Common use of General Release and Covenant Not to Sue Clause in Contracts

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS), EMPLOYEES, AGENTS, REPRESENTAXXXXX, XXXNCIPAXX XXX XXXXXNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES AND WALTER EVANS (TOGETHER THE "COMPANY PARTIES") XXXX XXX AND XXX XXXXXX, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION:

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS EFFECTIXX AS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS), EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTXXXXXX, XXXNCIPAXX XXINCIPXXX XXX XXXXXNEYSXXXXRNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES AND WALTER EVANS (TOGETHER THE "COMPANY PARTIES") XXXX XXX XXY AND XXX XXXXXX, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION:

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF EFFECTIVE AT THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE, ON BEHALF OF STOCKHOLDERHIXXXLF, STOCKHOLDER'S AND TO THE EXTENT HE HAS THE POWER OR AUTHORITY TO DO SO, HIS FAMILY, ATTORNEYS, HEIRS, ESTATE, AGENTS, EXECUTORS, ADMINISTRATORSREPRESENTATIVES, ASSIGNSADMINISTRATORS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (TOGETHER, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY DISCHARGES, THE COMPANY, PARENT, MERGER SUB, AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)EACH OF THE FOREGOING ENTITIES' RESPECTIVE PAST, OFFICERS (OTHER THAN PAUL YATES PRESENT AND WALTER EVANS)FUTURE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, ANDINSURERS, SUBJECT TO SECTION 14 HEREOFATTORNEYS, DIRECTORSEMPLOYEE BENEFIT PROGRAMS (AND THE TRUSTEES, PAUL YATES ADMINISTRATORS, FIDUCIARIES, REPRESENTATIVES, COMMITTEES AND WALTER EVANS INSURERS OF SUCH PROGRAMS) IN THEIR RESPECTIVE CAPACITIES AS SUCH, AND ANY PERSON ACTING BY, THROUGH, UNDER OR IN CONCERT WITH ANY OF THE FOREGOING ENTITIES (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, COMPLAINTS, CHARGES, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTIONACTION (COLLECTIVELY "CLAIMS"), KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN, OR RELATIONSHIP OR DEALING WITH, THE COMPANY OR EXECUTIVE'S SERVICES AS AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES, AT ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIME. THIS RELEASE INCLUDES BUT IS NOT LIMITED TO ANY CLAIMS AGAINST ANY OF THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, RETALIATION, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, SLANDER, BREACH OF PRIVACY, VIOLATION OF PUBLIC POLICY, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, OR ANY OTHER FEDERAL, COMMON, STATE OR LOCAL LAW RELATING TO EMPLOYMENT (OR UNEMPLOYMENT), THE PAYMENT OF WAGES, SALARY OR OTHER COMPENSATION, CIVIL OR HUMAN RIGHTS, OR DISCRIMINATION IN EMPLOYMENT (BASED ON AGE OR ANY OTHER FACTOR) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT THIS GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT, (II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE COMPANY IN RESPECT OF HIS SERVICES AS A DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY AS PROVIDED BY HIS INDEMNIFICATION AGREEMENT WITH THE COMPANY, BY PROVISIONS OF THE MERGER AGREEMENT, BY LAW, OR BY THE CERTIFICATE OF INCORPORATION OR BY- LAWS (OR LIKE CONSTITUTIVE DOCUMENTS) OF THE COMPANY, INCLUDING WITHOUT LIMITATION:LIMITATION EXECUTIVE'S RIGHTS TO, AND COVERAGE UNDER, DIRECTORS' AND OFFICERS' LIABILITY INSURANCE MAINTAINED BY THE COMPANY, (III) EXECUTIVE'S RIGHT TO RECEIVE CONSIDERATION IN CONNECTION WITH THE MERGER AS PROVIDED IN ARTICLE 2 OF THE MERGER AGREEMENT, OR (IV) EXECUTIVE'S ENTITLEMENT, IF ANY, TO CONTINUED MEDICAL AND DENTAL INSURANCE COVERAGE UNDER AND PURSUANT TO THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985. IN FURTHERANCE OF THIS RELEASE, EXECUTIVE, ON BEHALF OF HIMSELF AND, TO THE EXTENT HE HAS THE POWER OR AUTHORITY TO DO SO, THE EXECUTIVE PARTIES, HEREBY COVENANTS FOREVER NOT TO ASSERT, FILE, PROSECUTE, COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION WITH THE FOREGOING), ANY CLAIMS, BEFORE OR WITH ANY COURT OR ANY ARBITRAL OR ADMINISTRATIVE AUTHORITY, AGAINST ANY OF THE COMPANY PARTIES, AND REPRESENTS AND WARRANTS THAT NO OTHER PERSON OR ENTITY HAS INITIATED OR, TO THE EXTENT WITHIN HIS CONTROL, WILL INITIATE ANY SUCH CLAIMS ON HIS BEHALF, AND THAT IF SUCH A CLAIM IS INITIATED, EXECUTIVE SHALL ACCEPT NO BENEFIT THEREFROM.

