6. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
8. ENTIRE AGREEMENT. The TRA, SAAR and this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
9. FURTHER ASSURANCES. If any Party reasonably determines or is reasonably advised that any further instruments, actions, or things are necessary or desirable to carry out the terms of this Agreement, each Party shall execute and deliver such instruments, perform all such actions and provide all such things reasonably necessary and proper to carry out the terms of this Agreement.
10. RELEASE, HOLD HARMLESS AND COVENANT NOT TO SUE. In connection with the execution of, and as a material inducement to the Companys execution and performance hereof, the Terminating TRA Holder, upon receipt of the Termination Payment, on behalf of itself, himself or herself, its, his or her heirs, successors, assigns and personal representatives, without the need for any further action, releases, acquits, forever discharges any and all claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys fees and costs incurred) of whatsoever kind or nature, whether at law or in equity, matured or unmatured, known or unknown, contingent or liquidated or otherwise (collectively, Released Claims), that it, he or she, has or may have against the Company, LLC, MNCC and all of their respective past and present parent and subsidiary companies and all of their respective past and present officers, directors, employees, equity holders, affiliates (including Callodine Group LLC and its affiliates), trustees, agents and assigns, arising from or relating in any way to the this Agreement, the TRA and the SAAR (the Released Parties) and holds the Released Parties harmless with respect to the Released Claims covenants not to sue with respect to such Released Claims. For the avoidance of doubt, the Released Claims include any claim, demand, cause of action or other attempt to challenge, unwind, avoid, terminate, block, or otherwise impair or prevent the transactions contemplated by this Agreement, or any claim or cause of action based on aiding and abetting or any similar liability. This release, indemnification, hold harmless and covenant not to sue is intended to be the broadest release, indemnification, hold harmless and covenant not to sue, permitted by law. The foregoing release does not however affect the Companys obligations to pay the Terminating TRA Holder his, her or its pro rata share of the 2018 Refund Amount promptly following the receipt by the Company of the 2018 Refund.