of any third party is required for the execution, delivery and performance of this Agreement by the Company.
Section 4.2. Representations and Warranties of Parent, Merger Sub and Purchaser. Each of Parent, Merger Sub and Purchaser hereby represents and warrants that: (a) it has all requisite power and authority to enter into this Agreement and to take the actions contemplated hereby, (b) this Agreement has been duly authorized, executed and delivered by Parent, Merger Sub and Purchaser (as applicable) and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement is the valid and binding obligation of Parent, Merger Sub and Purchaser (as applicable), enforceable against Parent, Merger Sub and Purchaser (as applicable) in accordance with its terms and (c) no consent of any third party is required for the execution, delivery and performance of this Agreement by Parent, Merger Sub and Purchaser (as applicable).
RELEASES AND COVENANT NOT TO SUE
Section 5.1. Purchaser Release. Effective upon the receipt by the Company of the full amount of the Settlement Payment, each of Parent and Merger Sub, for itself and, to the maximum extent permitted by law, on behalf of its former, current or future officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (Purchaser Releasing Parties), hereby unequivocally, fully and irrevocably releases and discharges the Company, the Company Related Parties and their respective former, current or future directors, officers, employees, members, managers, partners, shareholders, agents or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, Company Released Persons), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Merger Agreement (including, for the avoidance of doubt, the negotiation thereof and all due diligence activities and other actions or activities undertaken in connection therewith, collectively, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (the Purchaser Released Claims); provided, that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality Agreements.
Section 5.2. Company Release. Effective upon the receipt by the Company of the full amount of the Settlement Payment, the Company, for itself and, to the maximum extent