to the right to receive any payment or other consideration for the Warrant (other than the Warrant Price), including, but not limited to, any payment or other consideration due to the consummation of any Potential Transaction (or any other event or increase in the value of the Company) that results in or implies a Fair Value of the Warrant (or, in turn, a value of the Class A Preferred Units for which the Warrant is exercisable) that exceeds the Warrant Price, or otherwise.
7.2 Release by the Company. For value received, effective as of the Closing, the Company, on behalf of itself and its successors, assigns, officers, directors, managers, shareholders, members, partners, employees, agents, representatives and affiliates, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge the Holder, its successors, assigns, officers, directors, managers, members, employees, agents, representatives, subsidiaries and affiliates, and their respective beneficiaries, heirs, and executors (collectively, the Holder Released Parties), from any and all claims, demands, damages, costs, compensation, expenses, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, actual or contingent, liquidated or unliquidated, suspected or claimed, arising from or relating to the Warrant, the Holders ownership of the Warrant or the Companys purchase of the Warrant under this Agreement.
7.3 No Claims Against any Released Party. The Holder irrevocably covenants that, from and after the Closing, it will not, directly or indirectly, sue, commence any proceeding against, or make any demand upon any Company Released Party in respect of any of the matters released and discharged pursuant to Sections 7.1, and the Company irrevocably covenants that, from and after the Closing, it will not, directly or indirectly, sue, commence any proceeding against, or make any demand upon any Holder Released Party in respect of any of the matters released and discharged pursuant to Sections 7.2.
7.4 Acknowledgment. The Holder and the Company each acknowledge that it has thoroughly read and reviewed the terms and provisions of this Section 7, is familiar with the terms hereof; that the terms and provisions contained herein are fully understood by it and have been fully and unconditionally agreed to by it in exchange for value received under this Agreement and as an integral part thereof and that it has had the full benefit of advice of counsel of its own selection relative hereto and has freely, knowingly and voluntarily executed this Agreement on the date hereof.
8. Termination of Warrant. At the Closing, the Warrant shall be immediately and automatically terminated and cancelled and shall be of no further force or effect. Execution of Additional Documents. From time to time, as and when requested by a party hereto, each party hereto shall execute and deliver, or cause to be executed and delivered, all such agreements, documents and instruments, and shall take, or cause to be taken, all such actions, as such other party may reasonably deem necessary to carry out the intent and purposes of this Agreement.
10. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the Holder and the Company may not assign its rights or obligations hereunder, other than to an affiliate, without the prior written consent of the non-assigning party.