Common use of Mutual Releases of Claims Clause in Contracts

Mutual Releases of Claims. (a) Effective as of Closing Time (as hereinafter defined), and in consideration of the covenants and agreements set forth herein, except for the obligations created by this Agreement (those unreleased obligations being collectively referred to as the "Unreleased Rapparport Claims"), Rapparport and XMicro (collectively, the "Rapparport Releasors"), each fully and forever releases, discharges and acquits the Company, iGo, Mobility, each iGo Affiliate and the respective officers, directors, stockholders, employees, predecessors and successors in interest, subsidiary and parent entities, assigns and attorneys, agents, consultants, general partners, limited partners, and insurers of each of the foregoing (collectively, the "iGo Releasees") from and against any and all claims, demands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract or warranty, duty or relationship, acts, omissions, or liability of any type, kind, nature, description or character whatsoever, whether now known or unknown, whether heretofore existing or hereafter arising, whether liquidated or unliquidated, which the Rapparport Releasors may now have, heretofore have had or hereafter may have against the iGo Releasees arising out of or relating to the matters described in the Rapparport Letter and the Action, their status as stockholders of iGo, or any other actual or alleged action or omission of the iGo Releasees occurring on or prior to the Closing Time (the "Rapparport Claims"). Each Rapparport Releasor hereby represents and warrants to the iGo Releasees that such Rapparport Releasor is the sole holder and owner of any and all right, claim and/or interest that it is compromising, settling and/or releasing herein, and that no portion of the Rapparport Claims has been transferred, assigned, or encumbered. (b) Effective as of the Closing Time, and in consideration of the covenants and agreements set forth herein, except for (i) the obligations created by this Agreement, and (ii) the indemnification obligations of XMicro and its shareholders pursuant to the Purchase Agreement (as defined in the Prior Settlement Agreement at paragraph 2(ii)) (such items 2(b)(i) and 2(b)(ii) being collectively referred to as the "Unreleased iGo Claims"), the Company, iGo, Mobility and each iGo Affiliate (collectively, the "iGo Releasors"), each fully and forever release, discharge and acquit XMicro and Rapparport, and their respective officers, directors, employees, predecessors and successors in interest, subsidiary and parent entities, assigns and attorneys, agents, consultants, general partners, and limited partners from (collectively, the "Rapparport Releasees") and against any and all claims, demands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract or warranty, duty or relationship, acts, omissions, or liability of any type, kind, nature, description or character whatsoever, whether now known or unknown, whether heretofore existing or hereafter arising, whether liquidated or unliquidated, which the iGo Releasors may now have, heretofore have had or hereafter may have against the Rapparport Releasees arising out of or relating to the matters described in the Rapparport Letter and the Action, or any other actual or alleged action or omission of the Rapparport Releasees occurring on or prior to the Closing Time (the "iGo Claims"). Each iGo Releasor hereby represents and warrants to the Rapparport Releasees that such iGo Releasor is the sole holder and owner of any and all right, claim and/or interest that it is compromising, settling and/or releasing herein, and that no portion of the iGo Claims has been transferred, assigned, or encumbered. (c) For purposes hereof, "Closing Time" shall mean the time which is two (2) hours prior to the Effective Time (as defined in the Merger Agreement), which Closing Time shall be deemed not to have occurred unless the Merger is thereafter consummated. If the Merger is consummated, then the Parties agree and understand that Rapparport shall be unconditionally entitled to receive all of the Deposited Funds (as defined in the Depository Agreement) and the Shares shall be deemed to be canceled as of the Closing Time, and as such, neither Rapparport nor XMicro shall be entitled to receive any consideration under the Merger Agreement as the Shares will not be outstanding immediately prior to the Effective Time.

