Mutual Release Clause Samples

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Mutual Release. (a) Effective upon satisfaction of the Termination Conditions, Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and

Mutual Release. In consideration of the covenants, agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actions, causes of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. Th...

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 a. So long as the Company fully complies with the terms of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, lega...

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. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.

Mutual Release. Except for warranty and indemnity obligations of the parties (as set forth in Articles 4.4 and 7 of the Distributorship Agreement, respectively), GSI and USSC, on behalf of itself, each of its past and present affiliates, representatives, successors, assigns and transferees does hereby release, discharge and acquit forever such other party and such party's affiliates, successors, assigns and transferees from any and all demands, claims or other liabilities (or potential demands, claims or liabilities) of every kind and character whatsoever, arising in connection with any rights, obligations, duties or interests arising under the Distributorship Agreement occurring on or prior to the date of this Agreement, whether known or unknown, suspected or unsuspected and each expressly waives the benefits of Section 1542 of the California Civil Code which provides that: [***] CONFIDENTIAL TREATMENT REQUESTED "A GENERAL RELEASE DOES NOT EXTEND THE RELEASE TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of GSI and USSC understands and acknowledges the significance and consequences of such specific waiver of Section 1542, and hereby assumes full responsibilities for any injuries, damages or losses that each may incur as a result of such waiver.

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.