Common use of Release and Settlement Clause in Contracts

Release and Settlement. a. Upon Final Approval, and payment in full of the Settlement Amount, International and its subsidiaries do hereby fully, finally and forever release Atki▇▇▇▇ ▇▇▇ any and all of his personal agents, spouses, heirs, survivors and executors (collectively with Atki▇▇▇▇, ▇▇e "Atki▇▇▇▇ ▇▇▇easees") from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the Report of Investigation by the Special Committee of the Board of Directors of Holl▇▇▇▇▇ ▇▇▇ernational Inc. dated August 30, 2004 (the "SC Report") against any of the Atki▇▇▇▇ ▇▇▇easees (the "Settled Claims"); and Atki▇▇▇▇ ▇▇▇ any and all of his personal agents, spouses, heirs, survivors and executors do hereby fully, finally and forever release International and any and all of its predecessors, successors, assigns, affiliates, subsidiaries, divisions, and its current and former officers, directors, shareholders, employees, attorneys, agents, advisors, and representatives (collectively with International, the "International Releasees") from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the SC Report against any of the International Releasees. b. The International Releasees do not include Holl▇▇▇▇▇ ▇▇▇., The Ravelston Corporation Limited, Ravelston Management Inc., Conr▇▇ ▇. ▇▇▇▇▇, ▇. Davi▇ ▇▇▇▇▇▇, ▇▇hn ▇. ▇▇▇▇▇▇▇▇, ▇▇ni▇▇ ▇. ▇▇▇▇▇▇, ▇▇rb▇▇▇ ▇▇▇▇▇ ▇▇▇ck, and Rich▇▇▇ ▇▇▇▇▇, ▇▇o are the defendants named in the Second Amended Complaint filed on October 29, 2004 in the Illinois Action (the "Illinois Action Defendants"). c. Notwithstanding any other section or sub-section in this Agreement, Mark ▇. ▇▇▇▇▇▇ ("▇ipn▇▇") ▇s included as a member of the International Releasees only under the condition that that Atki▇▇▇▇ ▇▇▇easees are not, and do not become, the subject of any claim of any nature asserted by Kipn▇▇ ▇▇▇/or his spouses, heirs, survivors, or executors, including but not limited to a cross-claim or counterclaim, relating to the subject matter of the Cardinal Action, the Illinois Action and the SC Report (a "Kipn▇▇ ▇▇▇im"). Should any of the Atki▇▇▇▇ ▇▇▇easees become the subject of any Kipn▇▇ ▇▇▇im, then the release being provided by the Atki▇▇▇▇ ▇▇▇easees hereunder is void solely to the extent of any counterclaims the Atki▇▇▇▇ ▇▇▇easees have against Kipn▇▇, ▇▇t only up to the amount of any recovery Kipn▇▇ ▇▇▇ains from the Atki▇▇▇▇ ▇▇▇easees (excluding any Atki▇▇▇▇ ▇▇▇eimbursed attorneys' fees). d. Notwithstanding any other section or sub-section in this Agreement, Todd ▇. ▇▇▇▇ ("▇ogt") ▇s included as a member of the International Releasees only under the condition that that Atki▇▇▇▇ ▇▇▇easees are not, and do not become, the subject of any claim of any nature asserted by Vogt ▇▇▇/or his spouses, heirs, survivors, or executors, including but not limited to a cross-claim or counterclaim, relating to the subject matter of the Cardinal Action, the Illinois Action and the SC Report (a "Vogt ▇▇▇im"). Should any of the Atki▇▇▇▇ ▇▇▇easees become the subject of any Vogt ▇▇▇im, then the release being provided by the Atki▇▇▇▇ ▇▇▇easees hereunder is void solely to the extent of any counterclaims the Atki▇▇▇▇ ▇▇▇easees have against Vogt, ▇▇t only up to the amount of any recovery Vogt ▇▇▇ains from the Atki▇▇▇▇ ▇▇▇easees (excluding any Atki▇▇▇▇ ▇▇▇eimbursed attorneys' fees). e. The releases provided under this Section 4 also do not relate to any pending or future securities class action suits and do not affect the rights of contribution and indemnification the parties to this Agreement may have against each other in any securities class action suits. The releases also do not release Atki▇▇▇▇ ▇▇ International from their respective obligations under this Agreement or the Consulting Agreement. f. In connection with any settlement between or among (i) International and/or its subsidiaries and (ii) any former or current directors or officers of International or any former or current directors or officers of International's subsidiaries in respect of any claims of any nature relating to the subject matter of the Cardinal Action, the Illinois Action, and/or the SC Report, International and/or its subsidiaries shall use commercially reasonable efforts, in good faith, to obtain a release of all claims of any nature that such settling officer or director has or may thereafter have against the Atki▇▇▇▇ ▇▇▇easees arising out of or relating to the subject matter of the Cardinal Action, the Illinois Action and/or the SC Report. g. For purposes of further clarification, the words "personal agents" in Section 4 and "agents" in Section 14 of the Agreement, as both of these sections are amended herein, refer and apply only to Atki▇▇▇▇'▇ ▇▇▇sonal agents, including but not limited to his attorneys or accountants who represent him in his personal capacity, and, notwithstanding the foregoing, do not release or apply to other former or current officers, agents, attorneys, accountants, directors, employees or affiliated companies of International, Holl▇▇▇▇▇ ▇▇▇., or The Ravelston Corporation Limited, including without limitation the Illinois Action Defendants. Similarly, the words "spouses," "heirs," "successors," "administrators" and "executors" in Sections 4 and 14 do not release or apply to other former or current officers, agents, attorneys, accountants, directors, employees or affiliated companies of International, Holl▇▇▇▇▇ ▇▇▇., or The Ravelston Corporation Limited, including without limitation the Illinois Action Defendants.

Release and Settlement. a. Upon Final Approval, and payment in full of the Settlement Amount, International and its subsidiaries agents, advisors, representatives, affiliates, subsidiaries, divisions, officers, current and former directors, shareholders, employees, attorneys, predecessors, successors and assigns do hereby fully, finally and forever release Atki▇▇▇▇ ▇▇▇ any and all of his personal respective agents, spousesheirs, heirssuccessors, assigns, survivors and executors (collectively with Atki▇▇▇▇, ▇▇e "Atki▇▇▇▇ ▇▇▇easees") from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to asserted from the subject matter beginning of time through the Cardinal Action, the Illinois Action and/or the Report of Investigation by the Special Committee of the Board of Directors of Holl▇▇▇▇▇ ▇▇▇ernational Inc. dated August 30, 2004 (the "SC Report") date hereof against any of the Atki▇▇▇▇ (▇▇▇easees (the e "Settled Claims"); ) and Atki▇▇▇▇ ▇▇▇ any and all of his personal respective agents, spousesheirs, heirssuccessors, assigns, survivors and executors do hereby fully, finally and forever release International and any and all of its predecessorsagents, successorsadvisors, assignsrepresentatives, affiliates, subsidiaries, divisions, and its officers, current and former officers, directors, shareholders, employees, attorneys, agentspredecessors, advisors, successors and representatives (collectively with International, the "International Releasees") assigns from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the SC Report against any of the International Releasees. b. The International Releasees do not include Holl▇▇▇▇▇ ▇▇▇., The Ravelston Corporation Limited, Ravelston Management Inc., Conr▇▇ ▇. ▇▇▇▇▇, ▇. Davi▇ ▇▇▇▇▇▇, ▇▇hn ▇. ▇▇▇▇▇▇▇▇, ▇▇ni▇▇ ▇. ▇▇▇▇▇▇, ▇▇rb▇▇▇ ▇▇▇▇▇ ▇▇▇ck, and Rich▇▇▇ ▇▇▇▇▇, ▇▇o are the defendants named in the Second Amended Complaint filed on October 29, 2004 in the Illinois Action (the "Illinois Action Defendants"). c. Notwithstanding any other section or sub-section in this Agreement, Mark ▇. ▇▇▇▇▇▇ ("▇ipn▇▇") ▇s included as a member of the International Releasees only under the condition