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 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 (a) To the Time of Distribution and except as otherwise specifically set forth in the Transaction Agreementsfullest extent permitted by applicable law, each of ConexantPRE, on behalf of itself itself, its subsidiaries and each of affiliates and their respective future, present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the Conexant Subsidiaries, on the one hand, and Washington, on behalf of itself and each of the Washington Subsidiaries, on the other hand“PRE Parties”), hereby releases unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges the other party Axis and its Subsidiaries, Axis’ subsidiaries and its affiliates and their respective future, present and former directors, officers, directorsshareholders, partners, members, employees, 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, administratorsattorneys, successors and assignsassigns (collectively, of the “Axis Parties”) from any and from all debts, demands, actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, agreementscontroversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, claims costs, expenses, compensation and Liabilities whatsoever liabilities of every name kind and natureany nature whatsoever, both in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at law and or in equity, which the releasing party has such PRE Party had, has, or ever had may have based upon, arising from, in connection with 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 relating to the Time of DistributionAmalgamation Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided, however, that the foregoing general release shall not apply to (i) no party shall be released from any Liabilities breach of this Agreement or other have its respective rights and obligations under this Agreement impaired, and (including Liabilities with respect to payment, reimbursement, indemnification or contributionii) under notwithstanding the Transaction Agreements or assumed, transferred, assigned, allocated or arising under any termination of the Transaction Agreements (including any Liability that Amalgamation Agreement, the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any Transaction Confidentiality Agreement for claims brought against the parties by third Persons or any Indemnitee), will continue in full force and the foregoing release will not affect any party's right to enforce the Transaction Agreements effect in accordance with their terms its terms, and no party to the Confidentiality Agreement shall be released from any actions or (ii) claims which may arise thereunder. Each PRE Party shall refrain from, directly or indirectly, asserting any Liability the release of which would result in the release claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any Person other than a Person kind against any Axis Party based upon any matter released pursuant to under 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 (ii3(a)). 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 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 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 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 Time of Distribution The Partnership, Elite and except as otherwise specifically set forth in the Transaction AgreementsClinicis, each of Conexant, on its own behalf and on behalf of itself its respective past, present and future affiliates, predecessors, successors and assigns, and any and all employees, agents, attorneys, officers, directors and holders of any class of security of any of the foregoing (each of the Conexant Subsidiariesforegoing, on the one handas applicable, a "Releasing Party") hereby knowingly, voluntarily, irrevocably and Washingtonafter being counseled by its legal representatives, on behalf of itself fully and each of the Washington Subsidiariescompletely releases, on the other hand, hereby releases waives and forever discharges the other party and its Subsidiaries, and its parties and their respective officerspast, directorspresent and future affiliates, 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, administratorspredecessors, successors and assigns, and any and all employees, agents, attorneys, officers, directors and holders of any class of security of any of the foregoing (each of the foregoing, as applicable, a "Released Party") from, any and from all direct or indirect, known or unknown and suspected or unsuspected debts, demands, actions, causes obligations or liabilities of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and any nature, both in whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted; claims; demands; actions; causes; contingencies; suits; damages; costs and expenses whatsoever, at law and or in equity, which in tort, contract or otherwise, including all court costs, litigation expenses and reasonable attorneys' fees (collectively, "Losses"), arising from, relating to or in connection with any 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 Prior Agreements that such other party occurring or failing to occur Releasing Party or any conditions existing at of its affiliates, predecessors, successors or prior to assigns ever had, now have or may have against any Released Party (collectively, the Time of Distribution"Released Claims"); 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)each such Releasing Party expressly reserves, and the foregoing release will does not affect release, 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 contractual rights it may have against a Released Party (a) under California Civil Code Section 1542this Termination Agreement; or (b) for fees and expenses earned or accrued under the Prior Agreements as of the Effective Date and listed on Exhibit A or Exhibit B attached hereto, as well as and the same shall not be included in the Released Claims. Each Releasing Party further covenants and agrees never to assert any other statutes Released Claim against any Released Party in any proceeding before any tribunal, public or common law principles private. Each Releasing Party represents that it (i) has agreed to this release knowingly and voluntarily and in the absence of similar effectany fraud, mistake, duress, coercion or undue influence; (ii) has been advised to obtain, and has had reasonable opportunity to obtain, counsel from its legal representatives prior to executing and delivering this release; and (iii) has not assigned any claims or rights in connection with the subject matter of this release.