Common use of Mutual Release and Covenant Not to Xxx Clause in Contracts

Mutual Release and Covenant Not to Xxx. (a) CTV, on behalf of itself and its heirs, executors, administrators, and successors and assigns (collectively, the “CTV Releasor Parties”), hereby forever releases, discharges, cancels, waives, and acquits HEP, and the subsidiaries, affiliates, agents, officers, managers, owners, directors, employees, insurers, successors and assigns of HEP (collectively, the “HEP Exculpated Parties”), of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liabilities of any nature whatsoever, whether in law or equity (collectively, the “Claims”), which the CTV Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or related solely to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the HEP Exculpated Parties of their obligations under this Agreement, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released herein. (b) HEP, on behalf of itself and its heirs, executors, administrators, successors and assigns (collectively, the “HEP Releasor Parties”), hereby forever releases, discharges, cancels, waives, and acquits CTV, and the subsidiaries, affiliates, agents, officers, (c) owners, directors, employees, insurers, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), of and from any and all Claims, which the HEP Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or relating to the Prior Agreements or the Parties’ prior relationship or transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE HEP RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the CTV Exculpated Parties of their obligations under this Agreement, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released herein. (d) For purposes of the remainder of this Agreement the term “

Mutual Release and Covenant Not to Xxx. (a) CTVIn consideration of the matters referenced in Section 2 and Section 3 above, Xxxxxx, on behalf of itself himself and its his heirs, executors, administrators, and successors and assigns (collectively, the “CTV Releasor Parties”)assigns, hereby forever releases, discharges, cancels, waives, and acquits HEP, Meritage and the its subsidiaries, affiliates, agents, officers, managers, owners, directors, employees, insurers, successors and assigns of HEP (collectively, the “HEP Exculpated Parties”)assigns, of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liabilities of any nature whatsoever, whether in law or equity (collectively, the “Claims”), which the CTV Releasor Parties haveXxxxxx has, had or may hereafter have against them it arising out of, or by reason of, any cause or related solely to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactionsmatter, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV RELEASOR PARTIES XXXXXX AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the HEP Exculpated Parties Meritage of their its obligations under this Agreement, this the Stock Purchase Agreement, the Cooperation Agreement intending to be a full and final settlement between or Section 7 of the PartiesEmployment Agreement. The foregoing release may be used to completely bar This FULL RELEASE AND WAIVER OF ALL CLAIMS by Xxxxxx includes, without limitation, any action or suit before any court, arbitralClaims arising out of, or administrative body relating in any manner whatsoever to, the employment and/or termination of the employment of Xxxxxx by Meritage, such as, BUT NOT LIMITED TO, any charge, claim, lawsuit or other proceeding arising under the Civil Rights Acts, Title VII as amended by the Civil Rights Act of 1991, the Americans with respect to Disabilities Act, the Age Discrimination in Employment Act (ADEA), the Labor Management Relations Act (LMRA), Employee Retirement Income Security Act (ERISA), the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Rehabilitation Act of 1973, and the Family and Medical Leave Act of 1993, worker’s compensation laws, or any claim under other federal, state, localor local statute, or any contract, agreement, plan or policy, including any Claims for breach of express or implied contract, wrongful discharge, tort, personal injury, or any claims for attorney’s fees or other law relating costs. This release shall not apply to (i) any vested amounts in Xxxxxx’x 401(k) account, (ii) any benefits due to, or on behalf of, Xxxxxx or his dependents pursuant to the terms of any health, dental, vision or other similar health-related plan or policy of Meritage, or (iii) any right to indemnification, advancement of expenses, limitation of liability or exculpation of liability to the Claims released hereinextent provided under or arising from the Articles of Incorporation or Bylaws of Meritage or under any insurance policy maintained by Meritage benefiting Xxxxxx with respect to his service as an officer, employee, or director of Meritage. (b) HEPIn consideration of the matters referenced