Common use of Mutual Release and Discharge Clause in Contracts

Mutual Release and Discharge. 1.1 The parties hereby completely release and forever discharge each other from any and all past, present or future claims, demands, obligations, actions, causes of action, rights to damages, costs, losses of services, expenses and compensation of any nature whatsoever, whether based on a tort, contract or other theory of recovery, which either party now has, or which may hereafter accrue or otherwise be acquired on account of, or may in any way arise out of the Employment Agreement or Executive's service as an officer and/or director of the Company; provided, however, that the Company does not intend to, nor shall it be deemed hereby to have, released or discharged any claim that it may have against Executive or any other person or any entity, arising from or under (i) any act or failure to act by Executive after the termination of Executive's employment by the Company; or (ii) any act which is violative of Article 11 or Article 12 of the Employment Agreement; provided, further, that Executive does not intend, nor shall he be deemed hereby to have, released or discharged any claim that he may have against the Company relating to any failure of the Company to pay any amount due and owing (or which may hereafter become due and owing) to Executive under the Employment Agreement (including, without limitation, the Termination Payment Amount). 1.2 This Release shall also apply to the parties' past, present and future officers, directors, stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, affiliates, partners, successors-in-interest, assigns, heirs and personal representatives. 1.3 Except to the extent set forth in Section 1.1, this Release on the part of the parties, shall be a fully binding and complete settlement between both parties of all claims either may have against the other arising from the employer-employee relationship between the parties (the "Relationship"). 1.4 The parties acknowledge and agree that the Release set forth above is a mutual general release. The parties expressly waive and assume the risk of any and all claims for damages relating to the Relationship that exist as of the date Executive's employment with the Company ended, but of which the parties do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect the parties' decision to enter into this mutual Release. It is understood and agreed to by the parties that this mutual Release shall not constitute an admission and/or denial of liability on the part of either party.

Mutual Release and Discharge. 1.1 The As a material inducement to each of the parties hereby completely to enter into this Settlement Agreement, and except as otherwise expressly and specifically set forth in this Agreement, IIS on the one hand, and the CTG Parties on the other hand, respectively, do each hereby, for itself and its successors and assigns, forever release and forever discharge each other and each of their respective successors, assigns, officers, directors, partners, members, shareholders, employees, agents, parent, subsidiary or sister corporations, affiliates, representatives, attorneys, accountants, related entities, predecessors, heirs, and all persons acting by, through, under or in concert with, or otherwise claiming any right or benefit through, them, or of them (collectively, the "Releases"), from any and all pastcharges, present or future complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, rights to damagessuits, rights, demands, costs, losses of serviceslosses, debts and expenses (including attorneys' fees and compensation costs actually incurred) of any nature whatsoever, whether based on a known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contract, express or implied (including but not limited to any contract of fiduciary, attorney-client, special or other confidential relationship); any covenant of good faith and fair dealing (express or implied); and any tort, contract including breach of fiduciary or other theory duty, defamation, libel, slander, invasion of recoveryprivacy, negligence, intentional or negligent infliction of emotional distress, malicious prosecution, abuse of process, and intentional interference with current or prospective contract, relationship or economic advantage, which either any party hereto now has, owns or which may hereafter accrue or otherwise be acquired on account ofholds, or may in any way arise out of the Employment Agreement or Executive's service as an officer and/or director of the Company; provided, however, that the Company does not intend to, nor shall it be deemed hereby claims to have, released own or discharged hold, or which any party hereto at any time prior to this Agreement had, owned or held, or claimed to have had, owned or held, or which any party hereto at any time hereafter may have, own or hold, or claim that it may have against Executive or any other person or any entity, arising from or under (i) any act or failure to act by Executive after the termination of Executive's employment by the Company; or (ii) any act which is violative of Article 11 or Article 12 of the Employment Agreement; provided, further, that Executive does not intend, nor shall he be deemed hereby to have, released own or discharged hold against each other or any claim that he may have against the Company relating to any failure of the Company Releases, arising prior to pay any amount due and owing (or which may hereafter become due and owing) to Executive under the Employment Agreement (date hereof, including, without limitation, the Termination Payment Amount). 1.2 This Release shall also apply related to the partiesMTA, the Employment Agreement, the transactions contemplated therein, the CTG Parties' paststatus as a stockholder of IIS, present and future officersor the relationship or dealings between them (collectively, directorsthe "Claims"), stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, affiliates, partners, successors-in-interest, assigns, heirs and personal representatives. 1.3 Except to the extent except as set forth in Section 1.1below. With respect to C. Cunningham, this Release on release includes any Claims relating in any mannxx xxxxxxxxxx to his employment by and/or resignation of his employment with IIS, including any Claim arising under the part Civil Rights Act of 1866, 1964, 1991, Title VII as amended by the partiesCivil Rights Act of 1991, shall be a fully binding the Americans with Disabilities Act, the Age Discrimination in Employment Act (ADEA), the Labor Management Relations Act (LMRA), the 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, the Arizona Civil Rights Act, the Family and complete settlement between both parties Medical Leave Act of all claims either 1993, Worker's Compensation Claims, or any other federal, state, or local statute, or any contract, agreement, plan or policy. IIS expressly does not release any Claims it may have against the other arising from the employer-employee relationship between the parties (the "Relationship"). 1.4 The parties acknowledge C. Cunningham for violations of sections 6, 7 and agree that the Release set forth above is a mutual general release. The parties expressly waive and assume the risk of any and all claims for damages relating to the Relationship that exist as 10 of the date Executive's employment with the Company endedEmploymxxx Xxxxxxxxx, but of which and the parties do not know release any Claims for breaches or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect violations of this Settlement Agreement which may accrue after the parties' decision to enter into date of this mutual Release. It is understood and agreed to by the parties that this mutual Release shall not constitute an admission and/or denial of liability on the part of either partySettlement Agreement.

