Common use of SPECIAL RELEASES AND COVENANTS NOT TO XXX Clause in Contracts

SPECIAL RELEASES AND COVENANTS NOT TO XXX. 7.1. The Company: (a) fully releases, remises, exonerates forever and unconditionally discharges each of the Stockholders and their respective Affiliates, Associates, Representatives, employees, agents and advisors (each, a "Stockholder Releasee") from any and all liability and responsibility for any and all Company Claims (as hereinafter defined) and; (b) covenants and agrees not to participate in, commence or permit (to the extent within its control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Company Claim, and not to encourage, assist or cooperate with any Person in pursuing or asserting any Company Claim, against any Stockholder Releasee. As used in this agreement, "Company Claim" means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgement, account, reckoning, xxxx, xxxx, covenant, agreement, demand, of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the cost of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that the Company may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, (iii) the acquisition or ownership of any shares of Company Common Stock by any of the Stockholder Releasees, or (iv) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned, in connection with the foregoing.

SPECIAL RELEASES AND COVENANTS NOT TO XXX. 7.1. 8.1 The Company: (a) fully releases, remises, exonerates forever and unconditionally discharges each of the Stockholders DW Parties and each of their respective Affiliates, Associates, Representativesrepresentatives, employees, agents and advisors (each, a "“Stockholder Releasee"”) from any and all liability and responsibility for any and all Company Claims (as hereinafter defined) and); and (b) covenants and agrees not to participate in, commence or permit (to the extent within its control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Company Claim, and not to encourage, assist or cooperate with any other Person in pursuing or asserting any Company Claim, against any Stockholder Releasee. As used in this agreementAgreement, "“Company Claim" ” means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgementjudgment, account, reckoning, xxxx, xxxx, covenant, agreement, demand, demand of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' ’ fees and expenses, and the cost of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that the Company may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest 2006 Annual Meeting or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest2006 Annual Meeting, (iii) the acquisition or ownership of any shares of Company Common Stock by any of the Stockholder Releasees, or (iv) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, of or relating to, connected in any way with, or alleged, suggested or mentioned, in connection with to the foregoing.

SPECIAL RELEASES AND COVENANTS NOT TO XXX. 7.1. 7.1 The Company: (a) fully releases, remises, exonerates forever and unconditionally discharges each of the Stockholders Committee Parties and their respective Affiliates, Associates, Representatives, employees, agents and advisors (each, a "Stockholder Committee Releasee") from any and all liability and responsibility for any and all Company Claims (as hereinafter defined) and); and (b) covenants and agrees not to participate in, commence or permit (to the extent within its control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Company Claim, and not to encourage, assist or cooperate with any Person in pursuing or asserting any Company Claim, against any Stockholder Committee Releasee. As used in this agreement, "Company Claim" means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgementjudgment, account, reckoning, xxxx, xxxx, covenant, agreement, demand, of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the cost of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that the Company may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever whatsoever, resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, or (iii) the acquisition or ownership of any shares of Company Common Stock by any of the Stockholder Releasees, or (iv) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned, in connection with the foregoingProxy Contest; provided, however, that Company Claim shall not include any claim arising out of the performance of this Agreement.