Common use of Mutual Release Clause in Contracts

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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction AgreementsAgreements or the Transferred Affiliate Arrangements, each of ConexantVerizon, on behalf of itself and each of the Conexant Verizon Subsidiaries, on the one hand, and WashingtonSpinco, on behalf of itself and each of the Washington Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other party Party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, 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 debtsdebts (including intercompany cash balances and accounts and notes payable), demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party Party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party Party occurring or failing to occur or any conditions existing at or prior to the Time of Distribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the 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 this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements or any Contracts (as defined therein) contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of this Agreement or the other 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 Transferred Affiliate Arrangements or any Indemnitee)Contract contemplated thereby, and in each case subject to the foregoing release will not affect terms thereof, or any party's Person’s right to enforce this Agreement or the other Transaction Agreements Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby in accordance with their terms 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 (provided6.2. Each Party agrees, that the parties agree for itself and each member of its Group, not to bring suit make any claim or permit demand or commence any of their Subsidiaries to bring suit action or assert any claim against any member of the other Party’s Group with respect to any Liability the Liabilities released pursuant 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTOR6.2." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution Closing and except as otherwise specifically set forth in the Transaction Agreementsthis Agreement, each of ConexantSeller, on behalf of itself and each of the Conexant SubsidiariesSeller's Subsidiaries (other than Maquiladora), on the one hand, shall, and Washington, on behalf of itself and each of the Washington SubsidiariesSeller shall cause Maquiladora, on the other hand, hereby releases to, release and forever discharges discharge the other party 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 DistributionClosing; 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 this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any of the Transaction Agreements other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the parties Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any Transaction other document agreement or instrument entered into pursuant to this Agreement for claims brought against the parties Parties by third Persons or any IndemniteeIndemnified Party), and the foregoing release will not affect any partyParty's right to enforce the Transaction Agreements this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective 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 5.6 (provided, that the parties Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any member of the other Group Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such member of the other Group Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 4.01 5.6 but for this clause (ii)). Each of Conexant Seller and Washington Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of ConexantSeller, on behalf of itself and the Conexant Seller's Subsidiaries, and WashingtonPurchaser, on behalf of itself and the Washington SubsidiariesMaquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction AgreementsAgreements or on Schedule 5.2, each of ConexantVerizon, on behalf of itself and each of the Conexant Verizon Subsidiaries, on the one hand, and WashingtonSpinco, on behalf of itself and each of the Washington Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, 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 other 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 exist or 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 Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to (i) any obligations to pay for goods or services provided prior to the Distribution Date, (ii) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under the other Transaction Agreements or the Commercial Agreements or any contracts contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of the other Transaction Agreements or the Commercial Agreements or any contract contemplated thereby (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any of the other Transaction Agreement Agreements or the Commercial Agreements or any contract contemplated thereby for claims brought against the parties Parties by third Persons or any Indemnitee), and the foregoing release will not affect any party's Party’s right to enforce the other Transaction Agreements or the Commercial Agreements or the contracts contemplated thereby in accordance with their terms or (iiiii) 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 5.2 (provided, that the parties Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any member of the other Group such Person with respect to any Liability to the extent such member of the other Group Person would be released with respect to such Liability by this Section 4.01 5.2 but for this clause (ii)). Each of Conexant Spinco and Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542Verizon agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of for itself and each member of its Group, not to make any claim or demand or commence any action or assert any claim against any member of the Conexant Subsidiaries, and Washington, on behalf of itself and other Party’s Group with respect to the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect5.2.

Mutual Release. Effective as of the Time of Distribution Closing Time, and except as otherwise specifically set forth in the Transaction Agreementsthis Agreement or any Ancillary Agreement, each of ConexantACE, on behalf of itself and each the other members of the Conexant Subsidiaries, on the one handACE Group, and Washingtonthe Company, on behalf of itself and each the other members of the Washington Subsidiaries, on the other handCompany Group, hereby releases and forever discharges each Company Indemnified Party (in the other party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders case of the release by ACE) or ACE Indemnified Party (including trustees and beneficiaries in the case of trusts holding such securitiesthe release by the Company), advisors and Representatives (in each caseas the case may be, 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, suitsActions, accounts, covenants, contracts, agreements, damages, claims damages 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 on or prior to the Time of DistributionClosing Time; 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 this Agreement or any Ancillary Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any of the Transaction Agreements Ancillary Agreement (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any Transaction Ancillary Agreement for claims brought against the parties by third Persons or any Indemnitee), parties) and the foregoing release will not affect any party's ’s right to enforce the Transaction Agreements this Agreement or any Ancillary Agreement 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTORrespective terms." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantRockwell, on behalf of itself and each of the Conexant Rockwell Subsidiaries, on the one hand, and WashingtonRockwell Collins, on behalf of itself and each of the Washington Rockwell Collins Subsidiaries, and Rockwell Science Center, on behalf of itself and the other handRockwell Science Center Subsidiaries, hereby releases and forever discharges the each 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), Persons) and the foregoing release will not affect any party's right to enforce the Transaction Agreements in accordance with their terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.04(b)(ii) (including Ordinary Course Intercompany Arrangements), or (iiiii) 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 any 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 (iiiii)). Each of Conexant and Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of Except with respect to the Time of Distribution terms and except as otherwise specifically set forth conditions contained in this Settlement Agreement, the Transaction AgreementsUndersigned hereby releases, each of Conexantremises, on behalf of itself acquits and each of the Conexant Subsidiaries, on the one handforever discharges AVLP, and WashingtonAVLP hereby releases, on behalf of itself and each of the Washington Subsidiariesremises, on the other hand, hereby releases acquits and forever discharges the other party and its SubsidiariesUndersigned, and its their related or controlled entities, and all of their respective directors, officers, directorsmembers, agentsmanagers, record partners, employees, servants, attorneys, assigns, heirs, successors, agents and beneficial security holders (including trustees representatives, past and beneficiaries of trusts holding such securities)present, advisors and Representatives (in each case, in their the respective capacities as such) and their respective heirssuccessors, executors, administratorsadministrators and any legal and personal representatives of each of the foregoing, successors and assignseach of them, of from any and from all debtsclaims, demands, actions, causes of action, suitsdebts, accountsliabilities, covenantsrights, contracts, agreementsobligations, duties, damages, claims and Liabilities whatsoever costs, expenses or losses, of every name kind and naturenature whatsoever, both and by whomever asserted, whether at this time known or suspected, or unknown or unsuspected, anticipated or unanticipated, direct or indirect, fixed or contingent, or which may presently exist or which may hereafter arise or become known, in law and or in equity, which in the releasing party has nature of an administrative proceeding or ever had otherwise, for or ever will haveby reason of any event, which arise transaction, matter or cause whatsoever, with respect to, in connection with or arising out of claims related to the Employment or relate to eventsservices of the Undersigned, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior other disputes of any kind between the Parties pertaining in any way to the Time Employment or services, except for a claim that AVLP has failed to comply with the terms of Distribution; providedthis Agreement. However, howevernotwithstanding the foregoing to the contrary, expressly excluded from this release is any third party claim for which any Party would have a right of indemnity against any other Party under an agreement between the Parties. The Parties represent that they have no knowledge of any such claim. It is the intention of the Parties that the foregoing general release releases contained herein shall not apply to (i) affect any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under the Transaction Agreements or assumed, transferred, assigned, allocated rights conferred by or arising under this Settlement Agreement, but that said releases shall be effective as a bar to each and every claim, demand and cause of action herein above specified. The Parties, and each of them, hereby further acknowledge and agree that the nature, extent and results of any claims of either of the Transaction Agreements (including any Liability Parties against the other Party may not now be known, anticipated or fully appreciated, but that the parties may Parties have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any Transaction entered into this Settlement Agreement for claims brought against the parties by third Persons or any Indemnitee), in consideration of 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 reliance upon the release of provisions herein extending to claims which would result in are presently not known or suspected to exist at 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 time of the other Group with respect to any Liability to the extent such member execution 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTORSettlement Agreement." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as (a) In consideration of the Time of Distribution and except as otherwise specifically agreements set forth herein and subject to paragraph (b) below (including that the releases provided for in this Section 31 are effective only upon the Transaction Agreementsconsummation of the Exchange Offer and Consent Solicitation), each of Conexantthe signatories hereto hereby unconditionally releases, and forever discharges and acquits, BCI, its parent, subsidiaries and affiliates and their respective directors, officers, executives, employees, attorneys, advisors, representatives and shareholders (the “Released Persons”), from all, and all manner of, actions, suits, debts, claims, duties, payment and performance of all obligations, liabilities and indebtedness of every kind, direct or indirect, determined or undetermined, at law or in equity, whether or not asserted or raised and existing or alleged to exist or to have existed, at any time, which such signatory ever had or has or may have at this time against any Released Person, arising out of, relating to, or incurred in connection with, the Preferred Stock, the Certificate of Designation, this Agreement or the Exchange Offer and Consent Solicitation, or any transaction entered into hereunder or thereunder or any action taken or omitted to be taken by the Released Persons hereunder or thereunder (collectively, the “Released Claims”). (b) The releases provided for by paragraph (a) above shall be effective upon the consummation of the Exchange Offer and Consent Solicitation. The release by a signatory hereto will not apply if and to the extent that any payment or delivery, in whole or in part, by or on behalf of itself another signatory hereto under or in connection with this Agreement or the Exchange Offer and each of the Conexant SubsidiariesConsent Solicitation is rescinded or must be otherwise restored, 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 whether 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 a result in the release