Mutual Release and Discharge. 1.1 The parties (a) Effective as of and contingent upon the Closing, to the fullest extent permitted by applicable Law, each of the Selling Shareholders and Founders, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries (collectively, the “Shareholder Releasing Persons”), hereby completely release knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharge discharges each other Group Company, as applicable, assigns and beneficiaries (collectively, the “Shareholder Released Persons”) from any and all past, present or future claims, demands, obligations, actions, causes of action, rights to suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, losses expenses, compensation or liabilities of services, expenses every kind and compensation of any nature whatsoever, whether based on a tort, contract or other theory of recoverywhatsoever (“Released Claims”), which either party now such Shareholder Releasing Persons, or any of them, had, has, or which may hereafter accrue have had arising from, connected or otherwise be acquired on account ofrelated to, or may in caused by any way arise out of the Employment Agreement event, occurrence, cause or Executive's service as an officer and/or director of the Company; providedthing, however, that the Company does not intend to, nor shall it be deemed hereby to have, released or discharged any claim that it may have against Executive or any other person or any entity, arising from or under (i) any act or failure to act by Executive after the termination of Executive's employment by the Company; or (ii) any act which is violative of Article 11 or Article 12 of the Employment Agreement; provided, further, that Executive does not intend, nor shall he be deemed hereby to have, released or discharged any claim that he may have against the Company relating to any failure of the Company to pay any amount due and owing (or which may hereafter become due and owing) to Executive under the Employment Agreement (including, without limitation, the Termination Payment Amount). 1.2 This Release shall also apply to the parties' past, present and future officers, directors, stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, affiliates, partners, successors-in-interest, assigns, heirs and personal representatives. 1.3 Except to the extent set forth in Section 1.1, this Release on the part of the parties, shall be a fully binding and complete settlement between both parties of all claims either may have against the other arising from the employer-employee relationship between the parties (the "Relationship"). 1.4 The parties acknowledge and agree that the Release set forth above is a mutual general release. The parties expressly waive and assume the risk of any and all claims for damages relating to the Relationship that exist as of the date Executive's employment with the Company ended, but of which the parties do not know or suspect to exist, whether through ignorance, oversight, error, negligencetype whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and whichincluding the Closing against any of the Shareholder Released Persons with respect to any Group Company, in each case arising out of, relating to or in connection with such Selling Shareholder’s investment in securities in any Group Company, the Existing Articles and/or the Existing Shareholders Agreements (the “Shareholder Release”). The Shareholder Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent upon the Closing, each of the Shareholder Releasing Persons hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Shareholder Released Person, based upon the Shareholder Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Shareholder Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sxx. (c) Effective as of and contingent upon the Closing, to the fullest extent permitted by applicable Law, each of the Company (on behalf of itself and the other Group Companies) and the Purchaser, on behalf of itself and on behalf of its shareholders or members (other than, for the avoidance of doubt, the Shareholder Releasing Persons), as applicable, assigns and beneficiaries (collectively, the “Company Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Shareholder Releasing Person and its shareholders or members, as applicable, assigns and beneficiaries (collectively, the “Company Released Persons”) from any and all Released Claims, which such Company Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Company Released Persons with respect to any Shareholder Releasing Person, including such Shareholder Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles and/or the Existing Shareholders Agreements (the “Company Release”). The Company Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (d) Effective as of and contingent upon the Closing, each of the Company (on behalf of itself and the other Group Companies) and the Purchaser hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Company Released Person, based upon the Company Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Company Released Person may plead this Company Release as a complete bar to any Released Claims brought in derogation of this covenant not to sxx. (e) Each of the Shareholder Releasing Persons, the Company (on behalf of itself and the other Group Companies) and the Purchaser, agrees that if knownit violates any provision of this Section 6.11, would materially affect it will pay the parties' decision to enter into this mutual Release. It is understood costs and agreed to expenses of defending against any related or resulting Legal Proceedings incurred by the parties that this mutual Release shall not constitute an admission and/or denial of liability on the part of either partynone-breaching parties, including attorney’s fees.