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in this Agreement or any of the Transaction Ancillary Agreements, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesUWS, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesNewco, on the other hand, hereby on its own behalf and on behalf of each of its respective Subsidiaries, 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 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 party, occurring or failing to occur occur, or any conditions existing at existing, on or prior to the Time of DistributionDistribution Date; 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 contributionindemnification) under the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any of the Transaction Ancillary 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 shall not affect any party's right to enforce the Transaction Agreements this Agreement or any Ancillary Agreement in accordance with their its 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 DEBTOR2.04." 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 upon the Time of Distribution and except as otherwise specifically set forth in the Transaction AgreementsClosing, each of ConexantParty, for and on behalf of itself and each of the Conexant Subsidiaries, on the one hand, and Washington, on behalf of itself its Affiliates and each of their respective Representatives, hereby fully, irrevocably and forever waives, releases and discharges each other Party its respective Affiliates and their respective Representatives from and against any and all claims, damages, penalties, fines, liabilities, deficiencies, losses, costs, interest, judgments, expenses and fees, including court costs and attorneys’ fees and expenses, in each case, actually incurred or paid, as applicable, that the Washington Party, its Affiliates and their respective Representatives now has, or at any time previously had, or shall or may have in the future, in each case relating to or arising from the conduct and affairs of the Company and the MUI Subsidiaries and their respective direct and indirect equityholders in connection therewith prior to the Closing (including in relation to the ownership of the Interests prior to the Closing), or as a current or former director, officer, manager, equity holder, employee or agent of the Company or any of the MUI Subsidiaries, whether arising from or in connection with the Transactions contemplated hereby or any agreement or understanding (in effect on or prior to the other handClosing), hereby releases at law or in equity, and forever discharges the other party Party shall not (and shall ensure that its Subsidiaries, Affiliates and its and their respective officersRepresentatives shall not) seek to recover any amounts in connection therewith or thereunder from the other Party, directors, agents, record and beneficial security holders (including trustees and beneficiaries its Affiliates or any 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 DistributionRepresentatives; provided, however, that the foregoing general release shall not apply to any applicable rights of any Party, its Affiliates and their respective Representatives arising (ia) any Liabilities or under this Agreement, (b) prior to the Closing for accrued salary, accrued benefits and other obligations compensation, (including Liabilities with respect to payment, reimbursement, indemnification or contributionc) under the Transaction Agreements organizational documents of the Company 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 MUI Subsidiaries to bring suit against any member of the other Group with respect to any Liability to the extent such member provided in Section 6.6 or (d) under any customary indemnification or similar agreement providing for the indemnification 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 DEBTORRepresentatives." 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 Agreementsimmediately, each of ConexantFPL Group, on the one hand, and Constellation, on the other hand, on behalf of itself and each of its respective predecessors, successors, subsidiaries and assigns (as well as all of the Conexant Subsidiariespresent and former officers, on the one handdirectors employees, agents and Washington, on behalf representatives of itself and each of the Washington Subsidiariesforegoing, on and the heirs of any of the foregoing who is a natural person) (each, a “Releasing Party”), hereby irrevocably, unconditionally and forever covenants not to xxx, releases and discharges (a) the other handsuch Party and (b) any and all of such other Party’s present and former directors, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective officers, directorsrepresentatives, advisors (including but not limited to financial advisors), attorneys, accountants, employees, agents, record parents, subsidiaries, shareholders, partners, members, affiliated persons and beneficial security holders (including trustees and beneficiaries of trusts holding such securities)entities, advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administratorspredecessors, successors and assignsassigns and heirs, executors and administrators and all persons acting in concert with any such party (each, a “Released Party”) from any and all manner of and from all debtsclaims, obligations, actions, demands, actionsjudgments, damages, rights, liabilities, causes of action, action or suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in at law and or in equity, known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, which the releasing party each now has or ever had hereafter