Common use of Mutual Release Indemnification Clause in Contracts

Mutual Release Indemnification. (a) For and in consideration of the agreements by the parties as contained herein, the sufficiency of which is hereby acknowledged, (i) the Company and the Bank do hereby and for their respective successors and assigns irrevocably and unconditionally release, acquit and forever discharge ▇▇▇▇▇▇▇▇▇, his heirs, executors, administrators and assigns (the "▇▇▇▇▇▇▇▇▇ Releasees") of and from any and all claims, actions, causes of action, demands, rights, damages, costs and all other expenses whatsoever (collectively "claims"), arising prior to or on the date hereof in any way out of the employment relationship between ▇▇▇▇▇▇▇▇▇ and the Company or the Bank which the Company or the Bank now has, owns, or holds, or claims to have, own, or hold, or which the Company or the Bank at any time heretofore had, owned, or held, or claimed to have, own, or hold, or which the Company or the Bank at any time hereafter (based on any occurrence, action, or omission, federal, state or common law, tort, contract or otherwise, and whether or not a "continuing violation", on or before the date of this Agreement) may have, own, or hold, or claim to have, own, or hold, against each or any of the ▇▇▇▇▇▇▇▇▇ Releasees, and (ii) ▇▇▇▇▇▇▇▇▇ does hereby and for his heirs, executors, administrators, and assigns KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE the Company, the Bank, each subsidiary and affiliate of the Company, their officers, agents, servants, and successors (“the Company and Bank Releasees”), of and from any and all claims, actions, causes of action, demands, rights, damages, costs and all other expenses whatsoever (collectively "claims"), arising prior to or on the date hereof in any way out of the employment relationship between ▇▇▇▇▇▇▇▇▇ and the Company or the Bank which ▇▇▇▇▇▇▇▇▇ now has, owns, or holds, or claims to have, own, or hold, or which ▇▇▇▇▇▇▇▇▇ at any time heretofore had, owned, or held, or claimed to have, own, or hold, or which ▇▇▇▇▇▇▇▇▇ at any time hereafter (based on any occurrence, action, or omission, federal, state, or common law, tort, contract or otherwise, and whether or not a "continuing violation", on or before the Effective Date of this Agreement) may have, own, or hold, or claim to have, own, or hold, against each or any of the Company and the Bank Releasees, whether arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991 and otherwise, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. § 1981 as amended by the Civil Rights Act of 1991; the Civil Rights Act of 1870, 42 U.S.C. § 1983; the Equal Pay Act, 29 U.S.C. § 206(d) et seq.; the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 as amended by the Civil Rights Act of 1991; the Employee Retirement Income Security Act; the False Claims Act; the Rehabilitation in Employment Act, 29 U.S.C. § 793 et seq.; Executive Order No. 11246 and/or 11375, other federal law, the Alabama Age Discrimination Law, the retaliatory discharge statute codified at Ala. Code section 25-5-11.1, every other state statutory or court-made or administrative laws, and/or any other basis whatsoever, whether or not characterized as violations continuing in nature. Such claims and rights hereby KNOWINGLY AND VOLUNTARILY RELEASED AND WAIVED include, but are not limited to, all claims arising under federal law including, but not limited to, the Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1964, as amended; the Rehabilitation Act of 1973, as amended; the Americans With Disabilities Act, as amended; and all other federal laws, regulations, and executive orders listed above or otherwise covered by this paragraph. (b) Neither the negotiation nor execution of this Agreement shall constitute nor be construed as constituting any admission of unlawful acts or omissions, nor of any wrongdoing of any kind on the part of the parties hereto, and none of the parties are aware of any such acts, omissions or wrongdoing. (c) The release included in this Section shall not include any claims for and rights to benefits to which ▇▇▇▇▇▇▇▇▇ may be entitled under any benefit plans and claims or rights arising after the date of the execution of this Agreement. (d) ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that (i) he was supplied with a complete copy of this Agreement, and was thereby advised by the Company and the Bank to consult with an attorney before executing this Agreement and has done so; (ii) he has been given at least 21 days within which to consider this Agreement, (iii) if he executes this Agreement before 21 days after receiving it, he has done so knowingly and voluntarily with the express intent of waiving any remaining portion of the 21-day period and, (iv) in exchange for consideration, ▇▇▇▇▇▇▇▇▇ waives all rights and claims in addition to anything of value to which ▇▇▇▇▇▇▇▇▇ is already entitled under the statutes, regulations and orders listed in Section 5(a)(ii). (e) It is understood and agreed that for a period of seven (7) days following the execution of this Agreement, ▇▇▇▇▇▇▇▇▇ may revoke the same by written notice either by U.S. Mail, postage prepaid, or by hand delivery, in either event delivered and received within seven (7) days of execution to: The Peoples BancTrust Company, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chairman of the Board of Directors ▇▇▇▇▇▇▇▇▇ further understands and agrees that during said seven (7) day revocation period this Agreement shall not become effective or enforceable. ▇▇▇▇▇▇▇▇▇ further understands and agrees that in the event this Agreement is revoked by ▇▇▇▇▇▇▇▇▇, or someone acting on his behalf, within the seven (7) day revocation period discussed above, then the Company and the Bank shall be relieved of all obligations to pay ▇▇▇▇▇▇▇▇▇ the consideration stated above. If ▇▇▇▇▇▇▇▇▇ does not exercise his rights under this Section 5(e), the Company and the Bank are bound by all the terms of this Agreement from the date of execution.