of any Person other than a Person released pursuant to this Section 4.01 (providedproceedings in bankruptcy, that the parties agree insolvency or reorganization or otherwise, all as though such payment or delivery had not been made. Each signatory hereto hereby covenants not to bring suit ▇▇▇ or permit pursue any of their Subsidiaries to bring suit legal or equitable action against any member of the other Group signatory hereto with respect to any Liability Released Claim, and if any such signatory shall breach such covenant, then (i) such non-breaching signatory shall be entitled to collect from such breaching signatory all reasonable out-of-pocket costs and expenses, including attorneys’ fees, losses, claims and damages, incurred by such non-breaching signatory that are directly related to the extent defense of such member of action and (ii) the other Group would be released with respect release granted to such Liability breaching signatory by this Section 4.01 but for this clause (ii)). Each of Conexant such non-breaching signatory shall be void ab initio and Washington acknowledges that it has shall be deemed never to have been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTORgiven." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of (a) From and after the Reorganization Time of Distribution and except as otherwise specifically set forth in this Agreement or the Transaction AgreementsArrangement Agreement, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesFSV Holdco, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesFirstService, on the other handhand (on its own behalf and on behalf of its respective Affiliates, hereby successors and permitted assigns), releases and forever discharges the other party 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 Affiliates and Representatives (in each casecollectively, in their respective capacities as suchthe "Released Parties") and their respective heirs, executors, administrators, successors and assigns, of and from all debtsLiabilities (including claims for indirect, demandsconsequential, actions, causes of action, suits, accounts, covenants, contracts, agreements, exemplary and punitive damages, claims and Liabilities whatsoever of every name and nature), both in law and in equity, which the releasing party Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, both: (i) the business, Assets, Liabilities and operations of the other Party and its Affiliates and Representatives; and (ii) events, circumstances or actions taken by such other party actions, whether known or unknown, occurring or failing to occur occur, or any conditions existing at existing, in each case, on or prior to the Time of Distribution; providedReorganization Time. (b) Notwithstanding subsection 7.2(a), however, that the foregoing general release contained in subsection 7.2(a) shall not apply to to: (i) any Liabilities Party's rights to enforce this Agreement or other obligations (including Liabilities with respect to payment, reimbursement, indemnification the Arrangement Agreement 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 instruments delivered pursuant to any Transaction this Agreement for claims brought against or 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 Arrangement Agreement; (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 Released Party (provided, provided that the parties Parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any member of the other Group Released Party with respect to any Liability to the extent such member of the other Group Released Party would be released with respect to such Liability by this Section 4.01 7.2 but for this clause paragraph 7.2(b)(ii); (ii)). Each of Conexant and Washington acknowledges iii) any Liability that it has been advised the Parties may have with respect to indemnification, contribution or reimbursement pursuant to this Agreement or the Arrangement Agreement; (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by its legal counsel and is familiar with third Persons, which Liability shall be governed by the provisions of California Civil Code Section 1542Article 9 and, if applicable, the appropriate provisions of the Arrangement Agreement; (v) the Executory Contracts; (vi) the FSV Holdco Note; or (vii) the New FSV Liabilities which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEFSV Holdco has agreed to assume pursuant to paragraph 2.3(b)(iii) or the Colliers Liabilities. (c) The Parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities assigned by the Parties to third parties prior to the Reorganization Time. Nothing in this Agreement shall impair any of the rights of any directors or officers of FirstService, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORColliers, New FSV or FSV Holdco, or any of their respective Affiliates, to seek indemnification under any certificate of incorporation or by-laws of FirstService or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Reorganization Time." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

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 SubsidiariesCrane, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesCompany, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, 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 that the releasing party has or ever had or ever will havehad, which that 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 including, without limitation, 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 including, without limitation, 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), Persons) and the foregoing release will not affect any party's right to enforce the Transaction Agreements in accordance with their terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.4(b)(ii) (including, without limitation, Ordinary Course Intercompany Arrangements) or (iiiii) 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 4.1 (provided, 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 Person with respect to any Liability to the extent such member of the other Group Person would be released with respect to such Liability Liabilities by this Section 4.01 4.1 but for this clause (iiiii)). Each of Conexant and Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction Separation Agreements and Financing Agreements, each of Conexant, on behalf of itself and each other member of the Conexant SubsidiariesGroup, on the one hand, and WashingtonMindspeed, on behalf of itself and each other member of the Washington SubsidiariesMindspeed Group, 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 Separation Agreements or Financing Agreements or assumed, transferred, assigned, allocated or arising under any of the Transaction Separation Agreements or Financing Agreements (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any Transaction Separation Agreement or Financing 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 Separation Agreements or Financing Agreements in accordance with their terms or (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 2.03(b)(ii), or (iii) 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 (iiiii)). Each of Conexant and Washington Mindspeed acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself and each of the Conexant Subsidiaries, and WashingtonMindspeed, on behalf of itself