that that Atki▇▇▇▇ ▇▇▇easees are not, and do not become, the subject of any claim of any nature asserted by Kipn▇▇ ▇▇▇/or his spouses, heirs, survivors, or executors, including but not limited to a cross-claim or counterclaim, relating to the subject matter of the Cardinal Action, the Illinois Action and the SC Report (a "Kipn▇▇ ▇▇▇im"). Should any of the Atki▇▇▇▇ ▇▇▇easees become the subject of any Kipn▇▇ ▇▇▇im, then the release being provided by the Atki▇▇▇▇ ▇▇▇easees hereunder is void solely to the extent of any counterclaims the Atki▇▇▇▇ ▇▇▇easees have against Kipn▇▇, ▇▇t only up to the amount of any recovery Kipn▇▇ ▇▇▇ains from the Atki▇▇▇▇ ▇▇▇easees (excluding any Atki▇▇▇▇ ▇▇▇eimbursed attorneys' fees). d. Notwithstanding any other section or sub-section in this Agreement, Todd ▇beginning of time through the date hereof against them. ▇▇▇▇ ("▇ogt") ▇s included as a member of the International Releasees only under the condition that that Atki▇▇▇▇ ▇▇▇easees are not, and do not become, the subject of any claim of any nature asserted by Vogt ▇▇▇/or his spouses, heirs, survivors, or executors, including but not limited to a cross-claim or counterclaim, relating to the subject matter of the Cardinal Action, the Illinois Action and the SC Report (a "Vogt ▇▇▇im"). Should any of the Atki▇▇▇▇ ▇▇▇easees become the subject of any Vogt ▇▇▇im, then the release being provided by the Atki▇▇▇▇ ▇▇▇easees hereunder is void solely to the extent of any counterclaims the Atki▇▇▇▇ ▇▇▇easees have against Vogt, ▇▇t only up to the amount of any recovery Vogt ▇▇▇ains from the Atki▇▇▇▇ ▇▇▇easees (excluding any Atki▇▇▇▇ ▇▇▇eimbursed attorneys' fees). e. The releases provided under this Section 4 also paragraph do not relate to any pending or future securities class action suits and do not affect the rights of contribution and indemnification the parties to this Agreement may have against each other in any securities class action suits. The releases also do not release Atki▇▇▇▇ ▇▇ International from their respective obligations under this Agreement or the Consulting Agreement. f. In connection with any settlement between or among (i) International and/or its subsidiaries and (ii) any former or current directors or officers of International or any former or current directors or officers of International's subsidiaries in respect of any claims of any nature relating to the subject matter of the Cardinal Action, the Illinois Action, and/or the SC Report, International and/or its subsidiaries shall use commercially reasonable efforts, in good faith, to obtain a release of all claims of any nature that such settling officer or director has or may thereafter have against the Atki▇▇▇▇ ▇▇▇easees arising out of or relating to the subject matter of the Cardinal Action, the Illinois Action and/or the SC Report. g. For purposes of further clarification, the words "personal agents" in Section 4 and "agents" in Section 14 of the Agreement, as both of these sections are amended herein, refer and apply only to Atki▇▇▇▇'▇ ▇▇▇sonal agents, including but not limited to his attorneys or accountants who represent him in his personal capacity, and, notwithstanding the foregoing, do not release or apply to other former or current officers, agents, attorneys, accountants, directors, employees or affiliated companies of International, Holl▇▇▇▇▇ ▇▇▇., or The Ravelston Corporation Limited, including without limitation the Illinois Action Defendants. Similarly, the words "spouses," "heirs," "successors," "administrators" and "executors" in Sections 4 and 14 do not release or apply to other former or current officers, agents, attorneys, accountants, directors, employees or affiliated companies of International, Holl▇▇▇▇▇ ▇▇▇., or The Ravelston Corporation Limited, including without limitation the Illinois Action Defendants.

