Common use of Releases and Indemnification Clause in Contracts

Releases and Indemnification. As further consideration for the transactions contemplated hereby, the parties agree as follows: (a) At the Stage I Closing, without further action by the parties, CS Wireless shall release and forever discharge Heartland, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all actions claims, liabilities, damages, demands, responsibility and accountability of every nature whatsoever ("Claims"), whether known or unknown, which CS Wireless ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against Heartland arising out of that certain Administrative Services Agreement dated as of February 23, 1996 (the "Services Agreement") by and between Heartland and CS Wireless, including, without limitation, CS Wireless Systems, Inc. v. Heartland Wireless Communications, Inc.; Cause No. 98-CI-15104; 225tx Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx, xxom the beginning of the world to the Stage I Closing Date, or which CS Wireless may from and after the Stage I Closing Date have against Heartland by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. CS Wireless hereby agrees to withdraw, with prejudice, CS Wireless Systems, Inc. v. Heartland Wireless Communications, Inc.; Cause No. 98-CI-15104; 225th District Court, Bexar County, Texas on or before the Stage I Closing. (b) At the Stage I Closing, without further action by the parties, Heartland shall release and forever discharge CS Wireless, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which Heartland ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against CS Wireless arising out of the Services Agreement and any Claim capable of being asserted in connection therewith from the beginning of the world to the Stage I Closing Date, or which Heartland may hereafter have against CS Wireless by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. (c) At the Stage I Closing, without further action by the parties, each of the parties hereto shall release and forever discharges the other parties hereto, their respective subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which each such party ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against the other parties hereto arising solely out of the Participation Agreement or the Stockholders' Agreement from the beginning of the world to the Stage I Closing Date, or which each such party may hereafter have against the other parties hereto by reason of any matter, act, omission, cause or event arising solely out of the Participation Agreement or the Stockholders' Agreement, which has occurred or which has been done or suffered to be done before the date hereof. (d) CS Wireless acknowledges and ratifies the terms and conditions of that certain Separation Agreement dated as of October 19, 1998 (the "Separation Agreement") by and between

Releases and Indemnification. As further consideration for the transactions contemplated hereby, the parties agree as follows: (a) At the Stage I Closing, without further action by the parties, CS Wireless shall release and forever discharge Heartland, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all actions claims, liabilities, damages, demands, responsibility and accountability of every nature whatsoever ("Claims"), whether known or unknown, which CS Wireless ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against Heartland arising out of that certain Administrative Services Agreement dated as of February 23, 1996 (the "Services Agreement") by and between Heartland and CS Wireless, including, without limitation, CS Wireless SystemsWIRELESS SYSTEMS, Inc. v. Heartland Wireless CommunicationsINC. V. HEARTLAND WIRELESS COMMUNICATIONS, Inc.INC.; Cause NoCAUSE NO. 98-CI-15104; 225tx Xxxxxxxx Xxxxx000XX XXXXXXXX XXXXX, Xxxxx XxxxxxXXXXX XXXXXX, XxxxxXXXXX, xxom from the beginning of the world to the Stage I Closing Date, or which CS Wireless may from and after the Stage I Closing Date have against Heartland by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. CS Wireless hereby agrees to withdraw, with prejudice, CS Wireless SystemsWIRELESS SYSTEMS, Inc. v. Heartland Wireless CommunicationsINC. V. HEARTLAND WIRELESS COMMUNICATIONS, Inc.INC.; Cause NoCAUSE NO. 98-CI-15104; 225th District Court225TH DISTRICT COURT, Bexar CountyBEXAR COUNTY, Texas TEXAS on or before the Stage I Closing. (b) At the Stage I Closing, without further action by the parties, Heartland shall release and forever discharge CS Wireless, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which Heartland ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against CS Wireless arising out of the Services Agreement and any Claim capable of being asserted in connection therewith from the beginning of the world to the Stage I Closing Date, or which Heartland may hereafter have against CS Wireless by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. (c) At the Stage I Closing, without further action by the parties, each of the parties hereto shall release and forever discharges the other parties hereto, their respective subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which each such party ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against the other parties hereto arising solely out of the Participation Agreement or the Stockholders' Agreement from the beginning of the world to the Stage I Closing Date, or which each such party may hereafter have against the other parties hereto by reason of any matter, act, omission, cause or event arising solely out of the Participation Agreement or the Stockholders' Agreement, which