in Section 2 and Section 3 above, Meritage, on behalf of itself and its heirssubsidiaries, executorsaffiliates, administratorsagents, successors officers, owners, directors, employees, insurers, and assigns (collectively, the “HEP Releasor Parties”)assigns, hereby forever releases, discharges, cancels, waives, and acquits CTV, and the subsidiaries, affiliates, agents, officers, (c) owners, directors, employees, insurers, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), Xxxxxx of and from any and all Claims, which the HEP Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or relating to the Prior Agreements or the Parties’ prior relationship or transactions, Claims existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE HEP RELEASOR PARTIES MERITAGE AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of of, (i) any breaches by the CTV Exculpated Parties Xxxxxx of their his obligations under this Agreement, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitralStock Purchase Agreement, or administrative body the Cooperation Agreement, (ii) any actions or omissions by Xxxxxx in connection with his employment that subject Meritage to any criminal liabilities under federal, state or other laws, (iii) any actions or omissions by Xxxxxx in connection with his employment that subject Meritage to any civil liabilities under federal, state or other laws and with respect to which Xxxxxx is not entitled to the indemnification or other rights referenced in Section 4(a)(ii) above, and (iv) any claim breaches by Xxxxxx of his obligations under Sections 8 and 9 of the Employment Agreement. This FULL RELEASE AND WAIVER OF ALL CLAIMS by Meritage includes, without limitation, any Claims arising out of, or relating in any manner whatsoever to, any applicable federal, state, localor local statute, or any contract, agreement, plan or policy, including any Claims for breach of express or implied contract, tort, or any claims for attorney’s fees or other costs. (c) Each of Meritage and Xxxxxx further covenants and agrees not to institute, nor cause to be instituted, any legal proceeding of any nature whatsoever, including, without limitation, filing any claim or complaint with any government agency alleging any violation of law relating to or public policy or seeking workers’ compensation from Meritage (or any of its representatives) for any claim released hereunder premised upon any legal theory or claim whatsoever, including without limitation, contract, tort, wrongful discharge, personal injury, interference with contract, breach of contract, defamation, negligence, infliction of emotional distress, fraud, or deceit, except that a party hereto may file a legal proceeding against the Claims released hereinother solely to enforce the terms of this Agreement or any agreement contemplated hereunder. (d) For purposes Each of Meritage and Xxxxxx acknowledges that the remainder of considerations afforded such party under this Agreement are in full and complete satisfaction of any Claims such party may have or may have had prior to the term “date hereof, including, without limitation, any such Claim arising out of Xxxxxx’x employment with Meritage or the termination thereof, and provide good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Agreement.

Mutual Release and Covenant Not to Xxx. A. Contingent upon the payment in full pursuant to paragraph 7 above, the Regional Water Board, in consideration of the Settlement of the Action with Xxx. Xxx and in consideration of the covenants, promises, terms and conditions herein, for itself alone and no other State entity, shall and does forever release Mei-Xxx Xxx, individually, as successor-in-interest to San-Xxxxx Xxx, and in her capacity as trustee and beneficiary of the Lai Revocable Family Trust and all trusts created thereunder (a) CTVcollectively, on behalf the “Trust”), the Trust, all successor trustees and beneficiaries of itself the Trust, the Estate of San-Xxxxx Xxx, all successors-in-interest to San-Xxxxx Xxx, and its their respective heirs, executorssuccessors, administrators, and successors and assigns (collectively, the “CTV Releasor Released Parties”)) from, hereby forever releasesdischarge, dischargescovenant and agree not to assert (by way of the commencement of an action, cancels, waives, and acquits HEP, and the subsidiaries, affiliates, agents, officers, managers, owners, directors, employees, insurers, successors and assigns of HEP (collectively, the “HEP Exculpated Parties”), of and from joinder in an existing action or in any other fashion) any and all rightsof the following: 1) All claims and causes of action which were, or could have been, asserted in the Complaint in this Action, including any and all actions, causes of action, claims, demands, causes of actionorders (including any administrative orders), obligationsrequirements, liability, damages, penalties, feesdebts, losses, costs, expensesexpenses