Mutual Release. Expressly conditioned upon timely completion of the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreement.
Mutual Release. Each of the parties to this Agreement releases the other party from any and all claims, or causes of the other arising from any event or transaction occurring prior to the execution of this Agreement. This release is an independent covenant between the parties, and will survive any termination of this Agreement.
Mutual Release. (a) The Executive, on his own behalf and on behalf of his heirs, representatives and assigns, hereby waives, releases, and forever and irrevocably discharges the Corporation, and its agents, attorneys, officers, directors, employees, successors and assigns (collectively, the “Corporation Released Parties”) from any and all obligations, debts, demands, claims and liabilities of every kind and nature, either in law or in equity, that the Executive may now have, may in the future have or may ever have had, against the Corporation Released Parties arising in any manner from or in any manner related, directly or indirectly, to the Executive’s service or employment as a director, officer and/or an employee of the Corporation including, without limitation, the circumstances relating to the termination thereof, except for such obligations as shall specifically survive the termination of the Executive’s employment under the terms of the Employment Agreement.
Mutual Release. Termination Pay shall be conditioned upon the execution by the Executive within 60 (sixty) days after the Executive’s termination of employment of a valid release prepared by the Company pursuant to which the Executive shall release the Company, to the maximum extent permitted by law, from any and all claims the Executive may have against the Company that relate to or arise out of the employment or termination of employment of the Executive, except such claims arising under this Agreement, any employee benefit plan, or any other written plan or agreement (a “Release”). The full amount of Termination Pay shall be paid in a lump sum in cash to the Executive within ten (10) days following receipt by the Company of a properly executed Release (which, if revocable, has not been revoked) by the Executive. In addition, if the Executive shall timely deliver (and shall not have revoked) the Release, the Company shall simultaneously with the payment of Termination Pay execute a release of all claims it may have against the Executive arising out of the Executive’s employment, other than claims arising under this Agreement or otherwise relating to covenants and obligations of the Executive intended to continue following the Executive’s termination of employment.
Mutual Release. Effective as of the Distribution and except as otherwise specifically set forth in this Agreement, each of GAMCO on the one hand, and TETON, on the other hand, releases and forever discharges the other Party or Parties and their respective Affiliates, and its and their directors, officers, employees and agents of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against each such other Party or any of its assigns, which each releasing Party has or ever had, which arise out of or relate to events, circumstances or actions taken by each such other Party prior to the Distribution; provided, however, that the foregoing general release shall not apply to this Agreement, or the transactions contemplated hereby, and shall not affect each Party’s right to enforce this Agreement or any other agreement contemplated hereby in accordance with its terms. Each Party understands and agrees that, except as otherwise specifically provided herein, neither the other Party or Parties nor any of their Subsidiaries is, in this Agreement or any other agreement or document, representing or warranting to any Party in any way as to the assets, business or Liabilities transferred or assumed as contemplated hereby or thereby or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement.
Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction Agreements, each of Conexant, on behalf of itself and each of the Conexant Subsidiaries, on the one hand, and Washington, on behalf of itself and each of the Washington Subsidiaries, on the other hand, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Time of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under the Transaction Agreements or assumed, transferred, assigned, allocated or arising under any of the Transaction Agreements (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any Transaction Agreement for claims brought against the parties by third Persons or any Indemnitee), and the foregoing release will not affect any party's right to enforce the Transaction Agreements in accordance with their terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.01 (provided, that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any member of the other Group with respect to any Liability to the extent such member of the other Group would be released with respect to such Liability by this Section 4.01 but for this clause (ii)). Each of Conexant and Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Cod...
Mutual Release. In consideration of the benefits afforded by this Agreement, upon the consummation of the Class A Preferred Offering and the Class B Exchange Offer, the Company (and its parent and subsidiaries) and each Consenting Noteholder, forever and irrevocably release, discharge, and acquit one another (and each other Consenting Noteholder), and one another’s (and each Consenting Noteholder’s) respective past and present Affiliates, parents, subsidiaries, directors, syndics, officers, employees and agents, of and from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, reasonable attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened based on any legal or equitable theory of recovery, arising under common law or any statute or regulation of any jurisdiction or by contract, of every nature and description, arising out of, in connection with, or relating to the Company, based on, or in relation to, or arising from, or in connection with, actions taken or omissions that occurred (whether known or not as of the date hereof) prior to the date of consummation of the Class A Preferred Offering and the Class B Exchange Offer, including, without limitation, the transactions contemplated by this Agreement, the Recapitalization, the Indenture and, in each case, the documents related hereto and thereto (including any forbearance or waivers granted in connection therewith), including the exercise of remedies and acceleration of such debt and any and all so-called “lender liability” or similar claims or causes of action; provided, however, that the releases set forth in this Section 13 shall not apply to actions taken on or before the date of this Agreement by any former or current employee or officer of the Company or by any director of the Company that (x) is not a director of the Company as of the date hereof or (y) whose first appointment as director of the Company took place prior to April 24, 2015, other than those that qualified as an independent director under Argentine Capital Market Law (it being understood that any liability of such employee, officer or director of the Company cannot be extended or imputed to the Company for any reason or based on any legal...
Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, each Clean Line Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Clean Line Releasors”) hereby releases, waives and forever discharges DOE and its respective present and former agents, representatives, permitted successors and permitted assigns (collectively, “DOE Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Clean Line Claims”), which any of such Clean Line Releasors ever had, now have, or hereafter can, shall, or may have against any of such DOE Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the Participation Agreement, except for any Clean Line Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement (including, without limitation, the Surviving Provisions).
Mutual Release. Each of CMGI and Engage, on behalf of itself, and its respective agents, consultants, officers, directors, employees, investors, shareholders, attorneys, administrators and assigns, hereby fully and forever releases the other party and its respective agents, consultants, officers, directors, employees, shareholders, administrators, attorneys, predecessor and successor corporations and assigns, of and from any actions, debts, claims, counterclaims, demands, liabilities, damages, costs, expenses and causes of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the other party may possess arising from any instrument, agreement or understanding which is not part of the transactions contemplated hereby or by the Ancillary Agreements, or from any omissions, acts or facts that have occurred up until and including the date of this Agreement, except as to any claims under this Agreement or related to the transactions contemplated by this Agreement or the Ancillary Agreements.
Mutual Release. Each of Sykes, HPS, and the Company does hereby fully, irrevocably, and unconditionally release and forever discharge the other parties and its affiliates, and such other party's and its affiliates, successors, assigns, directors, officers, employees, and agents (collectively, the "Released Parties"), of and from any and all obligations, debts, causes of action, suits, controversies, damages, and any and all claims, demands, and liabilities whatsoever, both in law and at equity, known or unknown, that such party has as of the date hereof or will have as of the Closing Date or may ever have had as of or prior to the date hereof against the Released Parties arising out of the Shareholder Agreement, dated December 18, 1997, and the transactions contemplated thereby or related thereto, including any claims arising out of Sykes' and HPS's joint ownership of the Company. Notwithstanding the foregoing, this release (a) shall not be applicable if this Agreement is terminated pursuant to Section 8 and (b) shall not relieve Sykes or HPS from any of the covenants and obligations pursuant to the agreements set forth herein or the agreements between HPS and the Company set forth on Disclosure Schedule 4.5.