Mutual Release Indemnification. (a) For and in consideration Effective as of the agreements Effective Termination Time, but subject to the following provisos of this Section 1.3(a), each Party hereto, for and on behalf of itself and, to the fullest extent permitted by the parties as contained hereinapplicable law, the sufficiency its Related Parties, does hereby unequivocally release and discharge each other Party and any of which is hereby acknowledged, (i) the Company and the Bank do hereby and for their respective successors Related Parties, from any and assigns irrevocably and unconditionally releaseall actions, acquit and forever discharge ▇▇▇▇causes of action, choses in action, cases, claims, suits, debts, dues, sums of money due, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, ▇▇▇▇▇, his heirsdamages, executorsjudgments, administrators remedies, extents, executions, demands, liens and liabilities of every kind and nature, in law, equity or otherwise, whether made directly or derivatively, and whether accrued, absolute, contingent or otherwise (collectively, “Actions”), that in any way arise from or out of, are based upon, or are in connection with or relate to the Service Agreements, including any breach, non-performance, action or failure to act under the Service Agreements or in connection therewith and the events leading up to the termination or expiration of the Service Agreements, in each case, which have been asserted against a Party or any of its Related Parties or which, whether currently known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, such Party or its Related Parties, or any successors or assigns thereof, ever could have asserted or ever could assert, in any capacity, against the other Parties or their respective Related Parties, in any capacity, relating to any Action from any time in connection with or relating to the Service Agreements (collectively, the "▇▇▇▇▇▇▇▇▇ Releasees"“Released General Claims”); provided, however, that (i) no Party shall be released from any breach of this Agreement, including any failure to pay any amount due to another Party in accordance with this Agreement or the Final Reconciliation Statement (once it is final and binding upon the Parties in accordance with the term of this Agreement with respect to the item or amount in question), (ii) Guarantor shall not be released from any breach of the New Guaranty, including any failure to pay any amount due to ABX in accordance therewith, (iii) no Party shall be released from any Actions asserted after the Effective Termination Time under the confidentiality, nondisclosure and indemnification provisions of the Service Agreements which arise from or out of, are based upon, or are in connection with or relate to events occurring prior to, on or after the Effective Termination Time, and (iv) any Actions which may arise in accordance with preceding clauses (i), (ii) and (iii) are explicitly excluded from the definition of Released General Claims. (b) Without limiting the generality of the foregoing, each of ATSG and ABX, for and on behalf of itself and, to the fullest extent permitted by applicable law, its Related Parties, does hereby unequivocally release and discharge DHL and any of its Related Parties, from any and all claims, actions, causes of action, demands, rights, damages, costs and all other expenses whatsoever (collectively "claims"), arising prior to or on the date hereof Actions that in any way arise from or out of the employment relationship between ▇▇▇▇▇▇▇▇▇ and the Company or the Bank which the Company or the Bank now hasof, ownsare based upon, or holds, are in connection with or claims relate to have, own, or hold, or which the Company or the Bank at any time heretofore had, owned, or held, or claimed to have, own, or hold, or which the Company or the Bank at any time hereafter “employee benefit plan” (based on any occurrence, action, or omission, federal, state or common law, tort, contract or otherwise, and whether or not a "continuing violation", on or before the date as defined in Section 3(3) of this Agreement) may have, own, or hold, or claim to have, own, or hold, against each or any of the ▇▇▇▇▇▇▇▇▇ Releasees, and (ii) ▇▇▇▇▇▇▇▇▇ does hereby and for his heirs, executors, administrators, and assigns KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE the Company, the Bank, each subsidiary and affiliate of the Company, their officers, agents, servants, and successors (“the Company and Bank Releasees”), of and from any and all claims, actions, causes of action, demands, rights, damages, costs and all other expenses whatsoever (collectively "claims"), arising prior to or on the date hereof in any way out of the