and fees (including attorney, expert and liabilities consultant fees and litigation costs), of any every kind and nature whatsoever, whether in law and in equity, known or equity unknown, which arise out of or are related to the claims asserted in the Action, or in relation to this Site, including but not limited to any other claims under the Water Code and other California Codes relating to environmental conditions at the Site; and, 2) All claims, demands, orders (collectivelyincluding any administrative orders), requirements, liability, damages, penalties, debts, losses, costs, expenses and fees (including attorney, expert and consultant fees and litigation costs), of every kind and nature whatsoever, in law and in equity, known or unknown, which arise out of or are related to the Site and CAO No. R4-2015- 0129, any subsequently issued CAO, or potential claims under the Water Code and/or other California Codes relating to environmental conditions at the Site. This release and covenant not to xxx shall not act to release from liability any person or entity not described. B. In addition, except as specifically provided herein, the “Claims”), which the CTV Releasor Parties have, had or may hereafter have against them arising out of, by reason ofRegional Water Board and Xxx. Xxx reserve all rights to seek and obtain contribution, or related solely otherwise recover costs or damages, from persons not party to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than and any Claims arising out of, or by reason of any breaches by the HEP Exculpated Parties of their obligations under this Agreement, this Agreement intending to be a full and final settlement between the Partiessuch rights are preserved. The foregoing release may be used to completely bar any action or suit before any courtReleased Parties, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any in consideration of the Claims released herein. (b) HEPsettlement of the Action and in consideration of the covenants, on behalf of itself and its heirspromises, executors, administrators, successors and assigns (collectively, the “HEP Releasor Parties”), hereby forever releases, discharges, cancels, waivesterms, and acquits CTVconditions herein, release, discharge, and covenant not to xxx the subsidiariesRegional Water Board, affiliates, its agents, officers, (c) owners, directors, employees, insurerscontractors, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), of and from attorneys for any and all Claimsclaims or causes of action, which the HEP Releasor Parties haveof every kind and nature whatsoever, had in law and in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that may hereafter have against them exist arising out ofof the Action, by reason ofSite, or relating to the Prior Agreements or the Parties’ prior relationship or transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE HEP RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the CTV Exculpated Parties of their obligations under this Agreement, this Agreement intending to be a full and final settlement between the PartiesCAO No. The foregoing release may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released hereinR4-2015-0129. (d) For purposes of the remainder of this Agreement the term “

Mutual Release and Covenant Not to Xxx. (a) CTVIn consideration of the Settling Parties foregoing any potential litigation concerning Mr. Crystal’s employment with BPD, on behalf of itself and its the Mr. Crystal, his heirs, executors, administrators, and successors and assigns (collectively, the “CTV Releasor Parties”), hereby forever releases, discharges, cancels, waives, and acquits HEP, and the subsidiaries, affiliatesassigns, agents, officersrepresentatives, managersattorneys and successors in interest hereby unconditionally release and forever discharge and covenant not to xxx the Released Parties, ownerstheir officials, agents, employees, agencies, departments, directors, employeesofficers, insurersmembers, representatives, assigns, attorneys, successors in interest and assigns of HEP (collectivelyall other persons, the “HEP Exculpated Parties”)firms, of governmental entities and corporations from any and all rightsClaims which the Releasing Party may now or hereafter have or claim to have, claimsarising out of, demandsor in any way related to, Mr. Crystal’s employment with BPD. “Claims” includes, but is not limited to, any and all losses, costs, expenses, debts, actions (statutory, in law or in equity), causes of action, obligationssuits, damages, penaltiesclaims, feesdemands and all other claims, costs, expenses, liabilities and liabilities obligations of any nature whatsoever, whether in law presently known or equity (collectivelyunknown, including attorneys’ and consultant’s fees. In turn, the “Claims”)Released Parties, their