can, shall or ever will havemay have by reason of any matter, which arise cause or thing whatsoever relating to or arising out of the Merger Agreement or relate to eventsthe agreements or instruments ancillary thereto or the transactions contemplated thereby, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at action or prior failure to act under the Merger Agreement or in connection therewith, or in connection with the events leading to the Time abandonment of Distribution; providedthe Merger and any other transactions contemplated by the Merger Agreement and the mutual termination of the Merger Agreement, howeverexcepting only any claim, that the foregoing general release shall not apply to action, cause of action or suit arising (i) any Liabilities out of an undertaking or other obligations (including Liabilities with respect to paymentpromise contained in this Agreement, 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 after the release date of which would result in this Agreement, by virtue of obligations under the release of any Person other than a Person released pursuant to this Section 4.01 Confidentiality Agreement, (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 iii) with respect to any Liability to statements made or actions taken after the extent such member date of this Agreement, or (iv) by virtue of transactions or dealings undertaken in the other Group would be released with respect to such Liability by this Section 4.01 but for this clause (ii)). Each ordinary course of Conexant business, including without limitation leases or outstanding energy trading and Washington acknowledges that it has been advised by its legal counsel transportation transactions, and is familiar with not arising out of, or in connection 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 Merger Agreement and the Conexant Subsidiaries, and Washington, on behalf of itself and transactions contemplated thereby. Nothing in this Agreement or the Washington Subsidiaries, hereby expressly waives Merger Agreement shall in any rights it may have under California Civil Code Section 1542, as well as way constitute an agreement by any Party hereto to indemnify any other statutes or common law principles of similar effectParty against any third-party claim.

Mutual Release. Effective as of the Time of Distribution and Closing Date, except as otherwise specifically for any rights or obligations expressly set forth in this Agreement or the Transaction Ancillary Agreements, each of ConexantSeller and Buyer, on behalf of itself and each of the Conexant Subsidiariesits Subsidiaries (individually, on the one handa “Releasor” and, and Washingtoncollectively, on behalf of itself and each of the Washington Subsidiaries, on the other hand“Releasors”), 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 the other party’s Affiliates and Representatives (individually, a “Releasee” and, collectively, “Releasees”), in each case, in their respective capacities capacity as such) , from and their respective heirs, executors, administrators, successors against any and assigns, of and from all debts, demandsLitigation, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, claims judgments, extents, executions, claims, liabilities and Liabilities whatsoever demands of every name and natureany kind whatsoever, whether known or unknown, suspected or unsuspected, both in at law and in equity, equity which the releasing party each Releasor or any of their respective successors and assigns now has or has 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 against any conditions existing at Releasee arising contemporaneously with or prior to the Time Closing Date or on account of Distributionor arising out of any matter, cause or event related to the Business or the Target Companies and occurring contemporaneously with or prior to the Closing Date (all of the foregoing collectively, the “Released Claims”); provided, however, that the foregoing general nothing contained herein shall release shall not apply to any obligations of either party or its Affiliates or Representatives under (i) any Liabilities this Agreement or other obligations the Ancillary Agreements (including Liabilities Seller’s obligations 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 Excluded Liabilities and Buyer’s obligations 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 Transferred Liabilities) or (ii) under 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 (providedprior, that existing or future commercial agreements or arrangements involving the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any member of (including 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)Commercial Agreements). Each Releasor hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or commencing, instituting, or causing to be commenced, any Litigation of Conexant and Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions any kind against any Releasee, based upon any matter released hereby. Releasees are intended to be third-party beneficiaries of California Civil Code this 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 DEBTOR9.12." 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 Closing, Parent, on behalf of Distribution itself and except as otherwise specifically set forth in the Transaction Agreementsits successors and assigns (each, a “Parent Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor Party and each of Conexantits Affiliates, and any past, present or future directors, managers, officers, employees, representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Parent Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Parent Releasing Party ever had, now has or ever may have or claim to have against any Parent Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.12(a) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Transaction Document to which any Parent Releasing Party is party or (iii) with respect to any Parent Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Parent, on behalf of itself and the other Parent Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Parent Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Parent, on behalf of itself and each other Parent Releasing Party, acknowledges that each Sponsor Party will be relying on the waiver and release provided in this Section 3.12(a) in connection with entering into this Agreement and that this Section 3.12(a) is intended for the benefit of the Conexant Subsidiaries, on the one hand, Parent Released Parties and Washington, on behalf of itself and to grant third party beneficiary rights to 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 Parent Released Party 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 (ii3.12(a)). 