Any shareholder who signs the Letter of Transmittal “irrevocably and unconditionally releases, absolves and forever releases” the Released from: “any and all losses, debts or claims, whether fixed or contingent, known or unknown, vested or unvested, arising out of, relating to or in any way connected with any facts, events or circumstances, or any action taken, during or prior to the consummation of the transactions contemplated by the Merger Agreement which any Transferor ever had or now has against the Releasees, including all right, title and interest in and to the Shares." The Indemnification Obligation, contained in the merger agreement, made the former shareholders liable to Optum, until pro rata amount of the merger consideration received, for breach of Audax's representations and warranties Most of the representations and warranties would expire 18 months after closing, but the key representations and the Indemnification Obligation survived indefinitely. Cigna refused to sign the letter of transmittal and sued the parties to the merger agreement.