Release and Settlement. a. Upon Final Approval, and payment in full of the Settlement Amount, International and its subsidiaries do hereby fully, finally and forever release Atki▇▇▇▇ ▇▇▇ Atkinson and any and all of his personal agents, spouses, heirs, survivors and executors (collectively with Atkisur▇▇▇▇, ▇▇e "Atki▇▇▇▇ ▇▇▇easeesnd executors (collectively with Atkinson, the "Atkinson Releasees") from any and all rights, interestsinteres▇▇, obligations▇▇▇▇gations, debts▇▇▇▇▇, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the Report of Investigation by the Special Committee of the Board of Directors of Holl▇▇▇▇▇ ▇▇▇ernational Hollinger International Inc. dated August 30, 2004 (the "SC Report") against any of the Atki▇▇▇▇▇▇▇ ▇▇▇easees any of the Atkinson Releasees (the "Settled Claims"); and Atki▇Atkinson and any and ▇▇▇ ▇▇ ▇▇ any and all of his is personal agents, spouses, heirs, survivors and sur▇▇▇▇▇▇ ▇nd executors do hereby fully, finally and forever release International and any and all of its predecessors, successors, assigns, affiliates, subsidiaries, divisions, and its current and former officers, directors, shareholders, employees, attorneys, agents, advisors, and representatives (collectively with International, the "International Releasees") from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the SC Report against any of the International Releasees. b. The International Releasees do not include HollHollinger Inc., The Ravelston Corporation Limited, Ravelston Managem▇▇▇ ▇▇▇., Conrad M. Black, F. David Radler, John A. Boultbee, Daniel W. Colson, ▇▇▇▇▇▇▇ ▇▇▇., The Ravelston Corporation Limited, Ravelston Management Inc., Conr▇▇ Blac▇. , ▇▇▇ ▇▇▇▇▇, ▇. Davi▇ ▇rd ▇▇▇▇▇, ▇▇hn ▇ ▇. ▇▇ th▇ ▇▇▇▇▇▇▇▇, ▇▇ni▇▇ ▇. ▇▇ed ▇▇ ▇▇▇ ▇▇▇▇▇▇, d Amended Co▇▇rb▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ck, and Rich▇▇▇ ▇▇▇▇▇, ▇▇o are the defendants named in the Second Amended Complaint filed on October 29, 2004 in the Illinois Action (the "Illinois Action Defendants"). c. Notwithstanding any other section or sub-section in this Agreement, Mark S. Kipnis ("Kipnis") is included as a member of the Internation▇. ▇ ▇▇▇▇▇▇▇▇▇ ("▇ipnnly ▇▇") ▇s included as a member of the International Releasees only under ▇▇ the condition that that Atki▇▇▇▇ ▇▇▇easees Atkinson Releasees are not, and do not become, the subject of any claim of any cl▇▇▇ ▇▇ ▇ny nature asserted by Kipn▇▇ ▇▇▇/or Kipnis and/or his spouses, heirs, survivors, or executors, including but not ▇▇▇ ▇ot limited to a cross-claim or counterclaim, relating to the subject matter of the Cardinal Action, the Illinois Action and the SC Report (a "Kipn▇▇ ▇▇▇imKipnis Claim"). Should any of the AtkiAtkinson Releasees become the subj▇▇▇ ▇▇ any Kipnis Claim, then the ▇▇▇▇▇▇▇ being provided by the Atkinson Releas▇▇▇ ▇▇▇easees become the subject of any Kipn▇▇ ▇▇▇im, then the release being provided by the Atki▇▇▇▇ ▇▇▇easees hereunder reunder is void solely to the extent of any counterclaims cou▇▇▇▇▇▇▇▇ms the Atki▇Atkinson Releasees have against Kipnis, but only up to the amount of ▇▇▇ ▇▇▇easees have against Kipn▇▇, ▇▇t only up to the amount of any recovery Kipn▇overy Kipnis obtains fro▇ ▇▇▇ains from the Atki▇ Atkinson Releasees (excluding any Atkinson u▇▇▇▇ ▇▇▇easees (excluding any Atkiursed attorneys' f▇▇▇▇ ▇▇▇eimbursed attorneys' fees). d. Notwithstanding any other an▇ ▇▇▇▇▇ section or sub-section in this Agreement, Todd ▇. ▇▇▇▇ A. Vogt ("▇ogtVogt") ▇s is included as a member of the