Common use of Mutual Release Clause in Contracts

Mutual Release. Effective as of the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate Arrangements, each of Verizon, on behalf of itself and each of the Verizon Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the 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 (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 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 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 or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements 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 6.2. Each Party agrees, 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 other Party’s Group with respect to the Liabilities released pursuant to this Section 6.2.

Mutual Release. Effective as of the Distribution Date Closing and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate Arrangementsthis Agreement, each of VerizonSeller, on behalf of itself and each of the Verizon SubsidiariesSeller's Subsidiaries (other than Maquiladora), on the one hand, shall, and Spinco, on behalf of itself and each of the Spinco SubsidiariesSeller shall cause Maquiladora, on the other hand, hereby releases to, release and forever discharges discharge 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 (including intercompany cash balances and accounts and notes payable)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 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 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 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 this Agreement or the any other Transaction Agreements document, agreement or Transferred Affiliate Arrangements or any Contracts (as defined therein) contemplated thereby, instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under any of this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the other Transaction Agreements Parties may have with respect to payment, performance, reimbursement, indemnification or Transferred Affiliate Arrangements contribution pursuant to this Agreement or any Contract contemplated thereby, in each case subject other document agreement or instrument entered into pursuant to this Agreement for claims brought against the terms thereof, Parties by third Persons or any Person’s Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or the any other Transaction Agreements, Transferred Affiliate Arrangements document agreement or the Contracts contemplated thereby instrument entered into pursuant to this Agreement in accordance with their terms, 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 6.2. Each Party agrees5.6 (provided, for itself and each member of its Group, that the Parties agree not to make bring suit or permit any claim or demand or commence any action or assert any claim of their Subsidiaries to bring suit against any member of the other Party’s Group , its Subsidiaries or Affiliates with respect to any Liability to the Liabilities extent such Party, its Subsidiaries and Affiliates would be released pursuant with respect to such Liability by this Section 6.25.6 but for this clause (ii)). Each of Seller and 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 Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, 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 Agreements or the Transferred Affiliate ArrangementsAgreements, each of VerizonConexant, on behalf of itself and each of the Verizon Conexant Subsidiaries, on the one hand, and SpincoWashington, on behalf of itself and each of the Spinco Washington 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 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 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 Transferred Affiliate Arrangements contribution pursuant to any Transaction Agreement for claims brought against the parties by third Persons or any Contract contemplated therebyIndemnitee), in each case subject to and the terms thereof, or foregoing release will not affect any Person’s party's right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby Agreements 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 6.2. Each Party agrees4.01 (provided, for itself and each member of its Group, that the parties agree not to make bring suit or permit any claim or demand or commence any action or assert any claim of their Subsidiaries to bring suit against any member of the other Party’s Group with respect to any Liability to the Liabilities extent such member of the other Group would be released pursuant with respect to such Liability by this Section 6.24.01 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 (a) To the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate Arrangementsfullest extent permitted by applicable law, each of VerizonPRE, 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 Verizon Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the Spinco 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, managers or other persons acting in a similar capacitypartners, 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 (including intercompany cash balances and accounts and notes payable), 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 other 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 such PRE Party has had, has, or ever had or ever will havemay have based upon, which exist or arise out of or relate to eventsarising from, circumstances or actions taken by such other Party occurring or failing to occur or any conditions existing at or prior to the Distribution Date whether or not known on the Distribution Date, including in connection with or relating to the Amalgamation Agreement, any agreement or instrument delivered in connection therewith or the transactions and all other activities to implement the Contribution and the Distributioncontemplated thereby; provided, however, that the foregoing general release shall not apply to (i) no party shall be released from 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 breach of this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s right to enforce have its respective rights and obligations under this Agreement or impaired, and (ii) notwithstanding the other Transaction Agreementstermination of the Amalgamation Agreement, Transferred Affiliate Arrangements or the Contracts contemplated thereby Confidentiality Agreement will continue in full force and effect in accordance with their its terms, and no party to the Confidentiality Agreement shall be released from any actions or (ii) any Liability the release of claims which would result in the release of any Person other than a Person released pursuant to this Section 6.2may arise thereunder. Each PRE Party agreesshall refrain from, for itself and each member of its Groupdirectly or indirectly, not to make asserting any claim or demand or commence commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any action legal or assert arbitral proceeding of any claim kind against any member of the other Party’s Group with respect to the Liabilities Axis Party based upon any matter released pursuant to under this Section 6.23(a).