officials, agents, employees, agencies, departments, directors, officers, members, representatives, assigns, attorneys, successors in interest and all other persons, firms, governmental entities and corporations hereby unconditionally release and forever discharge and covenant not to xxx Mr. Crystal, his heirs, assigns, agents, representatives, attorneys and successors in interest, from any and all Claims which the CTV Releasor Released Parties may now or hereafter have or claim to have, had or may hereafter have against them arising out of, by reason of, or related solely to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of in any breaches by the HEP Exculpated Parties of their obligations under this Agreementway related to, this Agreement intending to be a full and final settlement between the PartiesMr. Crystal’s employment with BPD. The foregoing release may be used to completely bar any action or suit before any court“Claims” includes, arbitralbut is not limited to, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released herein. (b) HEP, on behalf of itself and its heirs, executors, administrators, successors and assigns (collectively, the “HEP Releasor Parties”), hereby forever releases, discharges, cancels, waives, and acquits CTV, and the subsidiaries, affiliates, agents, officers, (c) owners, directors, employees, insurers, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), of and from any and all Claimslosses, which the HEP Releasor Parties havecosts, had expenses, debts, actions (statutory, in law or may hereafter have against them arising out ofin equity), by reason ofcauses of action, or relating to the Prior Agreements or the Parties’ prior relationship or transactionssuits, existing as of the date of execution of this Agreementdamages, WHETHER KNOWN TO THE HEP RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOTclaims, demands and all other than any Claims arising out ofclaims, or by reason liabilities and obligations of any breaches by the CTV Exculpated Parties of their obligations under this Agreementnature whatsoever, this Agreement intending to be a full whether presently known or unknown, including attorneys’ and final settlement between the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released hereinconsultant’s fees. (d) For purposes of the remainder of this Agreement the term “

Mutual Release and Covenant Not to Xxx. (a) CTVIn consideration of the matters referenced in Section 2 and Section 3 above, Xxxxxx, on behalf of itself himself and its his heirs, executors, administrators, and successors and assigns (collectively, the “CTV Releasor Parties”)assigns, hereby forever releases, discharges, cancels, waives, and acquits HEPERI, the Affiliates, and the subsidiariesEXCO Parties, affiliates, and their respective agents, officers, owners, members, managers, ownerspartners, joint venturers, directors, employees, insurers, successors and assigns of HEP (collectively, the “HEP Exculpated Parties”)assigns, of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liabilities of any nature whatsoever, whether in law or equity (collectively, the “Claims”), which the CTV Releasor Parties haveXxxxxx has, had or may hereafter have against them it arising out of, or by reason of, any cause or related solely to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactionsmatter, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV RELEASOR PARTIES XXXXXX AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the HEP Exculpated Parties EXCO of their its obligations under this Agreement. This FULL RELEASE AND WAIVER OF ALL CLAIMS by Xxxxxx includes, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar without limitation, any action or suit before any court, arbitralClaims arising out of, or administrative body relating in any manner whatsoever to, the employment and/or termination of the employment of Xxxxxx by EXCO, such as, BUT NOT LIMITED TO, any charge, claim, lawsuit or other proceeding arising under the Civil Rights Acts, Title VII as amended by the Civil Rights Act of 1991, the Americans with respect to Disabilities Act, the Age Discrimination in Employment Act (ADEA), the Labor Management Relations Act (LMRA), Employee Retirement Income Security Act (ERISA), the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Rehabilitation Act of 1973, and the Family and Medical Leave Act of 1993, worker’s compensation laws, any claim under relating to the purchase, sale, or award of any interest in any EXCO Party, or any other federal, state, localor local statute, or any contract, agreement, plan or policy, including any Claims for breach of express or implied contract, wrongful discharge, tort, personal injury, or any claims for attorney’s fees or other law relating costs. This release shall not apply to (i) any vested amounts in Xxxxxx’x 401(k) account, (ii) any benefits due to, or on behalf of, Xxxxxx