Common use of General Release and Discharge Clause in Contracts

General Release and Discharge. BY VIRTUE OF THEIR EXECUTION AND DELIVERY OF THIS AGREEMENT, AS OF THE CLOSING AND THEREAFTER, THE SELLERS, FOR AND ON BEHALF OF THEIR ASSIGNS, BENEFICIARIES, ADMINISTRATORS, AND AFFILIATES (THE “RELEASING PARTIES”) DO HEREBY FULLY AND IRREVOCABLY REMISE, RELEASE AND FOREVER DISCHARGE THE TARGETS, AND THEIR CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS AND SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES, DAMAGES, AGREEMENTS, RIGHTS, DEBTS AND EXPENSES, INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTS) OF EVERY KIND, EITHER IN LAW OR IN EQUITY, WHETHER CONTINGENT, MATURE, KNOWN OR UNKNOWN, OR SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING UNDER ANY FEDERAL, STATE, LOCAL OR MUNICIPAL LAW, COMMON LAW OR STATUTE, WHETHER ARISING IN CONTRACT OR IN TORT, AND ANY CLAIMS ARISING UNDER ANY OTHER LAWS OR REGULATIONS OF ANY NATURE WHATSOEVER, THAT SELLERS EVER HAD, NOW HAVE OR MAY HAVE, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF THE WORLD TO THE DATE HEREOF. NOTWITHSTANDING THE FOREGOING, THE RELEASING PARTIES DO NOT WAIVE OR RELEASE ANY RIGHTS (I) BASED UPON, ARISING OUT OF OR RELATING TO RIGHTS IN FAVOR OF THE RELEASING PARTIES CREATED PURSUANT TO THE TERMS OF THIS AGREEMENT AND ANY AGREEMENT ENTERED IN CONNECTION WITH THIS AGREEMENT OR (II) UNDER THE INDEMNIFICATION AND EXCULPATION PROVISIONS CONTAINED IN THE TARGET’S ORGANIZATIONAL DOCUMENTS OR UNDER ANY EMPLOYMENT OR INDEMNIFICATION AGREEMENT OR INSURANCE POLICY.

General Release and Discharge. BY VIRTUE OF THEIR EXECUTION AND DELIVERY OF THIS AGREEMENT, (a) EFFECTIVE AS OF THE CLOSING AND THEREAFTERCLOSING, THE SELLERSBHGE LLC, FOR AND ON BEHALF OF THEIR ASSIGNS, BENEFICIARIES, ADMINISTRATORS, ITSELF AND AFFILIATES (THE “RELEASING PARTIES”) DO HEREBY FULLY AND IRREVOCABLY REMISE, RELEASE AND FOREVER DISCHARGE THE TARGETS, OTHER SELLERS AND THEIR CURRENT RESPECTIVE AFFILIATES, HEREBY RELEASES AND FORMER DISCHARGES GEOG M&I AND THE IST BUSINESS AND, IN EACH CASE, EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, AFFILIATESMANAGERS, EMPLOYEES, CONSULTANTS AND AGENTS, ATTORNEYS, ACCOUNTANTS FROM ANY AND SUCCESSORS ALL LOSSES OF ANY KIND OR DESCRIPTION AND ASSIGNS FROM WAIVES ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES, DAMAGES, AGREEMENTS, RIGHTS, DEBTS RIGHTS AND EXPENSES, INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTS) OF EVERY KIND, EITHER IN LAW OR IN EQUITY, WHETHER CONTINGENT, MATURE, KNOWN OR UNKNOWN, OR SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, BENEFITS WITH RESPECT TO ANY CLAIMS ARISING UNDER SUCH LOSSES AGAINST ANY FEDERAL, STATE, LOCAL OR MUNICIPAL LAW, COMMON LAW OR STATUTE, WHETHER ARISING IN CONTRACT OR IN TORTSUCH PERSON, AND AGREES NOT TO BRING OR THREATEN TO BRING OR OTHERWISE JOIN IN ANY CLAIMS ARISING UNDER PROCEEDING AGAINST ANY OTHER LAWS OR REGULATIONS OF ANY NATURE WHATSOEVERSUCH PERSON, THAT SELLERS EVER HADIN EACH CASE, NOW HAVE OR MAY HAVE, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF THE WORLD TO THE DATE HEREOF. NOTWITHSTANDING THE FOREGOING, THE RELEASING PARTIES DO NOT WAIVE OR RELEASE ANY RIGHTS (I) BASED UPONRELATING TO, ARISING OUT OF OR RELATING TO RIGHTS IN FAVOR OF THE RELEASING PARTIES CREATED PURSUANT TO THE TERMS OF THIS AGREEMENT AND ANY AGREEMENT ENTERED IN CONNECTION WITH ANY RIGHTS THAT BHGE LLC OR ANY OTHER SELLER NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE AS AN OWNER OF GEOG M&I OR THE IST BUSINESS OR, IN THE CASE OF THE IST EMPLOYEES, AS AN EMPLOYER (EXCEPT, IN THE CASE OF THE IST EMPLOYEES, WITH RESPECT TO ANY MATTER WHICH WOULD REASONABLY BE EXPECTED TO BE A VIOLATION OF CRIMINAL LAW), IN EACH CASE, DURING THE BHGE OWNERSHIP PERIOD. THE FOREGOING SHALL NOT APPLY TO AND SHALL NOT CONSTITUTE A RELEASE OF ANY RIGHTS OR LIABILITIES ARISING UNDER THIS AGREEMENT OR (II) UNDER THE INDEMNIFICATION AND EXCULPATION PROVISIONS CONTAINED IN THE TARGET’S ORGANIZATIONAL DOCUMENTS OR UNDER ANY EMPLOYMENT OR INDEMNIFICATION AGREEMENT OR INSURANCE POLICYANCILLARY AGREEMENT.

