Common use of Mutual Release Clause in Contracts

Mutual Release. Expressly conditioned upon timely completion of the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) The Company, on the one hand, and Third Point, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directorsowners, officers, shareholdersdirectors, assignspartners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, agentsshareholders, predecessorsadvisors, consultants, attorneys, heirs, executors, and administrators, successorssuccessors and assigns of any said person or entity, subsidiary entities, former entities, attorneyssecurity holders of any said person or entity, and any others other person claiming under (now or in the future) through themor on behalf of any of said persons or entities (collectively “Released Persons”), both past irrevocably and presentunconditionally release, do hereby release settle, acquit and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, other and all others acting by, through, under, or in concert with the other, and each of themtheir Released Persons, from any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suitsactions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liensdues, contracts sums of money, expenses, specialties and fees and costs (expresswhether direct, implied in factindirect or consequential, incidental or implied by law)otherwise including, agreementswithout limitation, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, attorney’s fees or court costs, or expenses, of whatever nature) incurred in connection therewith of any nature kind whatsoever, whether known or unknown, suspected or unsuspected, fixed in their own right, representatively, derivatively or contingentin any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which each now has have arisen, could have arisen, arise now, or hereafter may hereafter have by reason arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, causething, or thing whatsoever from the beginning of time to the date hereofcause whatsoever, includingor any series thereof, without limiting the generality of the foregoingembraced, any matters that involved, arising out of, set forth in or might have been otherwise related in any way raisedto the Delaware Litigation, by complaintthe Third Point Shareholder Nomination, cross-complaint or otherwise the Third Point proxy contest at the 2014 Annual Meeting and the Agreements shall be null and void and Company’s nomination of no effect. Notwithstanding directors for election at the above2014 Annual Meeting (collectively, or any other provisions of this instrumentthe “Released Claims”); provided, however, this Agreement release and waiver of Claims shall not affect, discharge, or release any claims, known or unknown, which arise from or relate include claims to enforce the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions terms of this Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Agreement, each for themselvesClean Line Party, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assignsmembers, employeessuccessors and assigns (collectively, “Clean Line Releasors”) hereby releases, waives and forever discharges DOE and its respective present and former agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “DOE Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Clean Line Claims”), which each any of such Clean Line Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such DOE Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the date hereofParticipation Agreement, except for any Clean Line Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement (including, without limiting limitation, the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this AgreementSurviving Provisions).

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Conversion Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Conversion Agreement arising out of or relating to the date hereofNote, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of the provisions of this Conversion Agreement.

Mutual Release. Expressly conditioned upon timely completion In consideration of the requirements set forth hereincovenants, agreements and undertakings of the PartiesParties under this Settlement Agreement, each for themselvesParty, their on behalf of itself and its respective Boards of Directorspresent and former parents, subsidiaries, affiliates, officers, directors, shareholders, assignsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, agentsofficers, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, officersdirectors, shareholders, assigns, employeesmembers, agents, predecessorsrepresentatives, successorspermitted successors and permitted assigns (collectively, heirs, executors, “Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, admiralty or contingentequity (collectively, “Claims”), which each any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Settlement Agreement arising out of or relating to the date hereofNon-Reliance, includingexcept for any Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of this Settlement Agreement (including any surviving indemnification obligations under the provisions Engagement Agreement) or Article IX (Indemnification) of this the Purchase Agreement.

Mutual Release. Expressly conditioned upon timely completion (a) In consideration of the requirements set forth hereincovenants, agreements and undertakings of the Parties under this Agreement, Exchange Health and the Company (the “EH Parties”), jointly and severally, each for themselveson behalf of itself and its respective present and former parents, their respective Boards of Directorssubsidiaries, affiliates, officers, directors, shareholders, assignsmembers, employeessuccessors and assigns (collectively, agents“EH Releasors”) hereby releases, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release waives and forever discharge each otherdischarges TH and its respective present and former parents, and each of the others' Boards of Directorssubsidiaries, affiliates, officers, directors, shareholders, assignsmembers, employeesmanagers, agentssuccessors and assigns (collectively, predecessors, successors, heirs, executors, “TH Releasees”) of and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, contracts (expressbonds, implied in factbills, or implied by law)specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, trespasses, damages, judgments, extents, executions, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixed in law, or contingentequity (collectively, “EH Claims”), which each any of such EH Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against any of such TH Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the date hereofLLC Agreement, includingexcept for any EH Claims relating to rights and obligations preserved by, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or otherwise arising out of the provisions of this Agreement, other than the Continuing Obligations.