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE AND SPOUSE, ON BEHALF OF STOCKHOLDERTHEMSELVES, STOCKHOLDER'S THEIR ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, LOS ANGELES AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS)DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY PARTIES BASED ON, INCLUDING WITHOUT LIMITATION:RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE AND SPOUSE, ON BEHALF OF STOCKHOLDERTHEMSELVES, STOCKHOLDER'S THEIR ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, LOS ANGELES AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS)DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT OR DISCRIMINATION IN EMPLOYMENT) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT SUCH GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION:BUT NOT LIMITED TO THE PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT ARE INCORPORATED HEREIN), (II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE COMPANY IN RESPECT OF HIS SERVICES AS AN OFFICER OR DIRECTOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS PROVIDED BY LAW OR THE CERTIFICATES OF INCORPORATION OR BY-LAWS (OR LIKE CONSTITUTIVE DOCUMENTS) OF THE COMPANY OR ANY SUBSIDIARY THEREOF, (III) EXECUTIVE'S CONTRACTUAL RIGHTS UNDER ANY STOCK OPTION AGREEMENT THAT IS IN EFFECT WITH RESPECT TO STOCK OPTIONS THAT HAVE BEEN GRANTED TO EXECUTIVE PRIOR TO THE TERMINATION DATE OR THAT ARE GRANTED PURSUANT TO THIS AGREEMENT OR (IV) CLAIMS ARISING

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE AND SPOUSE, ON BEHALF OF STOCKHOLDERTHEMSELVES, STOCKHOLDER'S THEIR ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, LOS ANGELES AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS)DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT OR DISCRIMINATION IN EMPLOYMENT) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT SUCH GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION:BUT NOT LIMITED TO THE PROVISIONS OF THE EMPLOYMENT

General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE, ON BEHALF OF STOCKHOLDERHIMSELF, STOCKHOLDER'S HIS FAMILY, ATTORNEYS, HEIRS, ESTATE, AGENTS, EXECUTORS, ADMINISTRATORSREPRESENTATIVES, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS EACH OF THEIR RESPECTIVE SUCCESSORS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, AMFM OPERATING, AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)EACH OF THE FOREGOING ENTITIES' RESPECTIVE PAST, OFFICERS (OTHER THAN PAUL YATES PRESENT AND WALTER EVANS)FUTURE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, COMPLAINTS, CHARGES, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTIONACTION (COLLECTIVELY "CLAIMS"), KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIMS AGAINST THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, RETALIATION, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT, CIVIL OR HUMAN RIGHTS, OR DISCRIMINATION IN EMPLOYMENT (BASED ON AGE OR ANY OTHER FACTOR)) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY SUBSIDIARY THEREOF OR INVESTMENT IN THE COMPANY OR ANY SUBSIDIARY THEREOF OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT THIS GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION:SECTIONS 6(a)(ii), 6(a)(iii) AND 18 OF THE EMPLOYMENT AGREEMENT AND THE OTHER PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT ARE INCORPORATED HEREIN), (II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE COMPANY IN RESPECT OF HIS SERVICES AS A DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS PROVIDED BY LAW OR THE CERTIFICATES OF INCORPORATION OR BY-LAWS (OR LIKE CONSTITUTIVE DOCUMENTS) OF THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (III) SUBJECT TO THE TERMS OF THIS AGREEMENT, EXECUTIVES' CONTRACTUAL RIGHTS UNDER THE OPTION AGREEMENTS. EXECUTIVE, ON BEHALF OF HIMSELF AND THE EXECUTIVE PARTIES, HEREBY COVENANTS FOREVER NOT TO ASSERT, FILE, PROSECUTE, COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION WITH THE FOREGOING), ANY COMPLAINT OR LAWSUIT OR ANY LEGAL, EQUITABLE OR ADMINISTRATIVE PROCEEDING OF ANY NATURE, AGAINST ANY OF THE COMPANY PARTIES IN CONNECTION WITH ANY CLAIMS RELEASED IN THIS PARAGRAPH 5, AND REPRESENTS AND WARRANTS THAT NO OTHER PERSON OR ENTITY HAS INITIATED OR, TO THE EXTENT WITHIN HIS CONTROL, WILL INITIATE ANY SUCH PROCEEDING ON HIS BEHALF, AND THAT IF SUCH A PROCEEDING IS INITIATED, EXECUTIVE SHALL ACCEPT NO BENEFIT THEREFROM.