MUTUAL RELEASE
IN CONSIDERATION OF the mutual releases hereinafter set forth, __________________, a ____________ corporation (the "Company"); __________________, a ____________ corporation (the "Guarantor"); and [an individual ] ("ABC"), residing at __________________, ____________, ____________, hereby agree as follows.
Termination of Agreement
1. Subject to Section 4 hereof, the ____________ Agreement between the Company and ABC dated ____________, ____, (the "Agreement") is hereby cancelled, and the Company and ABC each (i) releases the other from any and all obligations thereunder, and (ii) confirms that it or she, as the case may be, has no further rights thereunder.
Release By Company And Guarantor
2. The Company and the Guarantor each hereby releases ABC from any and all actions, causes of action, damages, judgments, liabilities, obligations and claims whatsoever (including, without limitation, any that are contingent), in law or in equity, WHETHER KNOWN OR UNKNOWN, arising out of or in connection with any act, omission, transaction, event, agreement, or other matter whatsoever from the beginning of the world to the date of this Release.
Release By ABC
3. Subject to Section 4 hereof, ABC hereby releases each of the Company and the Guarantor and the present and former officers, directors, shareholders, employees, agents and attorneys of each of them from any and all actions, causes of action, damages, judgments, liabilities, obligations and claims whatsoever (including, without limitation, any that are contingent), in law or in equity, WHETHER KNOWN OR UNKNOWN, arising out of or in connection with any act, omission, transaction, event, agreement, or other matter whatsoever from the beginning of the world to the date of this Release.
Reservation Of Rights: Indemnity; Bankruptcy
4. The release by ABC of the Company and the Guarantor under this Mutual Release does not apply to and will be null and void with respect to (i) any obligation of indemnity which the Company may have, now or in the future, to ABC by reason of any claim, cause of action or other matter whatsoever, whether civil or criminal, asserted or which may in the future be asserted against ABC including, without limitation, the obligations of the Company to ABC under Section of the Agreement, (ii) the obligations of the Guarantor to ABC under the guarantee dated ____________, ____, issued by the Guarantor to ABC insofar as those obligations pertain to the Company's obligations of indemnity described in item (i), and (iii) any obligation pertaining to any amount which ABC has received or now or in the future does receive from the Company or the Guarantor and which ABC is required to return in any bankruptcy, insolvency or other similar proceeding involving the Company, the Guarantor or any other person or entity.
Beneficiaries Of The Release
5. The present and former officers, directors, share-holders, employees, agents and attorneys described in Section 3 are and shall be third-party beneficiaries of this Mutual Release. This Mutual Release will inure to the benefit of the respective heirs, administrators, executors, successors and assigns of the parties hereto and of the said third-party beneficiaries.
Amendment
6. This Mutual Release may be amended only by an instrument in writing signed by the Company, the Guarantor and ABC.
Governing Law
7. This Mutual Release will be governed by and construed in accordance with the law of the State of ____________.
IN WITNESS WHEREOF, the Company, the Guarantor and ABC have executed this Mutual Release dated the ______ day of ____________, ____.
[----------Company---------]
__________________ By: _________________
ABC Name:
Title:
[----------Guarantor---------]
By: __________________
Name:
Title:
[ADD LOCAL FORM OF NOTARIAL ACKNOWLEDGMENTS]