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 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. (a) Effective as of the Time Closing, Acquiror, on behalf of Distribution itself and except as otherwise specifically set forth in the Transaction Agreementsits Subsidiaries and its and their respective successors and assigns (each, an “Acquiror Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of Conexantits Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Acquiror Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Acquiror Releasing Party ever had, now has or ever may have or claim to have against any Acquiror Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 4.11(a) shall be construed as a waiver of any rights under (i) this Sponsor Agreement, (ii) any other Transaction Agreement to which any Acquiror Releasing Party is party or (iii) with respect to any Acquiror Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Acquiror, on behalf of itself and the other Acquiror Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Acquiror Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Sponsor Agreement. Acquiror, on behalf of itself and each other Acquiror Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 4.11(a) in connection with entering into this Sponsor Agreement and that this Section 4.11(a) is intended for the benefit of the Conexant Subsidiaries, on the one hand, Acquiror Released Parties and Washington, on behalf of itself and to grant third party beneficiary rights to 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 Acquiror Released Party 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 (ii4.11(a)). 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 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 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.

Mutual Release. Effective as of From and after the Time of Distribution Spin-Off Date and except as otherwise specifically set forth in the Transaction Agreements, each of Conexant, on behalf of itself and each this Agreement or any of the Conexant Subsidiariesother Separation Documents. Each of Cleartronic, on the one hand, and Washington, VoiceInterop (on its own behalf of itself and each of the Washington Subsidiariesits respective subsidiaries, on the other hand, successors and assigns) hereby releases and forever discharges the other party and its Subsidiaries, and its affiliates and their respective officers, directors, employees, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives representatives (in each casecollectively, in their respective capacities as suchthe “Released Parties’) of any and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes cause of actionactions, suits, accounts, covenants, contracts, agreements, damages, claims (including, without limitation, claims for direct, consequential, exemplary, treble and Liabilities punitive damages) and liabilities whatsoever of every ever name and nature, both in law and in equity, which the releasing party Release Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, (a) (A) the business, assets, liabilities and operations of the other party and its subsidiaries and (b) events, circumstances or actions actions, whether known or unknown, taken by such other party occurring or of failing to occur occur, or any conditions existing at on, or prior xxxx to the Time of DistributionDividend Date,; provided, however, that the foregoing general release shall not apply to (ia) any Liabilities party’s rights to enforce this Agreement or the other obligations (including Liabilities with respect to payment, reimbursement, indemnification Separation Documents 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 other Separation Documents; (iib) 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 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 10.1 but for this clause (iib)). Each ; (c) any Liability for the unpaid purchase price for the sale, lease, construction or receipt of Conexant and Washington acknowledges goods, property or services purchased, obtained or used in the ordinary course of business by one company from the other company prior to the Spin-Off Date; (d) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by one company at the request or on behalf of the other company or (e) any Liability that it has been advised 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 XI and, 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 RELEASEif applicable, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware the appropriate provisions of said Code sectionthe other Separation Documents. The parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities or obligations assigned by the parties to third parties prior to the Spin-Off Date. Nothing in this Agreement shall impair any of the rights of any directors, each officers or employees of ConexantCleartronic or VoiceInterop, on behalf or any of itself and the Conexant their respective Subsidiaries, and Washington, on behalf to seek indemnification under any certificate of itself and the Washington incorporation or bylaws of Cleartronic or any of its predecessors or Subsidiaries, hereby expressly waives or under any rights it may have under California Civil Code Section 1542indemnification agreements, as well as any other statutes arising out of or common law principles relating to actions or inactions of similar effectsuch directors, officers or employees prior to the Spin-Off Date.

