Exhibit 99.7
GENERAL RELEASE
As an inducement for Halifax Corporation, a Virginia
corporation ("Buyer"), to deliver the Merger Consideration and to
otherwise complete the transactions contemplated by that certain
Agreement and Plan of Merger (the "Merger Agreement") dated
August 29, 2003, by and among Buyer, Microserv Merger Corp., a
Delaware corporation and wholly-owned subsidiary of Buyer
("Merger Sub"), Microserv Merger LLC, a Delaware limited
liability company and wholly-owned subsidiary of Buyer ("Newco
LLC"), Microserv, Inc., a Washington corporation (the "Company"),
and the shareholders of Microserv who are parties to the Merger
Agreement, and for other good and valuable consideration,
including, in the case of certain employees of the Company,
severance benefits and stay bonuses to which such employees were
not otherwise entitled, the receipt of which is hereby
acknowledged, and intending to be legally bound hereby, the
undersigned hereby release, remise and forever discharge (i)
Microserv, its subsidiaries and affiliates and their respective
predecessors and each and every one of their past and present
directors, officers, employees, agents, servants and shareholders
of each and every one of them (collectively referred to herein as
the "Microserv Released Parties") and (ii) each of Buyer, Merger
Sub and Newco LLC, their subsidiaries and affiliates and their
respective predecessors and each and every one of their past and
present parents, subsidiaries, affiliates, divisions and
partnerships in which any of the foregoing has, had or may have
any interest, and the past and present directors, officers,
employees, agents, servants, shareholders, members, managers and
partners of each and every one of them (collectively, the "Buyer
Released Parties" and together with the Microserv Released
Parties, the "Released Parties"), from any and all actions,
causes of action, claims, demands, rights, suits, accountings,
debts, dues, accounts, bonds, options, warrants, covenants,
contracts, agreements, duties or obligations of whatever kind or
nature, whether at law or equity, or otherwise known or unknown,
by reason of any matter or thing whatsoever which the undersigned
have, had or may have against the Released Parties, including
without limitation, the release and discharge of any option or
other right to acquire any capital stock of the Company which is
unexercised at the time of Closing; provided, however, that
notwithstanding the foregoing (a) the Buyer Released Parties
shall only be released hereunder with respect to claims of the
undersigned against the Microserv Released Parties that are
released hereunder for which the Buyer Released Parties may be
held responsible as a successor in interest to such Microserv
Released Parties, and (b) the undersigned shall not release the
Buyer Released Parties hereunder for obligations of such Buyer
Released Parties pursuant to (i) the Merger Agreement or (ii) any
other document or agreement by and among any of the Buyer
Released Parties, on the one hand, and one or more of the
undersigned, on the other hand, delivered pursuant to, and as
expressly contemplated by, the Merger Agreement at the time of
Closing thereunder.
Each of the undersigned will severally, but not jointly,
hold the Released Parties harmless from and will indemnify the
same for all reasonable expenses and costs (including, without
limitation, reasonable attorney's fees) which such Released
Parties may suffer or incur by reason of a breach of any of the
provisions hereof by such breaching party, which provisions shall
be construed in accordance with the laws of the State of
Delaware.
All capitalized terms utilized herein, and not otherwise
defined, shall have their respective meanings contained in the
Merger Agreement.
This General Release may be executed in one or more
counterparts, including by facsimile, each of which shall be
deemed an original and all of which together shall constitute one
and the same instrument, and, when signed by all of the parties
hereto, shall become legally binding on such parties effective as
of the date hereof.
The undersigned acknowledge that each of them has read this
General Release and has had the opportunity to obtain the advice
of counsel with respect thereto.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have hereunto signed
this General Release on this 29th day of August, 2003.
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
The Xxxxxxx 1996 Revocable Trust Dated
November 13, 1996
/s/ Xxxx Xxxxxxx III
By: Xxxx Xxxxxxx XXX
G. and X. Xxxxx Living Trust dated
October 29, 1968
/s/ Xxxxxx X. Xxxxx
By: Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
NEW VENTURE ASSOCIATES, LLC PROFIT SHARING PLAN
By: /s/ Xxxxxxx X. Xxxxx
Name:
Title:
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
[Signature page to General Release]
/s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Mark Working
Mark Working
/s/ X.X. Xxxxxxxxxxx
X.X. Xxxxxxxxxxx
/s/ Xxx Xxxxxx
Xxx Xxxxxx
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
[Signature page to General Release]