Mutual Release. Expressly conditioned upon timely completion (a) The Company, on the one hand, and the Shareholder Group, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the requirements set forth herein, the Parties, each for themselves, their respective Boards of Directorsowners, officers, shareholdersdirectors, assignspartners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, agentsshareholders, predecessorsadvisors, consultants, attorneys, heirs, executors, and administrators, successorssuccessors and assigns of any such person or entity, subsidiary entities, former entities, attorneyssecurity holders of any such person or entity, and any others other person claiming under (now or in the future) through themor on behalf of any of such persons or entities (collectively “Released Persons”), both past irrevocably and presentunconditionally release, do hereby release settle, acquit and forever discharge each other, and each of the others' Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, other and all others acting by, through, under, or in concert with the other, and each of themtheir Released Persons, from any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suitsactions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liensdues, contracts sums of money, expenses, specialties and fees and costs (expresswhether direct, implied in factindirect or consequential, incidental or implied by law)otherwise including, agreementswithout limitation, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, attorney’s fees or court costs, or expenses, of whatever nature) incurred in connection therewith of any nature kind whatsoever, whether known or unknown, suspected or unsuspected, fixed in their own right, representatively, derivatively or contingentin any other capacity, which each now has in law or may hereafter have by reason in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), that have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, causething, or thing whatsoever from the beginning of time to the date hereofcause whatsoever, includingor any series thereof, without limiting the generality of the foregoingembraced, any matters that involved, arising out of, in connection with, set forth in or might have been related in any way raisedto the Shareholder Nomination, by complaint, cross-complaint or otherwise the Shareholder Group’s proxy contest at the 2014 Annual Meeting and the Agreements shall be null nomination of directors for election at the 2014 Annual Meeting (collectively, the “Released Claims”); provided that this release and void and waiver of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement Claims shall not affect, discharge, or release any claims, known or unknown, which arise from or relate include claims to enforce the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions terms of this Agreement; and provided further that if a Person (the “Asserting Person”) takes legal action against a Released Person (the “Defending Person”) relating to the Company, matters involving the Company, or the events leading up to the execution of this agreement, the Defending Person shall not be limited in asserting against that Asserting Person any Claims that for other purposes are Released Claims pursuant to this Section in responding to or defending itself in such action.

Mutual Release. Expressly conditioned upon timely completion Upon the Court’s approval of the requirements set forth hereinSettlement Agreement, the PartiesTHL and Polk, each for themselves, their respective Boards of Directorsdirectors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directorsother’s directors, officers, shareholders, assigns, employees, agents, predecessors, successors, heirs, executors, and administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raisedarising from or relating to the Debtors, by complainttheir debt obligations, cross-complaint or otherwise and the Agreements shall be null and void and of no effecttheir chapter 11 cases. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affectand shall not be construed to affect in any way (i) Polk’s right ability to prosecute its appeal of the Bankruptcy Court’s allocation decision, dischargecurrently pending in the United States District Court for the District of Xxxxxxxx [Xxxx Xx. 00-000 (XX)], or release any claims, known or unknown, which arise from or relate (ii) THL’s rights relating to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreementsuch appeal.

Mutual Release. Expressly conditioned upon timely completion of the requirements set forth herein, the Parties(a) Subject to Section 2.2, each of NewComm and the Other Stockholders, for themselvesitself and, their respective Boards to the extent it has the legal ability to do so, on behalf of Directorsits former, present and future officers, shareholdersdirectors, assignsagents, employees, agentsAffiliates, predecessorsassigns and predecessors and successors in interest do hereby and forever waive, heirsrelease and discharge TEM and its Affiliates (including, executorswithout limitation, TEM Puerto Rico), and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others' Boards of Directors, their respective officers, shareholdersdirectors, assignsagents, employees, agents, predecessors, successors, heirs, executors, assigns and administrators, subsidiary entities, former entities, attorneys, predecessors and all others acting by, through, under, or successors in concert with the other, and each of them, interest from any and all manner of action or losses, claims, liabilities, controversies, demands, actions, cause or causes of action, in law or in equitycomplaints, suits, debtscauses of action of any kind and nature whatsoever (including, lienswithout limitation, contracts (expressthose sounding in contract or tort, implied loss of profits, interference with business contracts, interference with contractual relations, damage to business reputation, increased cost of doing business, interference with expectancy of business advantage, in facteach case, current or implied by lawprospective), judgments, damages, executions, obligations, contracts, agreements, covenants, controversies, promises, liabilitiesaccounts, claimsbonds, set offsbills, rights and claims for indemnity and/or contributiondebts, refundsdues, overpaymentssums of money, demands, damages, losses, costs, or expenses, specialties, fees and costs of any kind and nature whatsoeverwhatsoever (whether direct, indirect, consequential, incidental or otherwise), known or unknown, suspected or unsuspected, fixed in their own right or contingentderivatively, in law or in equity, which each any of them ever had, now has has, or hereafter shall or may hereafter have by reason have, against any other of them, on account of, arising from, relating to, or in connection with the Contracts (including, without limitation, any matter, cause, act or omission or other matter or thing whatsoever from arising from, relating to, or in connection with the beginning of time to the date hereofnegotiation, including, without limiting the generality execution and performance of the foregoingContracts) and occurring prior to and including the Effective Date, any matters provided, however, that or might have been in any way raised, by complaint, cross-complaint or otherwise and the Agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement foregoing shall not affect, discharge, or release TEM from any claims, known or unknown, which arise from or relate to the rights or of its obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of under this Settlement Agreement.