and each of the Washington Mindspeed Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Effective Time of Distribution and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantIP, on behalf of itself and each of the Conexant IP Subsidiaries, on the one hand, and WashingtonSpinco, on behalf of itself and each of the Washington Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other party Party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, 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 debtsdebts (including intercompany cash balances and accounts and notes payable), demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other 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 exist or 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 Effective Time of Distributionwhether or not known at the Effective Time; provided, however, provided that the foregoing general release shall not apply to (i) any Liabilities Liabilities, Losses or other obligations under this Agreement or the other Transaction Agreements or any Contracts contemplated hereby or thereby (including Liabilities with respect to paymentthe Liabilities, reimbursementLosses, indemnification or contribution) under the Transaction Agreements obligations and Contracts contemplated by Section 7.1), or assumed, transferred, assigned, allocated or arising under any of this Agreement or the other 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)Contract contemplated thereby, and in each case subject to the foregoing release will not affect terms thereof, or any party's Person’s right to enforce this Agreement or the other Transaction Agreements or the Contracts contemplated thereby in accordance with their terms or (ii) any Liability the release terms. Each Party agrees, for itself and each member of which would result in the release of any Person other than a Person released pursuant to this Section 4.01 (providedits Group, that the parties agree not to bring suit make any claim or permit demand or commence any Litigation Matter or assert any claim or demand, including any claim of their Subsidiaries to bring suit contribution or any indemnification, against any member of the other Party’s Group with respect to any Liability the Liabilities released pursuant 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTOR6.2." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of (a) From and after the Reorganization Time of Distribution and except as otherwise specifically set forth in this Agreement or the Transaction AgreementsArrangement Agreement, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesSubco, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesEnCana, on the other handhand (on its own behalf and on behalf of its respective Affiliates, hereby successors and permitted assigns), releases and forever discharges the other party 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 Affiliates and Representatives (in each casecollectively, in their respective capacities as suchthe “Released Parties”) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsLiabilities (including claims for indirect, demandsconsequential, actions, causes of action, suits, accounts, covenants, contracts, agreements, exemplary and punitive damages, claims and Liabilities whatsoever of every name and nature), both in law and in equity, which the releasing party Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, both: (i) the business, Assets, Liabilities and operations of the other Party and its Affiliates and Representatives; and (ii) events, circumstances or actions taken by such other party actions, whether known or unknown, occurring or failing to occur occur, or any conditions existing at existing, on or prior to the Time of Distribution; providedReorganization Time. (b) Notwithstanding Section 7.2(a), however, that the foregoing general release contained in Section 7.2(a) shall not apply to to: (i) any Liabilities Party’s rights to enforce this Agreement or other obligations (including Liabilities with respect to payment, reimbursement, indemnification the Arrangement Agreement 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 instruments delivered pursuant to any Transaction this Agreement for claims brought against or 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 Arrangement Agreement; (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 Released Party (provided, provided that the parties Parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any member of the other Group Released Party with respect to any Liability to the extent such member of the other Group Released Party would be released with respect to such Liability by this Section 4.01 7.2 but for this clause (ii)). Each of Conexant and Washington acknowledges ; (iii) any Liability that it has been advised the Parties may have with respect to indemnification, contribution or reimbursement pursuant to this Agreement or the Arrangement Agreement; (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by its legal counsel and is familiar with third Persons, which Liability shall be governed by the provisions of California Civil Code Article VIII and, if applicable, the appropriate provisions of the Arrangement Agreement; (v) the Executory Contracts; (vi) the Subco Note and Subco Note #2; or (vii) the Cenovus Liabilities which Subco has agreed to assume pursuant to Section 15422.3(b)(iii) or the EnCana Liabilities. (c) The Parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities assigned by the Parties to third parties prior to the Reorganization Time. Nothing in this Agreement shall impair any of the rights of any directors or officers of EnCana or Subco, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEor any of their respective Affiliates, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORto seek indemnification under any certificate of incorporation or by-laws of EnCana or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Reorganization Time." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective (a) Except as of the Time of Distribution and except as otherwise specifically expressly set forth in the Transaction Agreementslast sentence of this Section 3.02(a), effective as of the Closing, each of ConexantLazard and the JV Company hereby agrees to remise, on behalf release, acquit and discharge Intesa and its subsidiaries and affiliates, each of itself their respective principals, directors, officers, employees, agents, attorneys, each of the JV Company’s directors and auditors designated by Intesa, and each of their respective heirs, predecessors, successors and assigns, from any and all obligations, claims, charges, actions, causes of action, claims for relief, demands, rights, damages and costs, attorneys’ fees, compensatory or punitive or exemplary damages (“Claims”), of any nature whatsoever, known or unknown, suspected or unsuspected, which Lazard, the Conexant SubsidiariesJV Company, any of their respective subsidiaries or affiliates, or any of their respective successors or assigns, ever had, now have or hereafter claim to have, in law or in equity, by reason of any matter, cause or thing whatsoever to the extent arising out of, or related to, or otherwise in connection with the Transaction Agreement, any of the Ancillary Agreements (as defined in the Transaction Agreement) or