Mutual Release. Effective as of the Distribution Date Closing Time, and except as otherwise specifically set forth in the other Transaction Agreements this Agreement or the Transferred Affiliate Arrangementsany Ancillary Agreement, each of VerizonACE, on behalf of itself and each the other members of the Verizon Subsidiaries, on the one handACE Group, and Spincothe Company, on behalf of itself and each the other members of the Spinco Subsidiaries, on the other handCompany Group, hereby releases and forever discharges each Company Indemnified Party (in the other case of the release by ACE) or ACE Indemnified 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 the case of trusts holding such securitiesthe release by the Company), advisors and Representatives (in each caseas the case may be, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts (including intercompany cash balances and accounts and notes payable)debts, demands, actions, causes of action, suitsActions, accounts, covenants, contracts, agreements, damages, claims damages 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 on or prior to the 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 DistributionClosing Time; 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, Ancillary Agreement or assumed, transferred, assigned, allocated or arising under any of this Agreement or any Ancillary Agreement (including any Liability that the other Transaction Agreements parties may have with respect to payment, performance, reimbursement, indemnification or Transferred Affiliate Arrangements contribution pursuant to this Agreement or any Contract contemplated thereby, in each case subject to Ancillary Agreement for claims brought against the terms thereof, or parties by third parties) and the foregoing release will not affect any Personparty’s right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby any Ancillary 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 6.2. Each Party agrees, 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 other Party’s Group with respect to the Liabilities released pursuant to this Section 6.2.

Mutual Release. Effective as of the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate Arrangementson Schedule 5.2, each of Verizon, on behalf of itself and each of the Verizon Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements the Commercial Agreements or any Contracts (as defined therein) contracts contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements the Commercial Agreements or any Contract contract contemplated therebythereby (including any Liability that the parties may have with respect to payment, in each case subject performance, reimbursement, indemnification or contribution pursuant to any of the terms thereof, other Transaction Agreements or the Commercial Agreements or any Personcontract contemplated thereby 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 this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements Agreements or the Contracts Commercial Agreements or the contracts contemplated thereby in accordance with their terms, 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 6.25.2 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent such Person would be released with respect to such Liability by this Section 5.2 but for this clause (ii)). Each Party of Spinco and Verizon agrees, 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 other Party’s Group with respect to the Liabilities released pursuant to this Section 6.25.2.

Mutual Release. Effective as of the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate Arrangementsdate hereof, each of VerizonParty, on behalf of itself itself, himself and its Affiliates, successors, assigns, heirs and beneficiaries and, to the extent acting in a representative capacity of any such person, such person’s creditors, representatives, agents and attorneys (as applicable, collectively, the “Releasing Parties”), hereby fully and finally releases, acquits and forever discharges each other Party, its Affiliates and each of the Verizon Subsidiariesits past or current directors, on the one hand, and Spinco, on behalf of itself and each of the Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other Party and its Subsidiaries, and its and their respective officers, directorsemployees, managers agents or other persons acting in a similar capacityrepresentatives (as applicable, agentscollectively, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securitiesthe “Released Parties”), advisors from any 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 (including intercompany cash balances and accounts and notes payable), demands, actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, agreementscontroversies, claims, counterclaims, demands, liabilities, obligations, damages, claims costs, expenses, compensation and other Liabilities whatsoever relief of every name kind and naturenature whatsoever, both in at law and or in equity, which the releasing Party has whether known or ever had or ever will haveunknown, in each case, which exist or arise out as of or relate to eventsthe date hereof, circumstances or actions taken by which such other Party occurring or failing to occur Releasing Parties, or any conditions existing at of them, had, has or prior may have directly arising out of, connected with or related to the Distribution Date whether or not known on Seller’s investment in the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the DistributionPurchaser (“Claims”); provided, however, that nothing in this Section 4.3 shall be construed to release, acquit or discharge any Claims or rights that any of the foregoing general release shall Releasing Parties had, have or may have pursuant to this Agreement (the “Release”). If any Claim is not apply subject to (i) the Release, to the extent permitted by law, each Party waives, and will cause the applicable Releasing Parties to waive, any Liabilities right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other obligations (including Liabilities Party or any of the other applicable Released Parties is a party. Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party agrees that it will not, and will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to payment, reimbursement, indemnification or contribution) under any and all Claims released in 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 or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements 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 6.2Agreement. Each Party agreeshereby represents and warrants that it has access to adequate information regarding the terms of the Release, for itself the scope and each member effect of its Group, not the releases set forth herein and all other matters encompassed by the Release to make any claim or demand or commence any action or assert any claim against any member of an informed and knowledgeable decision with regard to entering into the other Party’s Group with respect Release and has not relied on the applicable Released Parties in deciding to enter into the Liabilities released pursuant Release and has instead made its own independent analysis and decision to this Section 6.2enter into the Release.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of Verizon, on behalf of itself and each of the Verizon SubsidiariesCrane, on the one hand, and Spinco, on behalf of itself and each of the Spinco 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, managers or other persons acting in a similar capacityagents, agentsAffiliates, 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 (including intercompany cash balances and accounts and notes payable)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 that the releasing Party party has or ever had or ever will havehad, which exist or that arise out of or relate to events, circumstances or actions taken by such other Party occurring or failing to occur party or any conditions existing at or prior to the 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 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 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, without limitation, any Liability that the parties may have with respect to indemnification or Transferred Affiliate Arrangements or contribution pursuant to any Contract contemplated thereby, in each case subject to Transaction Agreement for claims brought against the terms thereof, or parties by third Persons) and will not affect any Person’s party's right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby Agreements in accordance with their 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 6.2. Each Party agrees, for itself and each member of its Group, 4.1 (provided that the parties agree not to make bring suit or permit any claim or demand or commence any action or assert any claim of their Subsidiaries to bring suit against any member of the other Party’s Group Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities released pursuant to by this Section 6.24.1 but for this clause (iii)).