or his dependents pursuant to the terms of any health, dental, vision or other similar health-related plan or policy of EXCO, or (iii) any right to indemnification, advancement of expenses, limitation of liability or exculpation of liability to the Claims released hereinextent provided under or arising from the Articles of Incorporation or Bylaws of EXCO or under any insurance policy maintained by EXCO benefiting Xxxxxx with respect to his service as an officer, employee, or director of EXCO. (b) HEPIn consideration of the matters referenced in Section 2 and Section 3 above, ERI, on behalf of itself and its heirsAffiliates,, executorsand their respective subsidiaries, administratorsaffiliates, successors agents, officers, owners, members, managers, directors, employees, insurers, and assigns (collectively, the “HEP Releasor Parties”)assigns, hereby forever releases, discharges, cancels, waives, and acquits CTV, and the subsidiaries, affiliates, agents, officers, (c) owners, directors, employees, insurers, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), Xxxxxx of and from any and all Claims, which the HEP Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or relating to the Prior Agreements or the Parties’ prior relationship or transactions, Claims existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE HEP RELEASOR PARTIES EXCO AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of of, (i) any breaches by the CTV Exculpated Parties Xxxxxx of their his obligations under this Agreement, this Agreement intending (ii) any actions or omissions by Xxxxxx in connection with his employment that subject EXCO to be a full any criminal liabilities under federal, state or other laws, and final settlement between the Parties. The foregoing release may be used (iii) any actions or omissions by Xxxxxx in connection with his employment that subject EXCO to completely bar any action civil liabilities under federal, state or suit before any court, arbitral, or administrative body other laws and with respect to which Xxxxxx is not entitled to the indemnification or other rights referenced in Section 4(a)(iii) above. This FULL RELEASE AND WAIVER OF ALL CLAIMS by EXCO includes, without limitation, any claim under Claims arising out of, or relating in any manner whatsoever to, any applicable federal, state, localor local statute, or any contract, agreement, plan or policy, including any Claims for breach of express or implied contract, tort, or any claims for attorney’s fees or other costs. (c) Each of EXCO and Xxxxxx further covenants and agrees not to institute, nor cause to be instituted, any legal proceeding of any nature whatsoever, including, without limitation, filing any claim or complaint with any government agency alleging any violation of law relating to or public policy or seeking workers’ compensation from EXCO (or any of its representatives) for any claim released hereunder premised upon any legal theory or claim whatsoever, including without limitation, contract, tort, wrongful discharge, personal injury, interference with contract, breach of contract, defamation, negligence, infliction of emotional distress, fraud, or deceit, except that a party hereto may file a legal proceeding against the Claims released hereinother solely to enforce the terms of this Agreement or any agreement contemplated hereunder. (d) For purposes Xxxxxx’x release of liability described in this Agreement is a material provision of this Agreement. Accordingly, Xxxxxx agrees that should any legal action be pursued on his behalf by any person or other entity against EXCO regarding the claims released in this Agreement, Xxxxxx will not accept recovery from such action, but will assign such recovery to EXCO. Nothing in this Agreement shall be construed to affect the rights and responsibilities of the remainder Equal Employment Opportunity Commission (the “Commission”), the National Labor Relations Board (the “NLRB”), or any other federal, state or local agency with similar responsibilities to enforce any laws pertaining to employment discrimination or retaliation, or union activity or participation. Likewise, this waiver will not be used to justify interfering with the protected right of any Xxxxxx to file a charge or participate in an investigation or proceeding conducted by the Commission, the NLRB or any similar agency; however, Xxxxxx waives the right to any benefits or recovery arising out of any such proceeding. (e) Each of EXCO and Xxxxxx acknowledges that the considerations afforded such party under this Agreement are in full and complete satisfaction of any Claims such party may have or may have had prior to the term “date hereof, including, without limitation, any such Claim arising out of Xxxxxx’x employment with EXCO or the termination thereof, and provide good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Agreement.