any the transactions and relationships contemplated by the Transaction Agreement or any Ancillary Agreement (including the JV Relationship) (collectively, the “Released Matters”), and each of Lazard and the JV Company hereby acknowledges that the transactions set forth in Section 1.01 are in full satisfaction of any and all rights such party may have had with respect to such released Claims. Notwithstanding the foregoing, nothing contained in this Section 3.02(a) shall release any person from, or operate as a waiver in respect of any liabilities or obligations under or pursuant to this Agreement and to the Other Documents. (b) Except as expressly set forth in the last sentence of this Section 3.02(b), effective as of the Closing, Intesa hereby agrees to remise, release, acquit and discharge Lazard, the JV Company, each of their respective subsidiaries and affiliates, each of their respective principals, directors, officers, employees, agents and attorneys, each of the JV Company’s and its controlled affiliates’ directors and auditors designated by Lazard or its controlled affiliates, and each of their respective heirs, predecessors, successors and assigns from any and all Claims, of any nature whatsoever, known or unknown, suspected or unsuspected, which Intesa, any of its subsidiaries or affiliates or any of their respective successors or assigns, ever had, now have or hereafter claim to have, in law or in equity, by reason of any matter, cause or thing whatsoever to the extent arising out of, or related to, or otherwise in connection with the Released Matters, and Intesa hereby acknowledges that the transactions set forth in Section 1.01 are in full satisfaction of any and all rights such party may have had with respect to such released Claims. Notwithstanding the foregoing, nothing contained in this Section 3.02(b) shall release any person from, or operate as a waiver in respect of any liabilities or obligations under or pursuant to this Agreement and to the Other Documents. (c) Notwithstanding anything to the contrary provided in Section 3.02(b), Lazard and the JV Company hereby agree to indemnify and hold harmless each of the JV Company’s current and former directors and auditors designated by Intesa, including such person’s heirs and legal representatives, for any and all out-of-pocket costs and expenses (esborsi relativi a danni, costi e spese effettivamente sostenuti) incurred by such person, including reasonable legal expenses, to the extent resulting from any action bought by any third parties (including creditors and employees) against such person by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director of the JV Company to the fullest extent permitted by law. (d) Each of Intesa, on the one hand, and Washington, on behalf of itself Lazard and each of the Washington SubsidiariesJV Company, 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexantagree, on behalf of itself and its respective subsidiaries and affiliates, not to seek personal recovery in any legal proceedings on the Conexant Subsidiariesbasis of facts, events or circumstances underlying any Claims that are the subject of this mutual release and occurring prior to the Closing. (e) Intesa shall take all necessary steps to cause the withdrawal and dismissal with prejudice of any and all arbitral and judicial proceedings arising out of, relating to, or otherwise in connection with any of the Released Matters in each case effective immediately after the Closing, if any shall be pending or otherwise filed or commenced. (f) From the date hereof until the Closing, the parties hereto shall, and Washingtonshall cause their subsidiaries and controlled affiliates to, on behalf suspend any and all activities connected to arbitral or judicial proceedings, and not file or otherwise commence any such proceedings, in each case to the extent arising out of, relating to, or otherwise in connection with any of itself the Released Matters. Notwithstanding the foregoing, nothing contained in this Section 3.02(f) shall prevent any party hereto from seeking to enforce its rights or the obligations of the other parties in each case under or pursuant to this Agreement and to the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effectOther Documents in accordance herewith and therewith.

Mutual Release. Effective as of ‌ (a) From and after the Separation Time of Distribution and except as otherwise specifically set forth in this Agreement or the Transaction AgreementsArrangement Agreement, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesSubco, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesNuvo, on the other handhand (on its own behalf and on behalf of its respective Affiliates, hereby successors and permitted assigns), releases and forever discharges the other party 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 Affiliates and Representatives (in each casecollectively, in their respective capacities as suchthe “Released Parties”) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsLiabilities (including claims for indirect, demandsconsequential, actions, causes of action, suits, accounts, covenants, contracts, agreements, exemplary and punitive damages, claims and Liabilities whatsoever of every name and nature), both in law and in equity, which the releasing party Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, both:‌ (i) the business, Assets, Liabilities and operations of the other Party and its Affiliates and Representatives; and (ii) events, circumstances or actions taken by such other party actions, whether known or unknown, occurring or failing to occur occur, or any conditions existing existing, at or prior to the Time of Distribution; providedSeparation Time. (b) Notwithstanding Section 8.2(a), however, that the foregoing general release contained in Section 8.2(a) shall not apply to to: (i) any Liabilities Party’s rights to enforce this Agreement or other obligations (including Liabilities with respect to payment, reimbursement, indemnification the Arrangement Agreement 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 instruments delivered pursuant to any Transaction this Agreement for claims brought against or 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 Arrangement Agreement; (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 Released Party (provided, provided that the parties Parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any member of the other Group Released Party with respect to any Liability to the extent such member of the other Group would Released Party would‌ be released with respect to such Liability by this Section 4.01 8.2 but for this clause (ii)). Each of Conexant and Washington acknowledges ; (iii) any Liability that it has been advised the Parties may have with respect to indemnification, contribution or reimbursement pursuant to this Agreement or the Arrangement Agreement; (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by its legal counsel and is familiar with third Persons, which Liability shall be governed by the provisions of California Civil Code Article IX and, if applicable, the appropriate provisions of the Arrangement Agreement; or (v) the Crescita Liabilities which Subco has agreed to assume pursuant to Section 15422.3(b)(ii) or the Nuvo Liabilities. (c) The Parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities assigned by the Parties to third parties prior to the Separation Time. Nothing in this Agreement shall impair any of the rights of any directors or officers of Nuvo or Subco, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEor any of their respective Affiliates, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORto seek indemnification under any certificate of incorporation or by-laws of Nuvo or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Separation Time." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. (a) Effective as of the Time of Distribution Closing and except as otherwise specifically expressly set forth in this Agreement or in any of the Transaction Ancillary Agreements, each of ConexantBuyer, solely on behalf of itself the Purchased Companies and each of the Conexant Subsidiaries, on the one hand, their respective successors and Washington, on behalf of itself and each of the Washington Subsidiaries, on the other handassigns, hereby irrevocably, unconditionally and completely waives and releases and forever discharges the other party and its SubsidiariesSeller, and each of its and their respective officersAffiliates, 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, trusts, trustees, administrators, successors and assignsassigns (such released Persons, the “Seller Releasees”), of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other 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 arising out of or relate related to events, circumstances or actions taken any monetary amounts actually owed by such other party occurring or failing Seller Releasee to occur or any conditions existing the Purchased Companies at or prior to the Time Closing that is not expressly disclosed in the Schedules hereto or otherwise addressed in this Agreement (provided that, for the avoidance of Distribution; provideddoubt, however, that nothing set forth in the foregoing general release shall apply to any third-party claim or contingent liability). Buyer shall not apply make, and shall not permit any of its Affiliates (including the Purchased Companies) or their respective representatives to (i) make, any claim or demand, or commence any action or proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against a Seller Releasee with respect to 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 matters released pursuant to this Section 4.01 5.15(a). Notwithstanding the foregoing, this Section (provideda) is not (and shall not) constitute a release from, that waiver of, or otherwise apply to the parties agree not express terms of this Agreement or any Ancillary Agreement or any Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement to bring suit be in effect after the Closing, or permit any enforcement thereof. (b) Effective as of the Closing and except as otherwise expressly set forth in this Agreement or in any of their Subsidiaries to bring suit against any member of the other Group with respect to any Liability to Ancillary Agreements, 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of ConexantSeller, on behalf of itself and each of its respective successors and assigns, hereby irrevocably, unconditionally and completely waives and releases and forever discharges the Conexant SubsidiariesPurchased Companies, and Washingtoneach of their respective heirs, on behalf executors, trusts, trustees, administrators, successors and assigns (such released Persons, the “PC Releasees”), of itself and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, arising out of or related to any monetary amounts actually owed by such PC Releasee to the Washington SubsidiariesSeller or any of its Affiliates at or prior to the Closing that is not expressly disclosed in the Schedules hereto or otherwise addressed in this Agreement (provided that, hereby for the avoidance of doubt, nothing set forth in the foregoing shall apply to any third-party claim or contingent liability). The Seller shall not make, and shall not permit any of its Affiliates or their respective representatives to make, any claim or demand, or commence any action or proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against a PC Releasee with respect to any Liabilities or other matters released pursuant to this Section 5.15(b). Notwithstanding the foregoing, this Section 5.15(b) is not (and shall not) constitute a release from, waiver of, or otherwise apply to the express terms of this Agreement or any Ancillary Agreement or any Liability or Contract expressly waives contemplated by this Agreement or any rights it may have under California Civil Code Section 1542Ancillary Agreement to be in effect after the Closing, as well as or any other statutes or common law principles of similar effectenforcement thereof.

Mutual Release. (a) Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction AgreementsClosing, each of ConexantSeller does hereby, on behalf of for itself and each of its Affiliates (other than the Conexant SubsidiariesAcquired Companies) (each, on the one handa “Seller Releasing Party”), release and Washingtonabsolutely forever discharge each Acquired Company, on behalf of itself Buyer 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 officersAffiliates (each, directorsa “Seller Released Party”) from and against all Seller Released Matters. For purposes of this Agreement, agents, record “Seller Released Matters” means any 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 debtsclaims, demands, actions, causes of action, suits, accounts, covenants, contracts, agreementsproceedings, damages, claims debts, liabilities, obligations, costs, expenses (including attorneys’ and Liabilities whatsoever accountants’ fees and expenses), actions and causes of every name and natureaction of any nature whatsoever, both whether now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent (“Claims”), that any Seller Releasing Party now has, or at any time previously had, or shall or may have in law and in equitythe future, which as an owner of 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 Business or any conditions existing of the Acquired Companies, or as a counterparty to any Contract with any Acquired Company or otherwise, in each case arising with respect to any matter occurring at or prior to the Time of DistributionClosing; provided, howeverthat Seller Released Matters shall not include (x) any Claim arising out of or relating to this Agreement or any other Transaction Agreement or (y) any Claim unrelated to the Business and the Acquired Companies or the transaction contemplated by this Agreement or any other Transaction Agreement. It is the intention of Seller in providing this release to the Seller Released Parties, and in giving and receiving the consideration called for in this Agreement, that the foregoing this release shall be effective as a full and final accord and satisfaction and 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 from all Seller Released Matters and the foregoing release will not affect any party's right to enforce final resolution by 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself applicable Seller Releasing Party and the Conexant Subsidiaries, and Washington, on behalf Seller Released Parties of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effectall Seller Released Matters.

Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in this Agreement or the Transaction AgreementsDocuments, the Merger Agreement or the Indemnification Agreement, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesCompany, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesHoldings, on the other hand, hereby releases and forever discharges the other party and its Subsidiariesaffiliates, and its and their respective directors, officers, directors, agents, record employees 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, agents of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its assigns, which the releasing party has or ever had or ever will havehad, 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 paymentthis Agreement, reimbursement, indemnification or contribution) under the Transaction Agreements Documents, the Merger Agreement or assumed, transferred, assigned, allocated the Indemnification Agreement or arising under any of the Transaction Agreements (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification transactions contemplated hereby or contribution pursuant to any Transaction Agreement for claims brought against the parties by third Persons or any Indemnitee), thereby and the foregoing release will shall not affect any either party's right to enforce this Agreement or the Transaction Agreements Documents, the Merger Agreement, the Indemnification Agreement or any other agreement contemplated hereby or thereby in accordance with their terms its terms. Each party understands and agrees that, except as otherwise specifically provided herein or (ii) any Liability the release of which would result in the release of any Person Transaction Documents, the Merger Agreement or the Indemnification Agreement, neither the other than a Person released pursuant to this Section 4.01 (provided, that the parties agree not to bring suit or permit party nor any of their its Subsidiaries is, in this Agreement or any other agreement or document, representing or warranting to bring suit against such party in any member 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 other Group with respect to any Liability to the extent such member of the other Group would be released with respect to such Liability transactions contemplated 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 Agreement, the provisions of California Civil Code Section 1542Transaction Documents, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTORthe Merger Agreement or the Indemnification Agreement." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantAT Co., on behalf of itself and each of the Conexant AT Co. Subsidiaries, on the one hand, and WashingtonSpinco, on behalf of itself and each of the Washington Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, 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 other 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 exist or 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 Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the 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 Merger Agreement or the other Transaction Agreements or any Contracts (as defined therein) contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement or the other Transaction Agreements or any Contract contemplated thereby (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement or any other Transaction Agreement or any Contract contemplated thereby 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 Merger Agreement or the other Transaction Agreements or the Contracts contemplated thereby 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 7.2 (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 such Person with respect to any Liability to the extent such member of the other Group Person would be released with respect to such Liability by this Section 4.01 7.2 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 Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of for itself and each member of its Group, not to make any claim or demand or commence any action or assert any claim against any member of the Conexant Subsidiaries, and Washington, on behalf of itself and other Party's Group with respect to the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.

Mutual Release. Effective as Subject to the performance of the Time of Distribution referred to herein, the parties to this Agreement (the ?Parties?) hereby absolutely, fully and except as otherwise specifically set forth in the Transaction Agreementsforever release and discharge each other, each of Conexant, on behalf of itself and each of the Conexant Subsidiariestheir associates, on the one handowners, and Washingtonpredecessors, on behalf of itself and each of the Washington Subsidiariessuccessors, on the other handheirs, hereby releases and forever discharges the other party and its Subsidiariesspouses, and its and their respective officers, directorsassigns, agents, record officers, employees, representatives, lawyers and beneficial security holders (including trustees and beneficiaries of trusts holding such securities)all persons acting by, advisors and Representatives (through, under or in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assignsconcert with them, of and from any and all debts, demands, actionslawsuits, causes of action, suitsarbitrations, accountsrequest for proceedings, covenantsdebts, contractswarranties, agreementsexpressed or implied, damagesbalances, claims liabilities, demands, obligations, costs, expenses, damages and Liabilities whatsoever liens of every name and nature, both in law and in equity, kind whatsoever which the releasing party he now has or ever had may hereinafter have against the others, by reason of, arising out of, based upon or ever will have, which arise out of or relate pertaining 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 alleged liabilities of Distribution; provided, however, MBG USA and ADT. It is expressly understood and agreed that the foregoing general possibility that such undiscovered claims exist has been explicitly taken into account in determining the consideration due hereunder, having been bargained for in full knowledge of the possibility of such unknown claims, and given in exchange for the release shall not apply and discharge of the claims covered by this release. The Parties agree that if any of them hereafter commences, joins in or in any manner seeks relief through any suit arising out of, based upon or related 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 liabilities released hereunder, or in any Liability that manner asserts against the parties may have with respect other any of the liabilities released hereunder, either by themselves or through their agents or assign, then such party will pay to paymentthe other, performance, reimbursement, indemnification or contribution pursuant in addition to any Transaction Agreement for claims brought against other damages caused to the parties by third Persons other thereby, all costs and attorneys' fees incurred in defending or any Indemnitee), and the foregoing release will not affect any party's right otherwise responding 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 said suit or permit claim. The parties hereto expressly waive 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any all rights it may have under California Civil Code Section 1542, as well as or any other statutes federal, state, or local statutory rights or rules or principles of common law principles or equity similar to Section 1542 similar provision. Thus, no party may invoke the benefits of Section 1542 or any similar effectprovision in order to prosecute or assert in any manner any Claims released under this Agreement. Section 1542 provides as follows: "A general release does not extend 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."

Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantFortune, on behalf of itself and each of the Conexant Fortune Subsidiaries, on the one hand, and WashingtonACCO, on behalf of itself and each of the Washington its 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 Merger Agreement and the Transaction Agreements Agreements, any Contracts contemplated thereby or any Contracts set forth on Schedule 1.01(g) hereto, or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement and the Transaction Agreements Agreements, any Contract contemplated thereby or any Contract set forth on Schedule 1.01(g) hereto (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement or any Transaction Agreement Agreement, any Contract contemplated thereby or any Contract set forth on Schedule 1.01(g) hereto for claims brought against the parties by third Persons or any Indemnitee), and the foregoing release will not affect any party's ’s right to enforce the Merger Agreement and the Transaction Agreements Agreements, the Contracts contemplated thereby and the Contracts set forth on Schedule 1.01(g) hereto 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 Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantVerizon, on behalf of itself and each of the Conexant Verizon Subsidiaries, on the one hand, and WashingtonSpinco, on behalf of itself and each of the Washington Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, 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 other 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 exist or 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 Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the 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 Merger Agreement, this Agreement or the other Transaction Agreements or any Contracts (as defined therein) contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement, this Agreement or the other Transaction Agreements or any Contract contemplated thereby in each case subject to the terms thereof (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement, this Agreement or any other Transaction Agreement for claims brought against the parties by third Persons or any IndemniteeContract contemplated thereby), and the foregoing release will not affect any party's ’s right to enforce the Merger Agreement, this Agreement or the other Transaction Agreements or the Contracts contemplated thereby 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 7.2 (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 such Person with respect to any Liability to the extent such member of the other Group Person would be released with respect to such Liability by this Section 4.01 7.2 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 Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of for itself and each member of its Group, not to make any claim or demand or commence any action or assert any claim against any member of the Conexant Subsidiaries, and Washington, on behalf of itself and other Party’s Group with respect to the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.

Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantRockwell, on behalf of itself and each of the Conexant Rockwell Subsidiaries, on Rockwell Coll▇▇▇, ▇▇ behalf of itself and the one handRockwell Coll▇▇▇ ▇▇▇sidiaries, and WashingtonRockwell Science Center, on behalf of itself and each of the Washington Rockwell Science Center Subsidiaries, on the other hand, hereby releases and forever discharges the each 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), Persons) and the foregoing release will not affect any party's right to enforce the Transaction Agreements in accordance with their terms or terms, (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 arising from or permit any of their Subsidiaries to bring suit against any member of the other Group with respect relating 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 Code Section 1542agreement, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEarrangement, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes commitment or common law principles of similar effect.undertaking described in

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 SubsidiariesCompany, on the one hand, and WashingtonNew Gayl▇▇▇, on behalf of itself and each of the Washington Subsidiaries, on ▇▇ the other hand, hereby releases and forever discharges the other party and its Subsidiariesaffiliates, and its and their respective directors, officers, directors, agents, record employees 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, agents of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and any and all claims, demands and Liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its assigns, which the releasing party has or ever had or ever will havehad, 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 this Distribution Agreement, the Merger Agreement, the Post-Closing Covenants Agreement or other obligations (including Liabilities with respect to payment, reimbursement, indemnification the Tax Disaffiliation Agreement or contribution) under the Transaction Agreements transactions contemplated hereby 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), thereby and the foregoing release will shall not affect any either party's right to enforce the Transaction Agreements this Distribution Agreement or any other agreement contemplated hereby or thereby in accordance with their terms its terms. Each party understands and agrees that, except as otherwise specifically provided herein or (ii) any Liability the release of which would result in the release of any Person Merger Agreement, the Post- Closing Covenants Agreement or the Tax Disaffiliation Agreement, neither the other than a Person released pursuant to this Section 4.01 (provided, that the parties agree not to bring suit or permit party nor any of their its Subsidiaries is, in this Distribution Agreement or any other agreement or document, representing or warranting to bring suit against such party in any member 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 other Group with respect to any Liability to the extent such member of the other Group would be released with respect to such Liability transactions contemplated 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 Distribution Agreement, the provisions of California Civil Code Section 1542Merger Agreement, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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 DEBTORthe Post-Closing Covenants Agreement or the Tax Disaffiliation Agreement." Being aware of said Code section, each of Conexant, on behalf of itself and the Conexant Subsidiaries, and Washington, on behalf of itself and the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the Transaction Agreements, each of ConexantVerizon, on behalf of itself and each of the Conexant Verizon Subsidiaries, on the one hand, and WashingtonSpinco, on behalf of itself and each of the Washington Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, 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 other 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 exist or 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 Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the 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 Merger Agreement, this Agreement or the other Transaction Agreements or any Contracts (as defined therein) contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement, this Agreement or the other Transaction Agreements or any Contract contemplated thereby in each case subject to the terms thereof (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement, this Agreement or any other Transaction Agreement for claims brought against the parties by third Persons or any IndemniteeContract contemplated thereby), and the foregoing release will not affect any party's right to enforce the Merger Agreement, this Agreement or the other Transaction Agreements or the Contracts contemplated thereby 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 7.2 (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 such Person with respect to any Liability to the extent such member of the other Group Person would be released with respect to such Liability by this Section 4.01 7.2 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 Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND 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." Being aware of said Code section, each of Conexant, on behalf of for itself and each member of its Group, not to make any claim or demand or commence any action or assert any claim against any member of the Conexant Subsidiaries, and Washington, on behalf of itself and other Party's Group with respect to the Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.