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of VerizonRockwell, on behalf of itself and each of the Verizon Rockwell Subsidiaries, on the one hand, and SpincoRockwell Collins, on behalf of itself and each of the Spinco 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 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 (including intercompany cash balances and accounts and notes payable)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 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 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 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 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 Transferred Affiliate Arrangements or contribution pursuant to any Contract contemplated thereby, in each case subject to Transaction Agreement for claims brought against the terms thereof, or parties by third Persons) and the foregoing release will not affect any Person’s party's right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby Agreements in accordance with their 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 6.2. Each Party agrees4.01 (provided, for itself and each member of its Group, that the parties agree not to make bring suit or permit any claim or demand or commence any action or assert any claim of their Subsidiaries to bring suit against any member of the any other Party’s Group with respect to any Liability to the Liabilities extent such member of the other Group would be released pursuant with respect to such Liability by this Section 6.24.01 but for this clause (iii)).

Mutual Release. Effective as of the Distribution Date Effective Time and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of VerizonIP, on behalf of itself and each of the Verizon IP Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the 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 (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 Distribution Date Effective Time whether or not known on at the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the DistributionEffective Time; provided, however, provided that the foregoing general release shall not apply to (i) any Liabilities Liabilities, Losses 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 contemplated hereby or thereby (as defined therein) including the Liabilities, Losses, obligations and Contracts contemplated therebyby Section 7.1), or assumed, transferred, assigned, allocated or arising under any of this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements 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 6.2. Each Party agrees, for itself and each member of its Group, not to make any claim or demand or commence any action Litigation Matter or assert any claim or demand, including any claim of contribution or any indemnification, against any member of the other Party’s Group with respect to the Liabilities released pursuant to this Section 6.2.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Separation Agreements or the Transferred Affiliate Arrangementsand Financing Agreements, each of VerizonConexant, on behalf of itself and each other member of the Verizon SubsidiariesConexant Group, on the one hand, and SpincoMindspeed, on behalf of itself and each other member of the Spinco SubsidiariesMindspeed Group, 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 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 this Agreement or the other Transaction Separation Agreements or Transferred Affiliate Arrangements or any Contracts (as defined therein) contemplated thereby, Financing Agreements or assumed, transferred, assigned, allocated or arising under any of this the 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 Separation Agreement or Financing Agreement for claims brought against the other Transaction Agreements or Transferred Affiliate Arrangements parties by third Persons or any Contract contemplated therebyIndemnitee), in each case subject to and the terms thereof, or foregoing release will not affect any Person’s party's right to enforce this Agreement the Separation Agreements or the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby Financing Agreements in accordance with their termsterms or (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 2.03(b)(ii), 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 6.2. Each Party agrees4.01 (provided, for itself and each member of its Group, that the parties agree not to make bring suit or permit any claim or demand or commence any action or assert any claim of their Subsidiaries to bring suit against any member of the other Party’s Group with respect to any Liability to the Liabilities extent such member of the other Group would be released pursuant with respect to such Liability by this Section 6.24.01 but for this clause (iii)). Each of Conexant and 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 Mindspeed, on behalf of itself and each of the 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 