Mutual Release and Covenant Not to Xxx. (a) CTVFor good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, Quixote and USTC, on their own behalf and on behalf of itself all other subsidiaries and its heirs, executors, administratorsaffiliates of Quixote, and the respective representatives, successors and assigns of Quixote, USTC, and all other subsidiaries and affiliates of Quixote (collectively, the “CTV Releasor USTC Releasing Parties”)) hereby release and forever discharge MA, hereby forever releasesNuArt, dischargesMPP, cancelsRIWLL, waivesROHL, and acquits HEPVasiliou, and the subsidiaries, affiliates, agents, respective officers, managers, owners, directors, employeesstockholders, insurers, successors employees and assigns agents of HEP (collectively, the “HEP Exculpated Parties”), of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expensesforegoing, and liabilities of any nature whatsoevertheir respective representatives, whether in law or equity (collectively, the “Claims”), which the CTV Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or related solely to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the HEP Exculpated Parties of their obligations under this Agreement, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released herein. (b) HEP, on behalf of itself and its heirs, executors, administrators, successors and assigns (collectively, the “HEP Releasor USTC Released Parties”), hereby forever releases, discharges, cancels, waives, and acquits CTV, and the subsidiaries, affiliates, agents, officers, (c) owners, directors, employees, insurers, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), of and from any and all Claimsclaims, which the HEP Releasor Parties havedemands, had obligations, causes of action, controversies, actions, debts, liens, contracts, agreements, promises, representations, torts, damages, costs, attorneys’ fees, moneys due on accounts, obligations, judgments or may hereafter have against them liabilities of any kind or nature whatsoever, whether at law or in equity, pursuant to statute, regulation or common law, for negligence, strict liability, fiduciary or contract breach, intentional wrongdoing or otherwise, and regardless of whether known or unknown, accrued or contingent, arising out of, by reason of, of or relating in any manner to any matters, causes or things whatsoever from the Prior Agreements or beginning of time through the Parties’ prior relationship or transactionsdate hereof. Notwithstanding the preceding sentence, existing as this paragraph (a) shall not release any of the date of execution of this Agreement, WHETHER KNOWN TO THE HEP RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason USTC Released Parties of any breaches by the CTV Exculpated Parties of their obligations under this Agreement, this Section 5.5 of the Asset Purchase Agreement intending (as amended hereby), Section 2 of the Stockholder Covenants not to be a full and final settlement between Compete (as amended hereby), Section 7 of the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitralOEM Supply Agreement (as amended hereby), or administrative body with respect MPP’s obligation to deliver Modules and Cabinets which USTC has previously purchased from MPP and which have not been delivered as of the date hereof. (b) For good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, MA, NuArt, MPP, RIWLL, ROHL, and Xxxxxxxx, on their own behalf and on behalf of their respective heirs, representatives, successors and assigns (collectively, the “Xxxxx Releasing Parties”) (the USTC Releasing Parties and the Xxxxx Releasing Parties, individually, a “Releasing Party” and, collectively, the “Releasing Parties”), hereby release and forever discharge Quixote, USTC, all subsidiaries of Quixote other than USTC (including the Quixote Subsidiaries), the respective officers, directors, stockholders, employees and agents of the foregoing, and their respective representatives, heirs, successors and assigns (collectively, the “Xxxxx Released Parties”) (the USTC Released Parties and the Xxxxx Released Parties, collectively, the “Released Parties”) from any and all claims, demands, obligations, causes of action, controversies, actions, debts, liens, contracts, agreements, promises, representations, torts, damages, costs, attorneys’ fees, moneys due on accounts, obligations, judgments or liabilities of any kind or nature whatsoever, whether at law or in equity, pursuant to statute, regulation or common law, for negligence, strict liability, fiduciary or contract breach, intentional wrongdoing or otherwise, and regardless of whether known or unknown, accrued or contingent, arising out of or relating in any manner to any claim under federalmatters, statecauses or things whatsoever from the beginning of time through the date hereof. Notwithstanding the foregoing, local, or other law relating to this paragraph (b) shall not release any of the Claims released hereinXxxxx Released Parties of any of their obligations under this Agreement, the Note, the Lease, the Quixote Guaranty, the Quixote Mexico Guaranty, or any of USTC’s obligations to pay for Modules and Cabinets under USTC’s outstanding purchase orders or MPP’s outstanding invoices (as the case may be). (dc) For purposes The Releasing Parties further covenant and agree that none of the remainder Releasing Parties will ever xxx, institute, or cause to institute any proceeding in any court or other forum against any of the Released Parties to charge any of the Released Parties with any matter which is released pursuant to the provisions of this Agreement Section 7, and that the term “Releasing Parties will defend, protect, indemnify and save the Released Parties harmless from any loss, liability, damage or expense, including reasonable attorneys’ fees incurred in defending, responding to or otherwise seeking relief from any claim, suit or judgment incurred by reason of any claim asserted by the other regarding any matter which is released pursuant to the provisions of this Section 7.