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 51 56 specifically set forth in the Transaction Agreements, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesRockwell, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesAutomotive, 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 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 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 3.03(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 (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 but for the proviso to 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 a. The parties acknowledge and agree that as a material inducement to the Company to enter into this Agreement, effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction AgreementsEffective Date, each of Conexant, Deutsch (on behalf of itself himself and his successors and assigns) hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and immediately remised, released and discharged the Company, Xxxxxxxxx and the Investor 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 officersAffiliates, directorsmanagers, agentspredecessors, record assigns and beneficial security holders successors (including trustees collectively, the “Company Released Persons”) from and beneficiaries of trusts holding such securities)with respect to any and all claims, 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, agreementsjudgments, damages, claims liabilities, settlements, losses, costs and Liabilities whatsoever expenses, including attorneys’ fees and disbursements (a “Losses”) of every name and nature, both in law and in equity, which whatever kind or nature to 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 extent arising on or prior to the Time Effective Date, whether at law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, which Deutsch now has, or has ever had or may hereafter have against any of Distributionthe Company Released Person occurring at any time on or prior to the Effective Date in connection with (i) the acquisition, ownership, transfer, sale or disposition of the Shares, and (ii) Deutsch’s acts or omissions in his capacity as a Stockholder, Founder, director or employee of the Company or its Affiliates, including in connection with the termination of his service as a director and employee (the “Deutsch Released Claims”); provided, however, that the foregoing general release Deutsch Released Claims shall not apply to include (iA) any Liabilities or other obligations (including Liabilities with respect claims pursuant to paymentthis Agreement, reimbursement, indemnification or contribution) under the Transaction Agreements or assumedBonus Agreement, transferredthe Non-Disclosure Agreement, assigned, allocated or arising the Settlement Agreement (until such time as all obligations under any of the Transaction Agreements (including any Liability that the parties may this agreement 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 Indemniteebeen satisfied), and the foregoing release will not affect any party's F45 Agreement or the Group Training Purchase Agreement, including the right to enforce the Transaction Agreements such agreements in accordance with their terms or respective terms, (iiB) any Liability rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the Stockholders’ Agreement or bylaws, charter, certificate of incorporation, certificate of formation or any other organizational documents of the Company or any of its Affiliates, or any insurance policy of the Company or any of its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (C) any claims that may not be released as a matter of law. It is the intention of Deutsch that such release of which would result the Deutsch Released Claims shall be effective as a bar to each and every demand and proceeding hereinabove specified and in the release furtherance of any Person other than a Person released pursuant to this Section 4.01 (providedsuch intention, that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any member and Deutsch, herby expressly waives, effective as of the other Group with respect Effective Date, any and all rights and benefits conferred upon Deutsch under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any Liability other demands and proceedings hereinabove specified, but only to the extent such member of the other Group would be released with respect provision is applicable to releases such Liability by as 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 DEBTOR5a." 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 Closing, Acquiror, on behalf of Distribution itself and except as otherwise specifically set forth in the Transaction Agreementsits Subsidiaries and its and their respective successors and assigns (each, an “Acquiror Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of Conexantits Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Acquiror Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Acquiror Releasing Party ever had, now has or ever may have or claim to have against any Acquiror Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.11(a) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Transaction Agreement to which any Acquiror Releasing Party is party or (iii) with respect to any Acquiror Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Acquiror, on behalf of itself and the other Acquiror Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Acquiror Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Acquiror, on behalf of itself and each other Acquiror Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 3.11(a) in connection with entering into this Agreement and that this Section 3.11(a) is intended for the benefit of the Conexant Subsidiaries, on the one hand, Acquiror Released Parties and Washington, on behalf of itself and to grant third party beneficiary rights to 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 Acquiror Released Party 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 (ii3.11(a)). 