Common use of Individual Release Clause in Contracts

Individual Release. IN CONSIDERATION of the payment of $ to be provided to me by Noront and the mutual covenants and releases contained herein, the sufficiency of which is hereby acknowledged, I, , do for myself and my heirs, executors, administrators and assigns (hereinafter collectively referred to as “I” or the “Individual”), forever release, remise and discharge Noront, its subsidiaries, affiliates and successors and all their respective officers, directors, employees, agents, insurers and assigns (hereinafter collectively referred to as the “Corporation”), jointly and severally from any and all actions, causes of actions, contracts (whether express or implied), claims and demands for damages, loss, or injury, suits, reinstatement, debts, sums of money, indemnity, expenses, interest, costs and claims of any and every kind and nature whatsoever, at law or in equity (collectively, “Claims”), which against the Corporation, I ever had, now have, or can hereafter have by reasons of or existing out of my holding one or more Company Directorships up to the Effective Time, including, but without limiting the generality of the foregoing, anything related to: (a) my role as holding one or more Company Directorships; (b) the cessation of my role as holding one or more Company Directorships immediately prior to the Effective Time; and (c) any and all Claims for damages, termination pay, director's fees, equity compensation, share ownership in Noront, bonuses, expenses, allowances, incentive payments, or any other benefits arising out of holding one or more Company Directorships. Notwithstanding anything contained herein, this Resignation & Mutual Release shall not extend to or affect, or constitute a release of any Claims arising from (A) any rights to indemnity or contribution that the Individual may have under applicable law, including the Business Corporations Act (Ontario), or the by-laws of the Corporation or any agreement with the Corporation, (B) any rights to contribution or indemnification that the Individual may have with respect to coverage under any applicable director’s and officer’s insurance policy of the Corporation, (C) the Individual’s rights to any other amounts payable pursuant to the arrangement agreement (the “Arrangement Agreement”) dated December 20, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Holdings Pty Ltd. and Wyloo Metals PTY Ltd., or (D) any breach of this Resignation & Mutual Release by the Corporation. For greater certainty, the release and discharge provided for herein by the Individual shall not apply or extend to or affect, or constitute a release or discharge of the Individual’s right to, or an agreement to refrain from bringing, any Claims which the Individual may in the future have for or by reason of any employment, office, directorship or other contractual relationship with the Corporation that is entered into on or after the Effective Time.

Individual Release. IN CONSIDERATION In consideration of the payment of $ to be provided to me by Noront mutual terms and the mutual covenants conditions expressed herein and releases contained hereinfor other good and valuable consideration, the sufficiency receipt and adequacy of which is are hereby acknowledged, II (the "Releasor", , do for myself and which term includes my heirs, executors, administrators administrators, successors and assigns (hereinafter collectively referred to as “I” or the “Individual”), forever assigns) hereby irrevocably release, remise and forever discharge Noront(i) the Company and (ii) its respective present and former officers, its subsidiariesmanagers, affiliates shareholders, agents and successors employees and all their respective officerspredecessors, directorssuccessors, employees, agents, insurers personal representatives and assigns (hereinafter collectively referred to as collectively, the “Corporation”), jointly "Releasees") of and severally from any and all actions, causes of actions, contracts (whether express or implied), claims and demands for damages, loss, or injuryaction, suits, reinstatement, debts, sums of moneyduties, demands, accounts, bonds, covenants, contracts, proceedings and claims for injuries, losses, damages, interest, costs, indemnity, expensesfines, interestpenalties, costs legal and claims professional fees and assessments or amounts of any and every kind and nature whatsoever, at law whatsoever (including any loss or in equity (collectively, “Claims”), which against damage not yet ascertained) arising from civil liability that I as a manager of the Corporation, I Company ever had, now havehave or can, shall or can may hereafter have for or by reasons reason of or existing in any way arising out of my holding one any cause, matter or more Company Directorships thing whatsoever existing up to the Effective Timepresent time (collectively, includingthe "Claims"). In particular, but without in any way limiting the generality of the foregoing, anything related to: (a) my role as holding one this Release shall apply to Claims arising for and by reason of or more Company Directorships; (b) the cessation in any way arising out of my role as holding one or more Company Directorships immediately prior to the Effective Time; and (c) any and all Claims claims and demands for damagesmoneys advanced, termination paysalary, director's fees, equity compensation, share ownership in Norontwages, bonuses, expenses, retirement or pension allowances, incentive paymentsfees, participation in profits or earnings, dividends or other remuneration or benefits enjoyed by me in connection with my appointment as a manager of the Company, as applicable or the termination of such managership, whether authorized or provided for by law, statute, contract, resolution, by-law or otherwise including, without limitation, the obligations, statutory, contractual or otherwise, of the Company to me in respect thereof, including, without limitation, any statutory entitlement to wages, vacation pay, termination pay, severance pay or any other benefits payment. I further covenant and agree not to directly or indirectly, join, assist, aid or act in concert in any manner whatsoever with any other person in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against the Releasees or any of them with respect to the matters released by this Release or with respect to which I agree not to make any claim or take any proceedings. I further covenant and agree not to make or continue any claim or complaint or initiate or continue any proceeding against any person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity or other relief over against the Releasees or any of them arising out of holding one or more Company Directorshipsin relation to the matters released or discharged pursuant to this Release. I hereby represent, warrant and covenant that I have not assigned and will not assign to any other person any of the Claims that I am releasing hereunder. I confirm that no consideration given to me by any Releasee is an admission of liability or responsibility by any Releasee and any such liability or responsibility is expressly denied. Notwithstanding anything contained hereinthe foregoing, this Resignation & Mutual Release shall not extend to or affect, affect or constitute a release of any Claims arising from (A) any rights the Releasor’s right to indemnity or contribution that the Individual may have under applicable law, including the Business Corporations Act (Ontario), or the by-laws of the Corporation or any agreement with the Corporation, (B) any rights to contribution or indemnification that the Individual may have with respect to coverage under any applicable director’s and officer’s insurance policy of the Corporation, (C) the Individual’s rights to any other amounts payable pursuant to the arrangement agreement (the “Arrangement Agreement”) dated December 20, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇s▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Holdings Pty Ltd. claim against or recover from the Releasees, and Wyloo Metals PTY Ltd., or (D) any breach of this Resignation & Mutual Release by the Corporation. For greater certainty, the release and discharge provided for herein by the Individual shall not apply or extend to or affect, or constitute a release or discharge of the Individual’s right to, or an agreement to refrain from bringing, taking or maintaining any Claims which action or claim against the Individual may Releasees, in respect of any corporate indemnity or any related insurance policy existing at or before the Time of Closing by any contract, statute or pursuant to any of the constating documents of the Releasees provided in the future have for or by reason Releasor’s favour in respect of the Releasor having acted at any employment, office, directorship or other contractual relationship with time as a manager of the Corporation that is entered into on or after the Effective TimeCompany.