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By Mutual Consent
By Mutual Consent contract clause examples

Each of Viacom, its subsidiaries, affiliates under its control, predecessors, successors and assigns, and the current and former directors, officers, employees, agents, attorneys and representatives of each of them (collectively, the “Viacom Parties”), hereby releases and forever discharges from all liability # the NAI Entities, their respective parents, stockholders, members, subsidiaries, affiliates under its control, predecessors, successors and assigns, and the current and former directors, officers, managers, trustees, employees, agents, attorneys, representatives of each of them, except for Dauman and Abrams, and # SMR, SER, the Trust and all of its Trustees, Jankowski, Krutick, Tyler, Brandon, Ostheimer, Harvey, Haylee, Lauren, Phyllis, Andelman, Jacobs, Lewin and the agents, attorneys, representatives, heirs, executors and assigns of each of them, individually and in all other capacities (including as trustee or beneficiary of the Trust, as parent or guardian of a beneficiary of the Trust, or as officer, manager or director of one or more of the NAI Entities), except for Dauman and Abrams ((w) and (x) collectively, the “NAI/Redstone Parties”), # the New Directors and the agents, attorneys, representatives, heirs, executors and assigns of each of them (collectively, the “New Director Releasees”), and # Dauman, Abrams, Salerno, McGarvie, Schwartz, Phillips, Sorrell, Norville, Dooley, and the agents, attorneys, representatives, heirs, executors and assigns of each of them, individually and in all other capacities (including as Trustee of the Trust and as manager or director of the NAI entities) (collectively, the “Officer and Director Parties”), from any and all Claims (defined below) which such Viacom Party ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date of this Settlement, including, but not limited to, any and all Claims arising out of or relating to conduct alleged in, or the claims asserted in or that could have been asserted in, the Massachusetts Action, the California Action, or the Delaware Actions; provided, however, that the releases set forth in this Section 7 shall not affect the Parties’ obligations set forth in this Settlement or limit claims preserved by Dauman pursuant to the First Dauman Release and the Second Dauman Release and shall not affect the rights of the Viacom Parties to coverage for indemnification under any preexisting insurance policies. The New Director Releasees are intended third party beneficiaries of this Paragraph 7(a).

Each of the Officer and Director Parties hereby releases and forever discharges from all liability # the NAI/Redstone Parties and # the New Director Releasees from any and all Claims which such Officer and Director Party ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date of this Settlement, including, but not limited to, any and all Claims arising out of or relating to conduct alleged in, or the claims asserted in or that could have been asserted in, the Massachusetts Action, the California Action, or the Delaware Actions; provided, however, that the releases set forth in this Section 7 shall not affect the Parties’ obligations set forth in this Settlement or limit claims preserved by Dauman pursuant to the First Dauman Release and the Second Dauman Release, and shall not affect the rights of the Officer and Director Parties to coverage for indemnification under any preexisting insurance policies or under any preexisting indemnity rights, obligations or arrangements any of the Officer and Director Parties may have with Viacom. The New Director Releasees are intended third party beneficiaries of this Paragraph 7(c).

Each of the NAI/Redstone Parties hereby releases and forever discharges from all liability # the Viacom Parties and # the Officer and Director Parties from any and all Claims which such NAI/Redstone Party ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date of this Settlement, including, but not limited to, any and all Claims arising out of or relating to conduct alleged in, or the claims asserted in or that could have been asserted in, the Massachusetts Action, the California Action, or the Delaware Actions; provided, however, that the releases set forth in this Section 7 shall not affect the Parties’ obligations set forth in this Settlement, and shall not affect the rights of the NAI/Redstone Parties to coverage for indemnification under any preexisting insurance policies or under any preexisting indemnity rights, obligations or arrangements any of the NAI/Redstone Parties may have with Viacom.

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