiliates not to, whether in such Person’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Legal Proceeding of any kind whatsoever, in law or equity, in each case against the Parent Parties, or any of them, with respect to any Company Claims.
5.5 Parent covenants and agrees not to, and agrees to cause its Affiliates not to, whether in such Person’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Legal Proceeding of any kind whatsoever, in law or equity, in each case against the Company Parties, or any of them, with respect to any Parent Claims.
5.6 Each of the parties hereto, has had the opportunity to be advised by legal counsel with regard to this Section 5 and hereby irrevocably and expressly waives any benefits that may be applicable to the Effective Time Holders and/or other Company Stockholders under Section 1542 of the California Civil Code, which section provides substantially as follows:
