Mutual Release. (a) In consideration of the agreements and undertakings of the Parties under this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, associates, trustees, officers, directors, shareholders, managers, members, successors, predecessors, agents, employees, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, associates, trustees, employees, officers, directors, shareholders, managers, members, agents, representatives, predecessors, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, penalties, fines, expenses, including attorneys’ fees, and demands, of every kind and nature whatsoever, whether now known or unknown, fixed or contingent, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement arising out of or in any way relating to the Merger Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Agreement.
The Executive acknowledges and agrees that the Executive has fully read, understands and voluntarily enters into this Agreement. The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the Executive’s choice before signing this Agreement. The Executive further acknowledges that the Company has not provided the Executive with any legal advice regarding this Agreement.
Mutual Warranties. Each Party represents and warrants to the other Party that, as of the Effective Date:
Mutual Release. Effective immediately upon execution of this Termination Agreement, each party releases and forever discharges the other party and all of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers from and against any and all actions, claims, suits, demands, payment obligations or other obligations or liabilities of any nature whatsoever, whether known or unknown, which such party or any of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers have had, now have or may in the future have directly or indirectly arising out of (or in connection with) any of the Credit Agreement, including any activities undertaken pursuant to any of the Credit Agreement.
Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated, upon written notice to all other Parties in accordance with [Section 10.11], by mutual agreement among all of the following: # NEE; # the EFH/EFIH Debtors; and # the Fidelity Funds.
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).
Mutual Acknowledgement. The Company and the Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit the Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise.
Section # Mutual Covenants.
Mutual Releases; Covenants Not to Sue and No Disparagement. The Parties hereby agree to the mutual releases, covenants not to sue and covenants not to disparage set forth in [Schedule C] as if fully included in this Agreement.
IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
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