International Releasees only under the condition that that AtkiR▇▇▇▇▇▇▇▇ ▇▇▇easees y u▇▇▇▇ the condition that that Atkinson Releasees are not, and do not become, the subject of any claim of any cl▇▇▇ ▇▇ ▇ny nature asserted by Vogt ▇▇▇/or and/or his spouses, heirs, survivors, or executors, including but not b▇▇ ▇ot limited to a cross-claim or counterclaim, relating to the subject matter of the Cardinal Action, the Illinois Action and the SC Report (a "Vogt ▇▇▇imClaim"). Should any of the AtkiAtkinson Releasees become the subjec▇ ▇▇ any Vogt Claim, then the re▇▇▇▇▇ ▇▇▇easees become the subject of any Vogt ▇▇▇im, then the release being ing provided by the Atki▇▇▇Atkinson Releasee▇ ▇▇▇easees hereunder reunder is void solely to the extent of any counterclaims the AtkiAtkinson Releasees have against Vogt, but only up to the amount of a▇▇ ▇▇▇▇▇ery Vogt obtains from th▇ ▇▇kinson Releasees (excluding any Atkinson unr▇▇▇▇ursed attorneys' f▇▇▇). e. The releases provi▇▇▇ ▇▇▇easees have against Vogt, ▇▇t only up to the amount of any recovery Vogt ▇▇▇ains from the Atki▇▇▇▇ ▇▇▇easees (excluding any Atki▇▇▇▇ ▇▇▇eimbursed attorneys' fees). e. The releases provided under r this Section 4 also do not relate to any pending or future securities class action suits and do not affect the rights of contribution and indemnification the parties to this Agreement may have against each other in any securities class action suits. The releases also do not release Atki▇▇▇▇ ▇▇ Atkinson or International from their respective obligations under this Agreement th▇▇ ▇▇▇▇▇ment or the Consulting Agreement. f. In connection with any settlement between or among (i) International and/or its subsidiaries and (ii) any former or current directors or officers of International or any former or current directors or officers of International's subsidiaries in respect of any claims of any nature relating to the subject matter of the Cardinal Action, the Illinois Action, and/or the SC Report, International and/or its subsidiaries shall use commercially reasonable efforts, in good faith, to obtain a release of all claims of any nature that such settling officer or director has or may thereafter have against the Atki▇▇▇▇ ▇▇▇easees Atkinson Releasees arising out of or relating to the subject matter of the Cardinal ▇▇ ▇▇▇ ▇ardinal Action, the Illinois Action and/or the SC Report. g. For purposes of further clarification, the words "personal agents" in Section 4 and "agents" in Section 14 of the Agreement, as both of these sections are amended herein, refer and apply only to Atki▇▇▇▇'▇ ▇▇▇sonal Atkinson's personal agents, including but not limited to his attorneys or accountants attorne▇▇ ▇▇ ▇▇▇▇untants who represent him in his personal capacity, and, notwithstanding the foregoing, do not release or apply to other former or current officers, agents, attorneys, accountants, directors, employees or affiliated companies of International, Holl▇▇▇▇▇ ▇▇▇.Hollinger Inc., or The Ravelston Corporation Limited, including without limitation with▇▇▇ ▇▇▇▇▇ation the Illinois Action Defendants. Similarly, the words "spouses," "heirs," "successors," "administrators" and "executors" in Sections 4 and 14 do not release or apply to other former or current officers, agents, attorneys, accountants, directors, employees or affiliated companies of International, Holl▇▇▇▇▇ ▇▇▇.Hollinger Inc., or The Ravelston Corporation Limited, including without limitation with▇▇▇ ▇▇▇▇▇ation the Illinois Action Defendants.