From and after the Distribution Spin-Off Date and except as otherwise specifically set forth in this Agreement or any of the other Transaction Agreements or the Transferred Affiliate Arrangements, each Separation Documents. Each of Verizon, on behalf of itself and each of the Verizon SubsidiariesCleartronic, on the one hand, and Spinco, VoiceInterop (on its own behalf of itself and each of the Spinco 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, managers or other persons acting in a similar capacityemployees, 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 (including intercompany cash balances and accounts and notes payable)debts, demands, actions, causes cause of actionactions, suits, accounts, covenants, contracts, agreements, damages, claims (including, without limitation, claims for direct, consequential, exemplary, treble and other Liabilities punitive damages) and liabilities whatsoever of every ever name and nature, both in law and in equity, which the releasing Release Party has or ever had or ever will havehad, which exist or 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 party occurring or of failing to occur occur, or any conditions existing at on, or prior xxxx to the Distribution Date whether or not known on the Distribution Dividend 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 (ia) 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 or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Personparty’s right rights to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements Separation Documents or any of the instruments delivered pursuant to this Agreement or the Contracts contemplated thereby 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 Party (provided that the parties agree not to bring suit or permit any of their Affiliates to bring suit against any Released Party with respect to any Liability to the extent such Released Party would be released with respect to such Liability by this Section 10.1 but for this clause (b)); (c) any Liability for the unpaid purchase price for the sale, lease, construction or receipt of 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 the parties may have with respect to indemnification or contribution pursuant to this Section 6.2. Each Party agreesAgreement for claims brought against the parties by third Persons, for itself and each member which Liability shall be governed by the provisions of its GroupArticle XI and, not to make any claim or demand or commence any action or assert any claim against any member if applicable, the appropriate provisions of the other Party’s Group with respect 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 Liabilities released pursuant Spin-Off Date. Nothing in this Agreement shall impair any of the rights of any directors, officers or employees of Cleartronic or VoiceInterop, or any of their respective Subsidiaries, to this Section 6.2seek indemnification under any certificate of incorporation or bylaws of Cleartronic or any of its predecessors or Subsidiaries, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors, officers or employees prior to the Spin-Off Date.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of VerizonFortune, on behalf of itself and each of the Verizon Fortune Subsidiaries, on the one hand, and SpincoACCO, on behalf of itself and each of the Spinco its 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 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 this the Merger Agreement or and the other Transaction Agreements or Transferred Affiliate Arrangements Agreements, any Contracts contemplated thereby or any Contracts (as defined thereinset forth on Schedule 1.01(g) contemplated therebyhereto, or assumed, transferred, assigned, allocated or arising under any of this the Merger Agreement or and the other Transaction Agreements or Transferred Affiliate Arrangements Agreements, any Contract contemplated thereby or any Contract contemplated therebyset forth on Schedule 1.01(g) hereto (including any Liability that the parties may have with respect to payment, in each case subject performance, reimbursement, indemnification or contribution pursuant to the terms thereof, Merger Agreement or any PersonTransaction 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 right to enforce this the Merger Agreement or and the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby and the Contracts set forth on Schedule 1.01(g) hereto 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 6.2. Each Party agrees4.01 (provided, for itself and each member of its Group, that the parties agree not to make bring suit or permit any claim or demand or commence any action or assert any claim of their Subsidiaries to bring suit against any member of the other Party’s Group with respect to any Liability to the Liabilities extent such member of the other Group would be released pursuant with respect to such Liability by this Section 6.24.01 but for this clause (ii)).