Mutual Releases of Claims. a. Except to enforce this Agreement, for the above and other good and valuable consideration, Thrive World Wide, Inc., for itself, its predecessors, successors, heirs and assigns (acollectively “TWWI Releasor”) Effective as of Closing Time (as hereinafter defined)hereby waives, releases, and in consideration of the covenants forever discharges Xxxxxxx Xxxxx, Public Company Management Corporation and agreements set forth hereinGo Public Xxxxx.Xxx, except for the obligations created by this Agreement (those unreleased obligations being collectively referred to as the "Unreleased Rapparport Claims")Inc., Rapparport their current or former employees, officers, directors and XMicro shareholders, assignees, predecessors, successors, parents, subsidiaries and affiliated entities and their current or former stockholders, managers, members, officers, administrators, agents, insurers, attorneys, servants and employees (collectively, the "Rapparport ReleasorsDefendant Releasees"), each fully from any and all claims, suits, debts, dues, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, claims, complaints, damages, sums of money, judgments, or causes of action of any kind or nature whatsoever, whether in law or equity, whether known or unknown, foreseen or unforeseen, asserted or unasserted which the TWWI Releasor ever had, now has, or hereafter can, shall, or may have against the Defendant Releasees from the beginning of time through the Effective Date. b. Except to enforce this Agreement, for the above and other good and valuable consideration, Xxxxxxx Xxxxx, Public Company Management Corporation and Go Public Xxxxx.Xxx, Inc., for themselves, their predecessors, successors, heirs and assigns (collectively “Defendant Releasors”) hereby waive, release, and forever releasesdischarge Thrive World Wide, discharges and acquits the CompanyInc., iGoits current or former employees, Mobility, each iGo Affiliate and the respective officers, directorsdirectors and shareholders, assignees, predecessors, successors, parents, subsidiaries and affiliated entities and their current or former stockholders, employeesmanagers, predecessors and successors in interestmembers, subsidiary and parent entitiesofficers, assigns and attorneysadministrators, agents, consultantsinsurers, general partnersattorneys, limited partners, servants and insurers of each of the foregoing employees (collectively, the "iGo ReleaseesTWWI Releasee") ), from and against any and all claims, demandssuits, obligationsdebts, dutiesdues, liabilitiesaccounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, claims, complaints, damages, expensessums of money, indebtedness, debts, breaches of contract or warranty, duty or relationship, acts, omissionsjudgments, or liability causes of action of any type, kind, nature, description kind or character nature whatsoever, whether now in law or equity, whether known or unknown, whether heretofore existing foreseen or hereafter arisingunforeseen, whether liquidated asserted or unliquidated, unasserted which the Rapparport Defendant Releasors may ever had, now have, heretofore have had or hereafter can, shall, or may have against the iGo Releasees arising out TWWI Releasee from the beginning of or relating to time through the matters described Effective Date. c. It is understood and agreed that the releases set forth in the Rapparport Letter this Agreement are full and the Action, their status as stockholders of iGo, or any other actual or alleged action or omission of the iGo Releasees occurring on or prior to the Closing Time (the "Rapparport Claims"). Each Rapparport Releasor hereby represents and warrants to the iGo Releasees that such Rapparport Releasor is the sole holder and owner final releases of any and all rightclaims described as aforesaid, claim and/or interest and the parties agree that it is compromisingshall apply to all unknown, settling and/or releasing hereinunanticipated, unsuspected and that no portion of the Rapparport Claims has been transferred, assigned, or encumbered. (b) Effective as of the Closing Time, and in consideration of the covenants and agreements set forth herein, except for (i) the obligations created by this Agreement, and (ii) the indemnification obligations of XMicro and its shareholders pursuant to the Purchase Agreement (as defined in the Prior Settlement Agreement at paragraph 2(ii)) (such items 2(b)(i) and 2(b)(ii) being collectively referred to as the "Unreleased iGo Claims"), the Company, iGo, Mobility and each iGo Affiliate (collectively, the "iGo Releasors"), each fully and forever release, discharge and acquit XMicro and Rapparport, and their respective officers, directors, employees, predecessors and successors in interest, subsidiary and parent entities, assigns and attorneys, agents, consultants, general partners, and limited partners from (collectively, the "Rapparport Releasees") and against any and all undisclosed claims, demands, obligations, duties, liabilities, actions or causes of action, as well as those which are now known, anticipated, suspected or disclosed, in connection therewith. The parties further understand, agree and hereby expressly waive the provisions of any state, federal or local law or statute providing in substance that this full and final release shall not extend to claims, demands, injuries or damages, expenses, indebtedness, debts, breaches of contract or warranty, duty or relationship, acts, omissions, losses or liability of described as aforesaid that are unanticipated, undisclosed or unsuspected to exist at the time. d. TWWI warrants and represents that defendants are expressly released from any typefurther obligations to TWWI and its predecessors, kindsuccessors, natureagents and assigns, description or character whatsoeverincluding, whether now known or unknownwithout limitation, whether heretofore existing or hereafter arising, whether liquidated or unliquidated, which the iGo Releasors may now have, heretofore have had or hereafter may have against the Rapparport Releasees arising out of or relating to the matters described those contained in the Rapparport Services Agreement, the Promissory Note, the Letter Agreement,and the ActionShareholder Agreement. x. Xxxxx, or any other actual or alleged action or omission of the Rapparport Releasees occurring on or prior to the Closing Time (the "iGo Claims"). Each iGo Releasor hereby represents and warrants to the Rapparport Releasees that such iGo Releasor is the sole holder and owner of any and all right, claim and/or interest that it is compromising, settling and/or releasing hereinPCMC, and GPT warrant and represent that no portion of the iGo Claims has been transferredTWWI is expressly released from any further obligations to Xxxxx, assignedPCMC and GPT and their predecessors, or encumbered. (c) For purposes hereofsuccessors, "Closing Time" shall mean the time which is two (2) hours prior to the Effective Time (as defined agents and assigns, including, without limitation, those contained in the Merger Services Agreement), which Closing Time shall be deemed not to have occurred unless the Merger is thereafter consummated. If Promissory Note, the Merger is consummated, then the Parties agree and understand that Rapparport shall be unconditionally entitled to receive all of the Deposited Funds (as defined in the Depository Agreement) Letter Agreement and the Shares shall be deemed to be canceled as of the Closing Time, and as such, neither Rapparport nor XMicro shall be entitled to receive any consideration under the Merger Agreement as the Shares will not be outstanding immediately prior to the Effective TimeShareholder Agreement.