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 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 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 Gaylxxx, on behalf of itself and each of the Washington Subsidiaries, on xx 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. (a) Effective as upon the Effective Time, except with respect to a claim pursuant to the Business Combination Agreement or any of the Time Ancillary Documents to which he, she or it is a party, in each case, on the terms and subject to the conditions therein (and, for the avoidance of Distribution and except as otherwise specifically set forth in doubt, to the Transaction Agreementsextent permitted pursuant to the express terms thereof), each of Conexantthe Stockholder, on behalf of himself, herself or itself and his, her or its past, present and future Representatives and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (each, a “Stockholder Releasor”), hereby unconditionally and irrevocably waives, releases and forever discharges Tailwind, Merger Sub, the Company, and the Company Stockholder Representative and each of their past, present and future directors, officers, employees, agents, predecessors, equityholders, partners, insurers and Affiliates and any other Representative of any of the Conexant Subsidiariesforegoing Persons and any successors, on heirs and assigns, including any receiver, any assignee for the one handbenefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (collectively, the “Releasees”) from any and all Liabilities and claims of any kind or nature whatsoever (collectively, “Claims”), in each case whether at law, in equity or otherwise, absolute or contingent, liquidated or unliquidated, known or unknown, arising from any matter, cause or event occurring prior to the Effective Time, that a Stockholder Releasor presently has, has ever had or may have, in each case, to the extent resulting from such Stockholder’s capacity as the direct or indirect holder of any Equity Securities in the Company prior to the Effective Time, and Washingtonsuch Stockholder shall not seek to recover any amounts in connection therewith or thereunder from any Releasee. The Stockholder, on behalf of himself, herself or itself and each the Stockholder Releasors, understands that, if the Effective Time occurs, the release 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 debtsclaims, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims action 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 extent covered by the release contemplated by this Section 10(a) is a full and final release of all such matters, whether or not known, suspected or claimed, through the Effective Time that could have been asserted in any legal or equitable proceeding against any of Distribution; providedthe Releasees, howeverexcept as expressly set forth in this Section 10. Notwithstanding anything else to the contrary contained in this Agreement, that the foregoing general this release shall not apply to not, if it becomes effective at the Effective Time, release (i) any Liabilities right, title and interest the Stockholder expressly has pursuant to the terms, and subject to the conditions, of this Agreement, the Business Combination Agreement or other obligations any Ancillary Document to which the Stockholder is a party (including Liabilities with respect it being understood and agreed that this clause (i) shall not be construed as providing for or otherwise allowing the Stockholder to paymentmake any claim hereunder, reimbursement, indemnification or contribution) under the Transaction Agreements Business Combination Agreement or assumed, transferred, assigned, allocated or arising under any of Ancillary Document to which the Transaction Agreements Stockholder is a party (including any Liability or otherwise related to the transactions contemplated hereby or thereby) that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution are not provided for pursuant to any Transaction Agreement for claims brought against the parties by third Persons express terms hereof or any Indemniteethereof), 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 rights to indemnification or expense advancement pursuant to any statute or governing document of any Person other than a Person released Group Company, if applicable, or any applicable insurance policy of any Group Company, or any indemnification agreement that is not terminated as of the Closing, (iii) any rights to receive compensation (including wages, salaries and bonuses) and benefits or reimbursement of expenses to which the Stockholder is entitled and that have accrued in respect of any employment with any Group Company or (iv) any rights as an employee, customer or licensor of any Group Company pursuant to this Section 4.01 any Contract with any Group Company (providedcollectively, 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“Stockholder Non-Released Matters”)). 