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| 45 operation thereof), the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the DIP Facility, the DIP Documents, the Exit Facility, the Exit Facility Documents, the SPA Settlement Term Sheet, or any Restructuring Transaction, contract, instrument, release, or other plan transaction document, agreement, or document created or entered into in connection with the Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of the DIP Facility, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of the New Common Equity and the equity interests in New Common Equity HoldCo pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date; provided that, the releases set forth above do not release any obligations of the Debtors, the Reorganized Debtors, VOOM, Nephron, any Holder of an SPA Rejection Unsecured Claim, or any successor-in-interest of any of the foregoing to perform under the License Agreement and the Supply Agreement (including the amendments, restatements, supplements or other modifications of such License Agreement and Supply Agreement). Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) claims related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct or gross negligence or (ii) 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. C. Releases by Holders of Claims and Interests Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date, for good and valuable consideration, each Releasing Party is deemed to have released each Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that such Entity, as permitted by applicable law, 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 (including management, ownership, or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the DIP Facility, the DIP Documents, the Disclosure Statement, the Plan, the Exit Facility, the Exit Facility Documents, the SPA Settlement Term Sheet, or any Restructuring Transaction, contract, instrument, release, or other plan transaction document, agreement, or document created or entered into in connection with the DIP Facility, the Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of the DIP Facility, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of the New Common Equity and the equity interests in New Common Equity HoldCo 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 Case 23-11704-BLS Doc 126-1 Filed 11/20/23 Page 51 of 64 |