Mutual Releases of Claims. (a) Effective as Upon the delivery of Closing Time (as hereinafter defined)this Settlement Agreement with all required signatures, the approval of the Court overseeing the LAWSUIT the appointment and resignations described in paragraph 15 above, the relinquishment and/or cancellation of the stock options described in paragraph 17 above, and the dismissal of the Complaint with prejudice, the parties contemporaneously mutually release all claims as set forth below in consideration of the covenants settlement memorialized herein: a. Jenner, Seymour and agreements set forth herein, except for the obligations created by this Agreement Hirsch and Nord Pacific (those unreleased obligations being collectively hereinafter referred to as the xxxxxxxxxxxx xs "Unreleased Rapparport Claims")Fixxx Xxleasors" in this Release) waive, Rapparport release, relinquish and XMicro (collectivelydischarge Nord, the "Rapparport Releasors")Individual Directors, each fully Geraldine Cruft, Evelyn Lang and forever releasesSpitzer & Feldman, discharges and acquits the Companyas well as their xxxxxxxxxxxxxxs, iGoxxxxxx, Mobilityxxtornexx, each iGo Affiliate and the respective officersxxxloyxxx, xxrvants, directors, stockholdersofficers, employeessubsidiaries, predecessors parents, successors and successors assigns (hereinafter referred to collectively as "First Releasees" in interest, subsidiary and parent entities, assigns and attorneys, agents, consultants, general partners, limited partners, and insurers of each of the foregoing (collectively, the "iGo Releasees"this Release) from and against any and all claims, demandscounterclaims, obligationscross-claims, duties, liabilities, damages, expenses, indebtedness, debts, breaches and causes of contract or warranty, duty or relationship, acts, omissionsactions which First Releasors and each of them have asserted, or liability which First Releasors and each of them could have asserted against First Releasees in the LAWSUIT or in any typeother action which First Releasors and each of them could have brought against First Releasees based on First Releasees' conduct or activities prior to the effective date of this Settlement Agreement. In addition, kindFirst Releasors and each of them are hereby settling and fully extinguishing all claims existing or potential, nature, description or character whatsoever, whether now known or unknown, whether heretofore which have been made, which could be made, or which might be made against First Releasees and/or each of them, and First Releasors and each of them do hereby forever release, acquit and discharge First Releasees of and from any and all manner of claims, actions, demands, rights, damages, costs, losses, expenses, compensation and liability whatsoever, which First Releasors and each of them may now have or which may hereafter accrue to them and/or each of them against First Releasees, including, but not limited to, the LAWSUIT and/or any activity and/or transaction and/or occurrence with or involving the First Releasors and each of them and/or the management of Nord and/or the legal services provided to Nord by Lichter and Spitzer & Feldman through the effective date of this Setxxxxxxx Agrexxxxx. Xxxx Release, however, specifically excepts and does not release Nord from any direct claims that Jenner could individually assert on his behalf against Nord arising out of or pertaining to his employment with and/or his termination by Nord, nor does it release Nord from its obligations to reimburse Jenner, Seymour and Hirsch as set forth in paragraph 16 above. In adxxxxxx, xxxx Xxlease xxxxxfically excepts and does not release any objections and/or defenses and/or claims Nord Pacific may or could assert arising out of or related to Lichter's and Spitzer & Feldman's unpaid or unbilled charges for legxx xxxxxxes rexxxxxx on xxxxxx xx Nord Pacific unrelated to the LAWSUIT and/or the Schedule 13D. b. Nord, the Individual Directors, Geraldine Cruft, Evelyn Lang and Xxxxxxx & Feldman (hereinafter refexxxx xx xxxxxxxivxxx xx "Xxxond Rxxxxxxxs" xx xxxx Release) waive, release, relinquish, and discharge Jenner, Seymour, Hirsch and Nord Pacific as well as their representatives, agents, atxxxxxxs, employees, servants, successors and assigns (hereinafter referred to collectively as "Second Releasees" in this Release) from all claims, counterclaims, cross-claims, and causes of actions which Second Releasors and each of them have asserted, or which Second Releasors and each of them could have asserted against Second Releasees in the LAWSUIT, or in any other action which Second Releasors and each of them could have brought against Second Releasees based on Second Releasees' conduct or activities