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. (a) Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction AgreementsClosing, each of ConexantBuyer, on its own behalf and on behalf of itself its direct and each of indirect equity holders, Affiliates (including VEX following the Conexant Subsidiaries, on the one hand, Closing) 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 SubsidiariesRepresentatives, and its and their respective officersAffiliates and Representatives, directors, agents, record and beneficial security holders (including trustees and beneficiaries each of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their the respective heirs, executors, administrators, successors and assignspermitted assigns of each of the foregoing (each, a “Buyer Releasing Person”), hereby absolutely and unconditionally releases and forever discharges the Seller, its past, present and future direct and indirect equity holders, Affiliates and Representatives, and each of its Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Seller Released Person”) from, and agrees not to assert any cause of action or Claim with respect to, any losses or Liabilities whatsoever, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and any kind or nature, both in whether at law and or in equity, known or unknown, suspected or unsuspected, accrued or unaccrued (collectively, “Released Claims”), which the releasing party has have been or could have been asserted against any Seller Released Person, which any Buyer Releasing Person has, ever had or ever will have, which arise arises out of or relate in any way relates to events, circumstances or actions occurring, existing or taken by such other party occurring or failing to occur or any conditions existing at or prior to or as of the Effective Time in respect of Distribution; providedmatters relating to the Seller’s ownership of the Membership Interests or ownership or operation of the Subject Assets or the Business. Nothing contained in this Section 7.7(a) is intended to, howevernor does it, that the foregoing general release shall not apply to limit, impair or otherwise modify or affect (i) any Liabilities rights 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 Seller Released Persons expressly set forth in 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), and the foregoing release will not affect any party's right to enforce the Transaction Agreements in accordance with their terms Documents 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 (providedfacts, that the parties agree not to bring suit circumstances or permit any of their Subsidiaries to bring suit against any member of the other Group with respect to any Liability Claims to the extent such member of entitling a Buyer Releasing Person to any recovery under this Agreement or 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 DEBTORTransaction Documents." 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 (a) Each party to this Agreement (each, a “Releasing Party”), for itself and except as otherwise specifically set forth in the Transaction Agreements, each of Conexant, on behalf of itself each of its Affiliates and each of the Conexant Subsidiariesits (and its Affiliates’) directors, on the one handofficers, employees, successors, assigns, agents and Washingtonrepresentatives, on behalf of itself in each case solely in such director’s, officer’s, employee’s, successors’, assigns’, agent’s or representative’s capacity as such (collectively, such Releasing Party’s “Related Releasors”), hereby fully, irrevocably and unconditionally waives, releases and discharges each other party to this Agreement (each, a “Released Party”) and each Released Party’s Affiliates and each of the Washington Subsidiaries, on the other hand, hereby releases and forever discharges the other party its (and its SubsidiariesAffiliates’) directors, and its and their respective officers, directorsemployees, agentssuccessors, record assigns, agents and beneficial security holders representatives, in each case solely in such director’s, officer’s, employee’s, successors’, assigns’, agent’s or representative’s capacity as such (including trustees and beneficiaries of trusts holding such securities)other than, advisors and Representatives (in each case, any such Affiliate or Person that is an Affiliate of such Releasing Party) (collectively, such Released Party’s “Related Releasees”), from any and all Claims that such Releasing Party or any of its Related Releasors ever had, now has or hereafter can, shall or may have against such Released Party or any of its Related Releasees, from the beginning of time until the end of time, of any kind or nature whatsoever (including in their respective capacities as suchrespect of rights of contribution or indemnification) based on, relating to, arising out of, resulting from or otherwise concerning any fact, matter or cause relating to, arising out of, resulting from or otherwise concerning, directly or indirectly, Station Venture or the Operating Partnership (including under the Credit Agreement or other Loan Documents, any direct or indirect ownership interest in either of those entities or other interest in debt of either