Mutual General Release Clause Samples
A Mutual General Release clause serves to discharge both parties from any existing or potential claims related to their agreement or prior dealings. In practice, this means that after signing, neither party can pursue legal action or demand compensation for matters covered by the release, regardless of whether those issues were known at the time. This clause is essential for ensuring that both sides can move forward without fear of future disputes arising from past interactions, thereby providing finality and peace of mind.
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Mutual General Release. (i) In consideration of the release set forth in Section 8(q)(ii), effective as of the Closing (the "Effective Time") each Investor, severally and not jointly, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Investor Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, but subject to Section 8(q)(iii) below, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Investor Claims"), that any of the Investor Releasing Persons had or currently has against (i) the Company, (ii) any of the Company's current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Company's or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Company Released Persons"), including, without limitation, Investor Claims arising out of or relating to the Securities Purchase Agreement, the Articles of Amendment, the Series B Registration Rights Agreement, the Series B Warrants, the Redemption Agreement, the Redemption Registration Rights Agreement, the Exchanged Warrants and the New Warrants (collectively, the "Released Documents") other than Investor Claims arising after the Effective Time.
(ii) In further consideration of the Investors entering into this Agreement, effective as of the Effective Time, the Company on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Company Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, but subject to Section 8(q)(iii) below, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Company Claims"), that any of the Company Releasing Persons had or currently...
Mutual General Release. Except as may arise under or in connection with this Agreement and the Surviving Obligations, the Company and the Buyer hereby release and forever discharge each party hereto and its predecessors, successors and assigns, employees, shareholders, partners, managing members, officers, directors, agents, subsidiaries, divisions and affiliates from any and all claims, causes of actions, suits, demands, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments whatsoever in law or in equity, whether known or unknown, including, but not limited to, any claim arising out of or relating to the transactions described in the Purchase Agreement and Transaction Documents (other than the Registration Rights Agreement or the Surviving Obligations) which any party hereto had, now has or which its heirs, executors, administrators, successors or assigns, or any of them, hereafter can, shall or may have, against any party hereto or such parties predecessors, successors and assigns, employees, shareholders, partners, managing members, officers, directors, agents, subsidiaries, divisions and affiliates, for or by reason of any cause, matter or thing whatsoever, whether arising prior to, on or after the date hereof, provided, however, that (i) this Agreement, (ii) the Surviving Obligations including, but not limited to, the Registration Rights Agreement, shall continue in full force and effect as the legal, valid and binding obligation of each party thereto enforceable against each such party in accordance with its terms.
Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing:
(a) Seller, on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to ▇▇▇ and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.
(b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to ▇▇▇ and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating t...
Mutual General Release. (a) Except as otherwise expressly provided herein, Director hereby releases and forever discharges PPBI, the Bank, and their officers, directors, agents, affiliates, successors and assigns, from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, demands, obligations, accounts, expenses, actions, causes of action and suits, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever (collectively, "Claims"), which Director now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to Director's rights to enforce the provisions of this Agreement.
(b) Except as otherwise expressly provided herein, PPBI and the Bank hereby release and forever discharge Director and his heirs, personal representatives, successors and assigns, from any and all Claims, which PPBI now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement.
(c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have ...
Mutual General Release. In exchange for the mutual consideration and the Company's payments and other undertakings as described herein, the Company and the Executive, for their selves and their heirs, legal representatives, successors and assigns, do hereby completely release and forever discharge each other and their heirs, the Company's parent, subsidiary and affiliated companies, and their respective shareholders, officers, directors, representatives, employees, former employees, agents, attorneys, successors and assigns (herein collectively "the Releasees") from all claims, rights, demands, actions, obligations and causes of action of any and every kind, nature and character, known or unknown, that either party may now have or has ever had against them, arising from or in any way connected with the employment relationship between the parties, any actions taken by any of the Releasees during the employment relationship, the termination of that relationship, and any other dealings of any kind between Executive and any of the Releasees up to the effective date of the Agreement, including but not limited to (a) any and all claims of "wrongful discharge," breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud and defamation; (b) any tort of any nature; (c) any and all claims arising under any federal, state, county or municipal statute, constitution or ordinance, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for benefits under a plan or program subject thereto), and any other laws and regulations relating to employment discrimination; and (d) any and all claims for compensation, bonuses, severance pay, vacation pay, expense reimbursement, attorneys' fees and costs. Nothing herein shall limit Executive's rights to indemnification under the Company's bylaws or other organizational documents or to post-termination coverage under and pursuant to the terms of the Company's D&O insurance policies.
Mutual General Release. Subject to this Agreement becoming effective, Employee, on behalf of himself, his spouse, successors, heirs, and assigns, hereby forever releases and discharges the “Company Parties” (as defined below) from and with respect to, any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, fixed or contingent (collectively, “Claims”), including without limitation, any claims based upon contract, tort, or under any federal, state, local or foreign law, that the Employee may have, or in the future may possess, arising out of any aspect of Employee’s employment relationship with and service as an employee, officer, director, manager or agent of the Company or any of its subsidiaries, or the termination of such relationship or service, that occurred, existed or arose on or prior to the Employee’s execution of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following:
(a) Anti-discrimination statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination b...
Mutual General Release. (a) The Executive hereby releases and forever discharges the Company, its past, present and future subsidiaries, divisions, affiliates, and its and their respective predecessors, successors and assigns, and each of their past, present and future employees, officers, directors, agents, insurers, employee welfare benefit plans, employee pension benefit plans and deferred compensation plans, and their trustees, administrators and other fiduciaries, and all persons acting by, through, under or in concert with them, or any of them (the “Company Released Patties”), of and from any manner of action, cause of action, in law or in equity, suit, debt, lien, contract, agreement, promise, liability, claim, demand, damage, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent arising out of or related in any way to his employment with Commercial Capital Bank or the Company or Executive’s acts and omissions as an officer of Commercial Capital Bank or the Company, (hereinafter called “Claims”), which Executive now has or may hereafter have against the Company Released Parties, or any of them, by reason of any matter, cause or thing whatsoever from the beginning of time to the date the Executive signs this Release. The Executive understands that this release includes, without limitation, all Claims Executive may have: • relating to Executive’s hire, employment, remuneration (including salary, bonus, incentive or other compensation, stock options, vacation, sick leave, health insurance benefits, benefits from any employee stock ownership, stock option plans, profit-sharing and/or deferred compensation plan) or termination of employment by the Company; • or retaliation under any law alleging discrimination (including any Claims under Title VII of the Civil Rights Act of 1964, as amended; the Consolidated Omnibus Budget Reconciliation Act; the Age Discrimination in Employment Act, as amended; the Employee Retirement Income Security Act, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act, as amended the Reconstruction Era Civil Rights Act, as amended; the Rehabilitation Act, as amended; the Family and Medical Leave Act; other applicable state or local employment discrimination statutes; applicable wage and hour statutes; and/or any other local, state or federal law of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the...
Mutual General Release. In consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the Effective Date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including, but not limited to, any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Claims (collectively, the “Released Claims”). The foregoing release of HPO is expressly conditioned upon the timely (time being of the essence) and complete delivery of the deliverables in Section 6.
Mutual General Release. Effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ the Company fully, forever, irrevocably and unconditionally release, remise, and discharge each other from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature whatsoever, whether known or unknown, either at law, in equity, or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period (collectively referred to as "Claims") including, but not in limitation of the foregoing general terms, any Claims, asserted or unasserted, arising from his employment with or separation from ArQule, and specifically including any Claims under any federal or state labor, employment or discrimination laws, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards Act of 1938, as amended, the Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Law, or at common law, except that this release shall not apply to any Claims with respect to the obligations or agreements of the parties under this Agreement and except that this release also shall not apply to any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant to the Company's Amended and Restated Certificate of Incorporation or its By-Laws, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Release, subject to the exceptions stated above. In addition, and not in limitation of the foregoing, effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacity.
Mutual General Release. In exchange for the mutual promises made herein and the benefits described in paragraph 2 of this Agreement, ▇▇▇▇▇▇, on behalf of himself and his estate, heirs, executors and personal representatives, and the Company, on behalf of itself and its predecessors, successors, assigns, agents and, in each case, all persons acting by, through, under or in concert with any of them, hereby release and discharge fully, finally and forever one another and their respective estate, heirs, executors, personal representatives, employees, officers, directors, stockholders, predecessors, successors, assigns, agents, attorneys and accountants, and all persons acting by, through, under or in concert with any of them (individually and collectively, the "Released Parties") from all claims, demands, obligations, losses, causes of action, in law or in equity, costs, expenses, suits, debts, liens, promises, damages, attorneys' fees and liabilities of any nature whatsoever, known or unknown, fixed or contingent, whether based upon contract, tort or statute which they now have or may hereafter have against the Released Parties by reason of any and all acts, omissions, events or facts occurring or existing prior to the Effective Date including, but not limited to, the following: any alleged breach of the Management Employment Agreement, as amended on September 18, 2001, or any other agreement or policy to which the Company is a party; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other alleged legal restrictions relating to ▇▇▇▇▇▇'▇ employment and the termination thereof; and any alleged violation of any federal, state or local statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act of 1990; the California Fair Employment and Housing Act, as amended; the California Labor Code, as amended; and/or any other local, state, or federal law governing discrimination in employment and/or the payment of wages and benefits, or any matters arising out of, or relating to, ▇▇▇▇▇▇'▇ employment relationship with the Company (collectively, the "Released Matters"). Notwithstanding the foregoing, (a) the Released Matters shall not include, and nothing herein sha...