prior to the effective date of this Settlement Agreement. In addition, Second Releasors and each of them are hereby settling and fully extinguishing all claims existing or hereafter arisingpotential, whether liquidated known or unliquidatedunknown, which the Rapparport have been made, which could be made, or which might be made against Second Releasees and/or each of them, and Second Releasors and each of them do hereby forever release, acquit and discharge Second Releasees of and from any and all manner of claims, actions, demands, rights, damages, costs, losses, expenses, compensation and liability whatsoever, which Second Releasors and each of them may now havehave or which may hereafter accrue to each of them against Second Releasees, heretofore including, but not limited to, the LAWSUIT and/or the Schedule 13D and/or any activity and/or transaction and/or occurrence with or involving the Second Releasors and each of them. This release, however, specifically excepts and does not release Jenner from any claims or defenses that Nord could assert against Jenner arising out of or pertaining to his employment with and/or termination by Nord. c. Nord waives, releases, relinquishes, and discharges the Individuax Xxxxxtors, (Geraldine Cruft, Evelyn Lang and Spitzer & Feldman as well as their xxxxxxxxxxxxxxx, xxxxxx, xxxorneyx, xxxxoyexx, xxxvants, directors, officers, subsidiaries, parents, successors and assigns (hereinafter referred to collectively as "Third Releasees" in this Release) from all claims, counterclaims, cross-claims, and causes of actions which Nord asserted or could have had asserted against Third Releasees in the LAWSUIT, or in any other action which Nord could have brought against Third Releasees based on Third Releasees' conduct or activities prior to the effective date of this Settlement Agreement. In addition, Nord is hereby settling and fully extinguishing all claims existing or potential, known or unknown, which have been made, which could be made, or which might be made against Third Releasees and/or each of them, and Nord does hereby forever release, acquit and discharge Third Releasees of and from any and all manner of claims, actions, demands, rights, damages, costs, losses, expenses, compensation and liability whatsoever, which Nord may now have or which may hereafter accrue to Nord against Third Releasees, including, but not limited to, the LAWSUIT and/or any activity and/or transaction and/or occurrence with or involving Nord and/or the management of Nord and/or the legal services provided to Nord by Lichter and Spitzer & Feldman through the effective date of this Setxxxxxxx Agrexxxxx. Thxx Xxxxase, however, specifically excepts and does not release any objections and/or defenses and/or claims that Nord may or could assert arising out of or related to Lichter's and Spitzer & Feldman's unpaid or unbilled charges for legxx xxxxxxes rexxxxxx on xxxxxx xx Nord unrelated to the LAWSUIT and/or the Schedule 13D. d. The Individual Directors, Geraldine Cruft, Evelyn Lang and Spitzer & Feldman (hereinafter refexxxx xx xxxxxxxivxxx xx "Xxxrth Rxxxxxxxs" xx xxxx Release) waive, release, relinquish and discharge Nord as well as its representatives, agents, attorneys, employees, servants, directors, officers, subsidiaries, parents, successors and assigns (hereinafter referred to collectively as "Fourth Releasees" in this Release) from all claims, counterclaims, cross-claims, and causes of actions which Fourth Releasors and each of them could have asserted against Fourth Releasees in the iGo Releasees LAWSUIT, or in any other action which Fourth Releasors and each of them could have brought against Nord based on Nord's conduct or activities prior to the effective date of this Settlement Agreement. In addition, Fourth Releasors and each of them are hereby settling and fully extinguishing all claims existing or potential, known or unknown, which have been made, which could be made, or which might be made against Nord, and Fourth Releasors and each of them do hereby forever release, acquit and discharge Nord of and from any and all manner of claims, actions, demands, rights, damages, costs, losses, expenses, compensation and liability whatsoever, which Fourth Releasors and each of them may now have or which may hereafter accrue to each of them against Nord, including but not limited to, the LAWSUIT and/or any activity and/or transaction and/or occurrence with or involving Nord and the Fourth Releasors and each of them. This Release, however, specifically excepts and does not release Nord from its obligations to Cruft and Lang under the Trust Agreement, the Amended Trust Agreement and any other retirement plans and the Rabbi Trusts established thereunder, except