of those entities, and any agreement or understanding to which either of those entities is party, but excluding any ordinary course commercial arrangements unrelated to the Credit Agreement or other Loan Documents, including vehicle leases and gas cards) and their respective heirsthat had existed or was in existence as of the moment immediately preceding the completion of all Closing Actions (including the Shortfall Funding Agreements and the Shortfall Fundings and any related arrangements) (collectively, executorsthe “Released Obligations”). Notwithstanding the foregoing, administratorsnothing in this Section 5.04(a) shall operate as, successors and assignsor be deemed or construed to be, a waiver, release or discharge in respect of and from all debtsany Claim, 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 rights, liabilities or prior to the Time of Distribution; provided, however, that the foregoing general release shall not apply to obligations arising under: (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.Agreement;

Mutual Release. Effective as of the Time of Distribution and except as otherwise specifically set forth in the Transaction Separation Agreements, each of ConexantAcacia, on behalf of itself and each other member of the Conexant SubsidiariesAcacia Group, on the one hand, and WashingtonCombiMatrix, on behalf of itself and each other member of the Washington SubsidiariesCombiMatrix 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 assumed, transferred, assigned, allocated or arising under any of the Transaction Separation Agreements (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any Transaction Separation Agreement 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 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 2.02(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 Acacia and Washington CombiMatrix 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." ” Being aware of said such Code section, each of ConexantAcacia, on behalf of itself and each of the Conexant Acacia Subsidiaries, and WashingtonCombiMatrix, on behalf of itself and each of the Washington CombiMatrix 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 Separation Time of Distribution and except as otherwise specifically set forth in this Agreement or any of the other Transaction AgreementsDocuments, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesNew U S WEST, on the one hand, and Washington, on behalf of itself and each of the Washington SubsidiariesU S WEST, on the other hand, hereby on its own behalf and on behalf of each member of its respective Group, releases and forever discharges the other party and the members of its SubsidiariesGroup, 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, actionsActions, 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 havehad, which arise out of or relate to to, in whole or in part, events, circumstances or actions actions, whether known or unknown, taken by such other party occurring or failing to occur or any conditions existing at on or prior to the Time of DistributionSeparation Time; providedPROVIDED, howeverHOWEVER, 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 this Agreement or any of 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), Documents and the foregoing release will shall not affect any party's right rights to enforce this Agreement (including the provisions of Article VIII) or any of the other Transaction Agreements Documents in accordance with their terms or terms; (ii) any Liability arising under any agreement listed in Section 9.2 of the Separation Disclosure Schedule (each of which shall remain in effect following the Separation Time); and (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 11.1 (provided, provided that the parties agree not to bring suit or permit any members of their Subsidiaries Group 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 11.1 but for this clause (iiiii)). Each U S WEST and New U S WEST acknowledge that the foregoing general release shall not apply to any Liabilities assigned by members of Conexant and Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions U S WEST Group or members 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 DEBTORthe New U S WEST Group to third parties 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. 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 Collxxx, xx behalf of itself and the one handRockwell Collxxx Xxxsidiaries, 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 SubsidiariesRockwell, 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 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 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 3.03(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 (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 but for to 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 Agreements, each of Conexant, on behalf of itself and each of the Conexant SubsidiariesRockwell, 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 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 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 3.03(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 (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 57 62 be released with respect to such Liability Liabilities by this Section 4.01 but for to 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.