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of Verizon, on behalf of itself and each of the Verizon SubsidiariesCompany, on the one hand, and SpincoNew Gaylxxx, on behalf of itself and each of the Spinco 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, managers or other persons acting in a similar capacity, 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 (including intercompany cash balances and accounts and notes payable)debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other 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 party has or ever had or ever will havehad, 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 party prior to the 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 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 Distribution Agreement, reimbursementthe Merger Agreement, indemnification or contribution) under this the Post-Closing Covenants 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 Tax Disaffiliation Agreement or the other Transaction Agreements transactions contemplated hereby or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s thereby and shall not affect either party's right to enforce this Distribution Agreement or the any other Transaction Agreements, Transferred Affiliate Arrangements agreement contemplated hereby or the Contracts contemplated thereby in accordance with their 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 Merger Agreement, the Post- Closing Covenants Agreement or the Tax Disaffiliation Agreement, neither the other party nor any Person other than a Person released pursuant to this Section 6.2. Each Party agrees, for itself and each member of its GroupSubsidiaries is, not in this Distribution Agreement or any other agreement or document, representing or warranting to make such party in any claim way as to the assets, business or demand Liabilities transferred or commence assumed as contemplated hereby or thereby or as to any action consents or assert any claim against any member approvals required in connection with the consummation of the other Party’s Group with respect to transactions contemplated by this Distribution Agreement, the Liabilities released pursuant to this Section 6.2Merger Agreement, the Post-Closing Covenants Agreement or the Tax Disaffiliation Agreement.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of VerizonRockwell, on behalf of itself and each of the Verizon Rockwell Subsidiaries, on Rockwell Collxxx, xx behalf of itself and the one handRockwell Collxxx Xxxsidiaries, and SpincoRockwell Science Center, on behalf of itself and each of the Spinco Rockwell Science Center Subsidiaries, on the other hand, hereby releases and forever discharges the each 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 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 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 Transferred Affiliate Arrangements or contribution pursuant to any Contract contemplated thereby, in each case subject to Transaction Agreement for claims brought against the terms thereof, or parties by third Persons) and the foregoing release will not affect any Person’s party's right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements or the Contracts contemplated thereby Agreements in accordance with their terms, or (ii) any Liability the release of which would result in the release of arising from or relating to any Person other than a Person released pursuant to this Section 6.2. Each Party agreesagreement, for itself and each member of its Grouparrangement, not to make any claim commitment or demand or commence any action or assert any claim against any member of the other Party’s Group with respect to the Liabilities released pursuant to this Section 6.2.undertaking described in

Mutual Release. Effective as of the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of Verizon, on behalf of itself and each of the Verizon Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 Transferred Affiliate Arrangements 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 Transferred Affiliate Arrangements or any Contract contemplated thereby, thereby in each case subject to the terms thereofthereof (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 Person’s other Transaction Agreement or any Contract 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, Transferred Affiliate Arrangements Agreements 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 6.27.2 (provided, that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent such Person would be released with respect to such Liability by this Section 7.2 but for this clause (ii)). Each Party party to this Agreement agrees, 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 other Party’s 's Group with respect to the Liabilities released pursuant to this Section 6.27.2.

Mutual Release. Effective as of the Time of Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements this Agreement or the Transferred Affiliate ArrangementsTransaction Documents, the Merger Agreement or the Indemnification Agreement, each of Verizon, on behalf of itself and each of the Verizon SubsidiariesCompany, on the one hand, and Spinco, on behalf of itself and each of the Spinco SubsidiariesHoldings, on the other hand, hereby releases and forever discharges the other Party and its Subsidiariesaffiliates, and its and their respective directors, officers, directors, managers or other persons acting in a similar capacity, 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 (including intercompany cash balances and accounts and notes payable)debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other 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 party has or ever had or ever will havehad, 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 party prior to the 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 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, reimbursementthe Transaction Documents, indemnification or contribution) under this the Merger 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 Indemnification Agreement or the other Transaction Agreements transactions contemplated hereby or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s thereby and shall not affect either party's right to enforce this Agreement or the Transaction Documents, the Merger Agreement, the Indemnification Agreement or any other Transaction Agreements, Transferred Affiliate Arrangements agreement contemplated hereby or the Contracts contemplated thereby in accordance with their 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 Transaction Documents, the Merger Agreement or the Indemnification Agreement, neither the other party nor any Person other than a Person released pursuant to this Section 6.2. Each Party agrees, for itself and each member of its GroupSubsidiaries is, not in this Agreement or any other agreement or document, representing or warranting to make such party in any claim way as to the assets, business or demand Liabilities transferred or commence assumed as contemplated hereby or thereby or as to any action consents or assert any claim against any member approvals required in connection with the consummation of the other Party’s Group with respect to transactions contemplated by this Agreement, the Liabilities released pursuant to this Section 6.2Transaction Documents, the Merger Agreement or the Indemnification Agreement.