has occurred or which has been done or suffered to be done before the date hereof. . (d) CS Wireless acknowledges and ratifies the terms and conditions of that certain Separation Agreement dated as of October 19, 1998 (the "Separation Agreement") by and betweenbetween Xxxxx X. Xxxxx ("Xxxxx") and CS Wireless. CS Wireless acknowledges that (i) Hosea has been employed by Heartland as Senior Vice President - Video Operations and (ii) Hosea's employment by Heartland does not violate or breach the Non-Compete Restrictions as defined and set forth in Section 5 of the Separation Agreement or any non-disclosure covenants contained in Paragraph 9(a) of the Employment Agreement dated as of April 2, 1997 or the Non-Disclosure Agreement dated as of April 2, 1997 between Hosea and CS Wireless. Notwithstanding anything to the contrary set forth in this Section 12(d), CS Wireless' acknowledgment set forth herein shall not modify or constitute a waiver of CS Wireless' rights to enforce Hosea's non-disclosure covenants relating to any person or entity other than Heartland or its existing wholly-owned subsidiaries set forth in Section 2 of the Separation Agreement or Hosea's obligations relating to any person or entity other than Heartland or its existing wholly-owned subsidiaries under the Employment Agreement and Non-Disclosure Agreement referred

Releases and Indemnification. As further consideration for the transactions contemplated hereby, the parties agree as follows: (a) At the Stage I Closing, without further action by the parties, CS Wireless shall release and forever discharge Heartland, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all actions claims, liabilities, damages, demands, responsibility and accountability of every nature whatsoever ("Claims"), whether known or unknown, which CS Wireless ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against Heartland arising out of that certain Administrative Services Agreement dated as of February 23, 1996 (the "Services Agreement") by and between Heartland and CS Wireless, including, without limitation, CS Wireless SystemsWIRELESS SYSTEMS, Inc. v. Heartland Wireless CommunicationsINC. V. HEARTLAND WIRELESS COMMUNICATIONS, Inc.INC.; Cause NoCAUSE NO. 98-CI-15104; 225tx Xxxxxxxx Xxxxx000{XX} XXXXXXXX XXXXX, Xxxxx XxxxxxXXXXX XXXXXX, XxxxxXXXXX, xxom from the beginning of the world to the Stage I Closing Date, or which CS Wireless may from and after the Stage I Closing Date have against Heartland by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. CS Wireless hereby agrees to withdraw, with prejudice, CS Wireless SystemsWIRELESS SYSTEMS, Inc. v. Heartland Wireless CommunicationsINC. V. HEARTLAND WIRELESS COMMUNICATIONS, Inc.INC.; Cause NoCAUSE NO. 98-CI-15104; 225th District Court000{XX} XXXXXXXX XXXXX, Bexar CountyXXXXX XXXXXX, Texas TEXAS on or before the Stage I Closing. (b) At the Stage I Closing, without further action by the parties, Heartland shall release and forever discharge CS Wireless, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which Heartland ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against CS Wireless arising out of the Services Agreement and any Claim capable of being asserted in connection therewith from the beginning of the world to the Stage I Closing Date, or which Heartland may hereafter have against CS Wireless by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. (c) At the Stage I Closing, without further action by the parties, each of the parties hereto shall release and forever discharges the other parties hereto, their respective subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which each such party ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against the other parties hereto arising solely out of the Participation Agreement or the Stockholders' Agreement from the beginning of the world to the Stage I Closing Date, or which each such party may hereafter have against the other parties hereto by reason of any matter, act, omission, cause or event arising solely out of the Participation Agreement or the Stockholders' Agreement, which has occurred or which has been done or suffered to be done before the date hereof. (d) CS Wireless acknowledges and ratifies the terms and conditions of that certain Separation Agreement dated as of October 19, 1998 (the "Separation Agreement") by and betweenbetween Xxxxx X. Xxxxx ("Xxxxx") and CS Wireless. CS Wireless acknowledges that (i) Hosea has been employed by Heartland as Senior Vice President - Video Operations and (ii) Hosea's employment by Heartland does not violate or breach the Non-Compete Restrictions as defined and set forth in Section 5 of the Separation Agreement or any non-disclosure covenants contained in Paragraph 9(a) of the Employment Agreement dated as of April 2, 1997 or the Non-Disclosure Agreement dated as of April 2, 1997 between Hosea and CS Wireless. Notwithstanding anything to the contrary set forth in this Section 12(d), CS Wireless' acknowledgment set forth herein shall not modify or constitute a waiver of CS Wireless' rights to enforce Hosea's non-disclosure covenants relating to any person or entity other than Heartland or its existing wholly-owned subsidiaries set forth in Section 2 of the Separation Agreement or Hosea's obligations relating to any person or entity other than Heartland or its existing wholly-owned subsidiaries under the Employment Agreement and Non-Disclosure Agreement referred to above CS Wireless expressly agrees to assume the Separation Agreement described above in any bankruptcy proceeding filed by or against CS Wireless.

