COVENANTS AND AGREEMENTS
7.1 Release. Effective upon the Closing, each Seller, on behalf of such Seller and such Sellers Affiliates, and each of their respective successors and assigns (each, a Releasing Party), hereby releases, acquits and forever discharges, to the fullest extent permitted by Applicable Law, the Company, Buyer and their respective Affiliates, employees, officers, managers, directors and equityholders (each, a Released Party) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which such Releasing Party ever had, now has or may have on or by reason of any matter, cause or thing whatsoever arising on or prior to the Closing and that relates to the Company or the Business. Each Releasing Party agrees not to, and agrees to cause, as applicable, his, her or its Affiliates and their respective managers, officers, directors, equityholders, partners, employees and Affiliates and each of their respective successors and assigns, not to, assert any such claims against the Released Parties.
(a) Covenant Not To Sue. The Releasing Parties shall not, and no one on their behalf shall, assert or file any claim, complaint, charge, suit or action against any Released Party arising out of any matter released pursuant to this Section 7.1. In the event that any claim, complaint, charge, suit or action is asserted or filed against a Released Party in breach hereof, such Released Party shall be entitled to recover its costs, fees or expenses, including reasonable attorney fees and costs at trial and on appeal, incurred in defending against such action from the Releasing Party.
(b) Additional Facts; Investigation. The Releasing Parties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to any and all of the claims released in this Section 7.1 and no such additional fact shall affect the validity or enforceability of the releases contained in this Section 7.1. The Releasing Parties acknowledge that they are fully informed and aware of their rights to receive independent legal advice regarding the advisability of such releases and have received such independent legal advice as they deem necessary with regard to the advisability thereof. The Releasing Parties further acknowledge that they have made an investigation of the facts pertaining to such releases as they have deemed necessary, and, further, acknowledge that they have not relied upon any statement or representation of others.
7.2 Acknowledgments by the Sellers. Each Seller acknowledges and agrees that, as a result of such Sellers relationship with the Company, such Seller: (a) was afforded access to Confidential Information which could have an adverse effect on Buyer, the Company and their respective businesses if it is disclosed, and that, as a condition to the consummation of the Contemplated Transactions, it is reasonable and necessary for such Seller to promise and agree, subject to the terms and conditions herein, not to disclose such Confidential Information; and (b) has knowledge and expertise in the Business that is special and unique, and that, as a condition to Buyer consummation of the Contemplated Transactions, it is reasonable and necessary for such Seller to promise and agree, subject to the terms and conditions herein, not to compete or interfere with the conduct of the Business. Each Seller further acknowledges and agrees that the benefits provided to such Seller under this Agreement constitute good and sufficient consideration for the agreements and covenants in this Section 7.
7.3 Nondisclosure of Confidential Information. Each Seller covenants and agrees that, from and after the Closing Date, such Seller shall not disclose or use, directly or indirectly, any Confidential Information. Confidential Information means: (a) all information belonging to, used by, or which is in the possession of, the Company or such Seller relating to the Business, the Company or the Parent, specifically including information relating to the Companys or Parents products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, Service Provider compensation, computer software and hardware, inventions, developments, or trade secrets; (b) all information relating to the acquisition of the Company by Buyer hereunder and the transactions contemplated hereby, including all strategies, negotiations, discussions, terms, conditions and other