employment relationship between ▇▇▇▇▇▇▇▇▇ and the Company or the Bank which ▇▇▇▇▇▇▇▇▇ now has, owns, or holds, or claims to have, own, or hold, or which ▇▇▇▇▇▇▇▇▇ at any time heretofore had, owned, or held, or claimed to have, own, or hold, or which ▇▇▇▇▇▇▇▇▇ at any time hereafter (based on any occurrence, action, or omission, federal, state, or common law, tort, contract or otherwise, and whether or not a "continuing violation", on or before the Effective Date of this Agreement) may have, own, or hold, or claim to have, own, or hold, against each or any of the Company and the Bank Releasees, whether arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991 and otherwise, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. § 1981 as amended by the Civil Rights Act of 1991; the Civil Rights Act of 1870, 42 U.S.C. § 1983; the Equal Pay Act, 29 U.S.C. § 206(d) et seq.; the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 as amended by the Civil Rights Act of 1991; the Employee Retirement Income Security Act; Act of 1974, as amended, and the False Claims Act; regulations thereunder) and any other statutory or non-statutory benefit or compensatory plan, program, policy, arrangement or agreement (including workers’ compensation arrangements, severance arrangements or qualified or non-qualified pension plans), in each case that have been maintained, or contributed to, by ATSG or ABX since August 15, 2003, and any and all other liabilities of ATSG or ABX that relate to any such plan, program, policy, arrangement or agreement, including Actions involving (i) the Rehabilitation funding or funded status (including any underfunding) of any such plan, document, benefit or arrangement or (ii) any breach, non-performance, action or failure to act under the Service Agreements or in Employment Actconnection therewith, 29 U.S.C. § 793 et seq.; Executive Order No. 11246 and/or 11375in each case, other federal lawwhich have been asserted against DHL or any of its Related Parties or which, whether currently known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, ever could have been asserted or ever could be asserted against DHL or any of its Related Parties, in any capacity, relating to any Action from or after August 15, 2003 in connection with the foregoing (collectively, the Alabama Age Discrimination Law“Released Benefit Claims” and, together with the Released General Claims, the retaliatory discharge statute codified at Ala. Code section 25-5-11.1“Released Claims”); provided, every other state statutory however, that (i) Network Operations shall not be released from any failure to pay any amount due to ATSG or court-made ABX in respect of pension liabilities in accordance with the Final Reconciliation Statement or administrative lawsfrom any Actions which may arise in connection therewith, and/or and (ii) neither DHL nor the Guarantor shall be released from any other basis whatsoeverfailure to pay any amount due to ABX in respect of workers’ compensation liabilities in accordance with Section 2.6 hereof or in accordance with the New Guaranty or from any Actions which may arise in connection therewith. The parties acknowledge and agree that the Service Agreements impose no obligation on Network Operations, DHL Express or any of their respective Related Parties with respect to any pension plan (whether or not characterized as violations continuing in nature. Such claims and rights hereby KNOWINGLY AND VOLUNTARILY RELEASED AND WAIVED includetax-qualified) or comparable document, but are not limited tobenefit or arrangement maintained by ATSG or ABX since August 15, all claims arising under federal law including2003, but not limited to, other than the Age Discrimination in Employment Act reimbursement of 1967, as amended; the Civil Rights Act of 1964, as amended; the Rehabilitation Act of 1973, as amended; the Americans With Disabilities Act, as amended; and all other federal laws, regulations, and executive orders listed above or otherwise covered by this paragraph. (b) Neither the negotiation nor execution of this Agreement shall constitute nor be construed as constituting any admission of unlawful acts or omissions, nor of any wrongdoing of any kind on the part a specified portion of the parties heretoannual accounting charge associated with ABX’s pension plans. From the Effective Termination Time, ATSG and none ABX shall jointly and severally indemnify and hold harmless DHL and each of its Related Parties (the parties are aware “DHL Indemnified Parties”) from and against all Actions (including reasonable fees, costs and expenses (including attorneys’ fees and disbursements) actually incurred and paid by the DHL Indemnified Parties) asserted against the DHL Indemnified Parties in connection with any Released Benefit Claims on or after the Effective Termination Time. ATSG and ABX shall have the right to control the defense of any such actsAction for which indemnification is sought by the DHL Indemnified Parties under this Section 1.3(b). In the event neither ATSG nor ABX assumes control of the defense of any such Action, omissions the DHL Indemnified Party against whom such Action is asserted will be entitled to advancement of reasonable expenses expected to be incurred in the defense of such Action from ATSG and ABX within 10 calendar days of receipt by ATSG and ABX from such DHL Indemnified Party of a written request therefor, which request shall specify in reasonable detail the projected allocation and uses of such advanced amounts. Any such advanced amounts, to the extent not actually incurred and paid by such DHL Indemnified Party in the defense of such Action, shall promptly be returned to ATSG or wrongdoingABX (as the case may be) upon the final disposition of such Action. If either ATSG or ABX, or any of their respective successors or assigns, shall (i) consolidate with or merge into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, such Party shall use its commercially reasonable efforts to ensure that proper provisions shall be made so that the successors and assigns of such Party shall expressly assume all of the obligations of such Party set forth in this Section 1.3(b). In addition, ATSG and ABX shall pay all reasonable expenses, including reasonable attorneys’ fees, which are actually incurred and paid by any DHL Indemnified Party in connection with its enforcement of the foregoing rights provided in this Section 1.3(b), but only if and to the extent such DHL Indemnified Party ultimately prevails in such enforcement. (c) The release included in this Section shall not include any claims for and rights to benefits to which ▇▇▇▇▇▇▇▇▇ may be entitled under any benefit plans and claims or rights arising after the date of the execution of this Agreement. (d) ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that (i) he was supplied with a complete copy of this Agreement, and was thereby advised by the Company and the Bank to consult with an attorney before executing this Agreement and has done so; (ii) he has been given at least 21 days within which to consider this Agreement, (iii) if he executes this Agreement before 21 days after receiving it, he has done so knowingly and voluntarily with the express intent of waiving any remaining portion of the 21-day period and, (iv) in exchange for consideration, ▇▇▇▇▇▇▇▇▇ waives all rights and claims in addition to anything of value to which ▇▇▇▇▇▇▇▇▇ is already entitled under the statutes, regulations and orders listed in Section 5(a)(ii). (e) It is understood and agreed that for a period of seven (7) days following that, except as otherwise expressly set forth in the execution preceding paragraphs of this AgreementSection 1.3, ▇▇▇▇▇▇▇▇▇ may revoke the same by written notice either by U.S. Mailpreceding paragraphs of this Section 1.3 are a full and final release covering all known as well as unknown or unanticipated debts, postage prepaid, claims or by hand deliverydamages of the Parties and their Related Parties relating to or arising out of the Service Agreements and, in either event delivered the case of ATSG and received within seven (7) days ABX, relating to or arising out of execution to: The Peoples BancTrust Companyany pension plan or comparable document, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇benefit or arrangement maintained by ATSG or ABX since August 15, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chairman 2003, and any and all other liabilities of ATSG or ABX that relate to any such pension plan or comparable document, benefit or arrangement. Therefore, each of the Board Parties expressly waives any rights it may have under statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of Directors ▇▇▇▇▇▇▇▇▇ executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims, as further understands and agrees that during said seven (7) day revocation period this Agreement shall not become effective or enforceable. ▇▇▇▇▇▇▇▇▇ further understands and agrees that set forth in the event this Agreement is revoked by ▇▇▇▇▇▇▇▇▇, or someone acting on his behalf, within the seven (7) day revocation period discussed above, then the Company and the Bank shall be relieved preceding paragraphs of all obligations to pay ▇▇▇▇▇▇▇▇▇ the consideration stated above. If ▇▇▇▇▇▇▇▇▇ does not exercise his rights under this Section 5(e), the Company and the Bank are bound by all the terms of this Agreement from the date of execution1.