Releases and Indemnification. As further consideration for the transactions contemplated hereby, the parties agree as follows: (a) At the Stage I Closing, without further action by the parties, CS Wireless shall release and forever discharge Heartland, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all actions claims, liabilities, damages, demands, responsibility and accountability of every nature whatsoever ("Claims"), whether known or unknown, which CS Wireless ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against Heartland arising out of that certain Administrative Services Agreement dated as of February 23, 1996 (the "Services Agreement") by and between Heartland and CS Wireless, including, without limitation, CS Wireless Systems, Inc. v. Heartland Wireless Communications, Inc.; Cause No. 98-CI-15104; 225tx Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx, xxom the beginning of the world to the Stage I Closing Date, or which CS Wireless may from and after the Stage I Closing Date have against Heartland by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. CS Wireless hereby agrees to withdraw, with prejudice, CS Wireless Systems, Inc. v. Heartland Wireless Communications, Inc.; Cause No. 98-CI-15104; 225th District Court, Bexar County, Texas on or before the Stage I Closing. (b) At the Stage I Closing, without further action by the parties, Heartland shall release and forever discharge CS Wireless, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which Heartland ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against CS Wireless arising out of the Services Agreement and any Claim capable of being asserted in connection therewith from the beginning of the world to the Stage I Closing Date, or which Heartland may hereafter have against CS Wireless by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. (c) At the Stage I Closing, without further action by the parties, each of the parties hereto shall release and forever discharges the other parties hereto, their respective subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which each such party ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against the other parties hereto arising solely out of the Participation Agreement or the Stockholders' Agreement from the beginning of the world to the Stage I Closing Date, or which each such party may hereafter have against the other parties hereto by reason of any matter, act, omission, cause or event arising solely out of the Participation Agreement or the Stockholders' Agreement, which has occurred or which has been done or suffered to be done before the date hereof. (d) CS Wireless acknowledges and ratifies the terms and conditions of that certain Separation Agreement dated as of October 19, 1998 (the "Separation Agreement") by and betweenbetween Franx X. Xxxxx ("Xosex") xnd CS Wireless. CS Wireless acknowledges that (i) Hosea has been employed by Heartland as Senior Vice President - Video Operations and (ii) Hosea's employment by Heartland does not violate or breach the Non-Compete Restrictions as defined and set forth in Section 5 of the Separation Agreement or any non-disclosure covenants contained in Paragraph 9(a) of the Employment Agreement dated as of April 2, 1997 or the Non-Disclosure Agreement dated as of April 2, 1997 between Hosea and CS Wireless. Notwithstanding anything to the contrary set forth in this Section 12(d), CS Wireless' acknowledgment set forth herein shall not modify or constitute a waiver of CS Wireless' rights to enforce Hosea's non-disclosure covenants relating to any person or entity other than Heartland or its existing wholly-owned subsidiaries set forth in Section 2 of the Separation Agreement or Hosea's obligations relating to any person or entity other than Heartland or its existing wholly-owned subsidiaries under the Employment Agreement and Non-Disclosure Agreement referred to above CS Wireless expressly agrees to assume the Separation Agreement described above in any bankruptcy proceeding filed by or against CS Wireless.