General Release and Discharge. BY VIRTUE OF THEIR THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, AS OF THE CLOSING AND THEREAFTER, THE SELLERSSELLER, FOR AND ON BEHALF OF THEIR ITSELF AND ITS SUCCESSORS, ASSIGNS, BENEFICIARIES, ADMINISTRATORS, AND AFFILIATES (THE “RELEASING PARTIES”) DO HEREBY FULLY AND IRREVOCABLY REMISE, RELEASE AND FOREVER DISCHARGE THE TARGETSNRM AND EACH COMPANY, AND THEIR NRM’S AND EACH COMPANY’S CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS AND ACCOUNTANTS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES, DAMAGES, AGREEMENTS, RIGHTS, DEBTS CLAIMS (AS DEFINED HEREIN) AND EXPENSES, INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTSLIABILITIES (AS DEFINED HEREIN) OF EVERY KIND, EITHER IN LAW OR IN EQUITY, WHETHER CONTINGENT, MATURE, KNOWN OR UNKNOWN, OR SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING UNDER ANY FEDERAL, STATE, LOCAL OR MUNICIPAL APPLICABLE LAW, COMMON LAW OR STATUTE, WHETHER ARISING IN CONTRACT OR IN TORT, AND ANY CLAIMS ARISING UNDER ANY OTHER LAWS OR REGULATIONS OF ANY NATURE WHATSOEVER, THAT SELLERS THE RELEASING PARTIES EVER HAD, NOW HAVE OR MAY HAVE, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF THE WORLD TO THE DATE HEREOF. NOTWITHSTANDING THE FOREGOING, THE RELEASING PARTIES DO NOT WAIVE OR RELEASE ANY RIGHTS (I) BASED UPON, ARISING OUT OF OR RELATING TO RIGHTS IN FAVOR OF THE RELEASING PARTIES SELLER CREATED PURSUANT TO THE TERMS OF THIS AGREEMENT AND ANY AGREEMENT ENTERED IN CONNECTION WITH THIS AGREEMENT OR (II) UNDER THE INDEMNIFICATION AND EXCULPATION PROVISIONS CONTAINED IN THE TARGET’S ORGANIZATIONAL DOCUMENTS OR UNDER ANY EMPLOYMENT OR INDEMNIFICATION AGREEMENT OR INSURANCE POLICYAGREEMENT.

General Release and Discharge. BY VIRTUE OF THEIR SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, AS OF THE CLOSING AND THEREAFTER, THE SELLERSSELLER, FOR AND ON BEHALF OF THEIR ITSELF AND ITS SUCCESSORS, ASSIGNS, BENEFICIARIES, ADMINISTRATORS, AND AFFILIATES (THE “RELEASING PARTIES”) DO HEREBY FULLY AND IRREVOCABLY REMISE, RELEASE AND FOREVER DISCHARGE THE TARGETSCOMPANY, AND THEIR THE COMPANY’S CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS OFFICERS AND SUCCESSORS AND ASSIGNS MEMBERS FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES, DAMAGES, AGREEMENTS, RIGHTS, DEBTS ACTIONS (AS DEFINED HEREIN) AND EXPENSES, INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTSLIABILITIES (AS DEFINED HEREIN) OF EVERY KIND, EITHER IN LAW OR IN EQUITY, WHETHER CONTINGENT, MATURE, KNOWN OR UNKNOWN, OR SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING UNDER ANY FEDERAL, STATE, LOCAL OR MUNICIPAL LAW, COMMON LAW OR STATUTE, WHETHER ARISING IN CONTRACT OR IN TORT, AND ANY CLAIMS ARISING UNDER ANY OTHER LAWS OR REGULATIONS OF ANY NATURE WHATSOEVER, THAT SELLERS SELLER EVER HAD, NOW HAVE OR MAY HAVE, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF THE WORLD TO THE DATE HEREOF. NOTWITHSTANDING THE FOREGOING, THE RELEASING PARTIES DO NOT WAIVE OR RELEASE ANY RIGHTS (I) BASED UPON, ARISING OUT OF OR RELATING TO RIGHTS IN FAVOR OF THE RELEASING PARTIES SELLER CREATED PURSUANT TO THE TERMS OF THIS AGREEMENT AND ANY AGREEMENT ENTERED IN CONNECTION WITH THIS AGREEMENT OR (II) UNDER THE INDEMNIFICATION AND EXCULPATION PROVISIONS CONTAINED IN THE TARGET’S ORGANIZATIONAL DOCUMENTS OR UNDER ANY EMPLOYMENT OR INDEMNIFICATION AGREEMENT OR INSURANCE POLICYAGREEMENT. Notwithstanding anything to the contrary, none of the Releasing Parties are releasing any claims against the individuals comprising the Company’s current or former directors or officers except in connection with the actions and omissions of such individuals in their respective capacities for the Company. As an example only and without limiting the foregoing sentence, an individual who serves as an officer of an Affiliate of the Company as well as an officer of the Company is not being released by the Releasing Parties for Actions or Liabilities arising out of such individual’s actions or omissions in her capacity as an officer of the Affiliate of the Company.