Mutual Release. Effective as of the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of Verizon, on behalf of itself and each of the Verizon Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 Transferred Affiliate Arrangements 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 Transferred Affiliate Arrangements or any Contract contemplated thereby, thereby in each case subject to the terms thereofthereof (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 Personother Transaction Agreement or any Contract 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, Transferred Affiliate Arrangements Agreements 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 6.27.2 (provided, that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent such Person would be released with respect to such Liability by this Section 7.2 but for this clause (ii)). Each Party party to this Agreement agrees, 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 other Party’s Group with respect to the Liabilities released pursuant to this Section 6.27.2.

Mutual Release. Except for the obligations created by this Agreement and the New Note, effective at the Effective as of Date, the Distribution Date Company, Bxxxx and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsRelated Parties fully, each of Verizon, on behalf of itself and each of the Verizon Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the Spinco Subsidiaries, on the other hand, hereby releases finally and forever discharges the release and agree to hold harmless each other Party and its Subsidiaries, and its and all their respective officerssuccessors, assigns, officers, directors, managers or other persons acting in a similar capacitystockholders, agentsemployees, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities)lenders, affiliates, attorneys, consultants, advisors and Representatives agents (in each caseeach, in their respective capacities as sucha “Releasee“) from and their respective heirs, executors, administrators, successors against any and assigns, all manner of and from all debts (including intercompany cash balances and accounts and notes payable), demands, action or actions, cause or causes of action, in law or in equity, suits, accountsdebts, covenantsliabilities, contractsclaims, agreementsdemands, damages, claims losses, costs and other Liabilities whatsoever expenses, of every name and natureany nature whatsoever, both in law and in equityknown or unknown, fixed or contingent, foreseeable or unforeseeable (collectively, the “Claims”), which the releasing Party has parties may have at the Effective Date or ever had may thereafter have against any of the released patties by reason of any matter, cause or ever will have, which exist or arise thing whatsoever from the beginning of time to the Effective Date arising 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 based upon the 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 Note or the other Transaction Agreements or Transferred Affiliate Arrangements or any Contracts Obligations (as defined therein) contemplated thereby, or assumed, transferred, assigned, allocated or arising under any of this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s right to enforce this Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements 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 6.2“Release”). Each Party agrees, 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 other Party’s Group parties hereto acknowledges that it may hereafter discover facts different from or in addition to those which it now knows or believes to be true with respect to the Liabilities released pursuant Claims which are the subject of the Release and each party expressly agrees to this Section 6.2assume the risk of the possible discovery of additional or different facts, and agrees that the Release shall be and remain effective in all respects, regardless of such additional or different facts. Each of the parties hereto understands and agrees that it shall expressly waive and relinquish all rights and 3 benefits, if any, it may have under the statutory provisions of state law or federal law with respect to the Claims which are the subject of the Release. State and federal laws contain provisions that read substantially as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT TI-IE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RE- LEASED PARTY.

Mutual Release. Effective as of the Distribution Date and except as otherwise specifically set forth in the other Transaction Agreements or the Transferred Affiliate ArrangementsAgreements, each of VerizonAT Co., on behalf of itself and each of the Verizon AT Co. Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the 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 debts (including intercompany cash balances and accounts and notes payable)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 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 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 the Merger 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 the Merger Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements any Contract contemplated thereby (including any Liability that the parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement or any other Transaction Agreement or any Contract contemplated thereby, in each case subject to thereby for claims brought against the terms thereof, parties by third Persons or any Person’s Indemnitee), and the foregoing release will not affect any party's right to enforce this the Merger Agreement or the other Transaction Agreements, Transferred Affiliate Arrangements Agreements 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 6.27.2 (provided, that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent such Person would be released with respect to such Liability by this Section 7.2 but for this clause (ii)). Each Party party to this Agreement agrees, 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 other Party’s 's Group with respect to the Liabilities released pursuant to this Section 6.27.2.