as provided in Exhibit "A" hereto, or the obligation to pay reasonable attorneys' fees and expenses in connection with this LAWSUIT as set forth in paragraph 16 above or to pay Spitzer & Feldman's unpaid or unbilled reasonable charges to Nord anx Xxxx Pacxxxx xxx other legal services rendered on behalf of Nord and Nord Pacific. e. In connection with the Mutual Releases set forth in Paragraphs a, b, c and d above, the parties acknowledge that claims or acts in addition to or different from those which are now known or believed to exist may hereafter be discovered with respect to the LAWSUIT and/or the Schedule 13D and/or any activity and/or transaction and/or occurrence with or involving the parties hereto and/or each or any combination of them, including the management of Nord and legal services provided to Nord by Lichter and Spitzer & Feldman. However, it is the intention of the pxxxxxx to fuxxx xxx foxxxxx xettle and release all claims against one another, including, but not limited to, those pertaining and/or related to the LAWSUIT and/or the Schedule 13D and/or claims arising out of or relating to any activity and/or transaction and/or occurrence with or involving the matters described in parties, and/or each or any combination of them, including the Rapparport Letter management of Nord and the Actionlegal services provided to Nord by Lichter and Spitzer & Feldman. f. Nothing contained in Paragraxxx x, their status b, c xxx x xbovx xxxxx be construed or interpreted as stockholders of iGoreleasing, affecting, or in any other actual or alleged action or omission of the iGo Releasees occurring on or prior to the Closing Time (the "Rapparport Claims"). Each Rapparport Releasor hereby represents and warrants to the iGo Releasees that such Rapparport Releasor is the sole holder and owner of any and all right, claim and/or interest that it is compromising, settling and/or releasing herein, and that no portion of the Rapparport Claims has been transferred, assigned, or encumbered. (b) Effective as of the Closing Time, and in consideration of the covenants and agreements set forth herein, except for (i) the obligations created by this Agreement, and (ii) the indemnification obligations of XMicro and its shareholders pursuant to the Purchase Agreement (as defined in the Prior Settlement Agreement at paragraph 2(ii)) (such items 2(b)(i) and 2(b)(ii) being collectively referred to as the "Unreleased iGo Claims"), the Company, iGo, Mobility and each iGo Affiliate (collectively, the "iGo Releasors"), each fully and forever release, discharge and acquit XMicro and Rapparport, and their respective officers, directors, employees, predecessors and successors in interest, subsidiary and parent entities, assigns and attorneys, agents, consultants, general partners, and limited partners from (collectively, the "Rapparport Releasees") and against any and all way limiting future claims, demands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches which arise after the date of contract or warranty, duty or relationship, acts, omissions, or liability of any type, kind, nature, description or character whatsoever, whether now known or unknown, whether heretofore existing or hereafter arising, whether liquidated or unliquidated, this settlement Agreement and/or which concern the iGo Releasors may now have, heretofore have had or hereafter may have against the Rapparport Releasees arising out of or relating to the matters described in the Rapparport Letter parties' rights and the Action, or any other actual or alleged action or omission of the Rapparport Releasees occurring on or prior to the Closing Time (the "iGo Claims"). Each iGo Releasor hereby represents and warrants to the Rapparport Releasees that such iGo Releasor is the sole holder and owner of any and all right, claim and/or interest that it is compromising, settling and/or releasing herein, and that no portion of the iGo Claims has been transferred, assigned, or encumberedobligations under this Settlement Agreement. (c) For purposes hereof, "Closing Time" shall mean the time which is two (2) hours prior to the Effective Time (as defined in the Merger Agreement), which Closing Time shall be deemed not to have occurred unless the Merger is thereafter consummated. If the Merger is consummated, then the Parties agree and understand that Rapparport shall be unconditionally entitled to receive all of the Deposited Funds (as defined in the Depository Agreement) and the Shares shall be deemed to be canceled as of the Closing Time, and as such, neither Rapparport nor XMicro shall be entitled to receive any consideration under the Merger Agreement as the Shares will not be outstanding immediately prior to the Effective Time.