Mutual Release and Waiver Sample Clauses
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Mutual Release and Waiver. (a) To the fullest extent permitted by law, BlueLine (for itself, its directors, officers, employees, agents, representatives, affiliates, heirs, successors, assigns, executors and/or administrators) does hereby and forever release and discharge Criticare and its directors, officers, employees, agents, attorneys, partners, stockholders, representatives and affiliates, past or present, and any successors or assigns thereof (each, a "Criticare Person"), from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character (other than fraud), known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court, which BlueLine has or may have against any Criticare Person by reason of any and all acts, omissions, events or facts occurring or existing prior to the Effective Time, including all claims arising under contract, tort, common law, or any federal, state or other governmental law, statute, regulation or ordinance or common law, excepting only those obligations expressly required to be performed hereunder.
(b) To the fullest extent permitted by law, Criticare (for itself, its directors, officers, employees, agents, representatives, affiliates, heirs, successors, assigns, executors and/or administrators) does hereby and forever release and discharge BlueLine and its directors, officers, employees, agents, attorneys, partners, stockholders, representatives and affiliates, past or present, and any successors or assigns thereof (each, a "BlueLine Person"), from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character (other than fraud), known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court, which Criticare has or may have against any BlueLine Person by reason of any and all acts, omissions, events or facts occurring or existing prior to the Effective Time, including, all claims arising under contract, tort, common law, or any federal, state or other governmental law, statute, regulation or ordinance or common law, excepting only those obligations expressly required to be performed hereunder.
(c) Except for...
Mutual Release and Waiver. To the extent a loss is covered by insurance in force, Port and Lessee hereby mutually release each other from liability and waive all right of recovery against each other for any loss from perils insured against under their respective fire insurance policies, including any extended coverage endorsements hereto; provided that this Agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of Port or Lessee.
Mutual Release and Waiver. Former Officer agrees to release, remise, acquit and discharge the Company, its officers, agents, employees, guarantors, consultants, independent contractors, attorneys, advisers, successors and assigns (the "Spectrum Group"), jointly and severally, from any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member of the Spectrum Group or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, from any and all claims, known or unknown, which the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to th...
Mutual Release and Waiver. In consideration of the mutual promises contained in this Agreement, the Company and the Executive agree as set forth below.
Mutual Release and Waiver. In consideration for the payment and promises described in paragraphs 3, 5 and 6 and elsewhere in this Agreement, the Parties to this Agreement fully release and forever discharge each other of and from any and all claims, actions, causes of action, back pay, front pay, contracts, agreements, compensation, pay, promises, charges, judgments, grievances, obligations, rights, demands, debts, sums of money, salaries, wages, benefits, physical injury, pain, suffering, emotional distress, compensatory damages, punitive damages, attorneys’ fees, expenses, costs, losses liabilities, damages, or accountings of whatever nature, whether known or unknown, disclosed or undisclosed, asserted or unasserted, in law or equity, contract or tort or otherwise (collectively, “Claim” or “Claims”), through the Effective Date of this Agreement, including, but not limited to, any and all Claims of gender or sex discrimination, harassment, retaliation, and any and all tort Claims or contract Claims or Claims for general damages, and any and all Claims arising under, made, regarding, or involving: any federal, state or local laws or under the common law; violations of any federal, state or local fair employment practices or civil rights laws or ordinances; Claims for personal injury, defamation, wrongful conduct, or wrongful discharge; the Civil Rights Acts of 1866 and 1871, as amended, 42 U.S.C. §1981; the Civil Rights Act of 1964, as amended, including Title VII; the Americans with Disabilities Act; the Age Discrimination in Employment Act, as amended; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act; the Fair Labor Standards Act; the Rehabilitation Act of 1973; Executive Order 11246; the federal Family and Medical Leave Act; state Family and Medical Leave Acts; Claims alleging retaliation under the Worker’s Compensation Act; the Unemployment Compensation Law; the National Labor Relations Act, as amended; the New Jersey Law Against Discrimination,
Mutual Release and Waiver. 4.1. The Original Contract and the Renegotiated Contract As of the Effective Date, each of the California State Releasing Parties for itself hereby releases, acquits and forever discharges any and all claims of any nature whatsoever that it ever had, now has, or hereafter can, shall, or may have against the Allegheny Released Parties based on, or arising out of, in whole or in part, (1) the Original Contract (including, without limitation, any claim based upon the effectiveness of the Original Contract due to an allegation that Allegheny is Bankrupt (as such term is defined in the Original Contract), or any alleged failure of Allegheny to provide performance assurances under the UCC or otherwise, or any assignment of the Original Contract allegedly in breach of the Original Contract), or (2) issues relating to the effectiveness, due authorization, validity, or enforceability of any of the obligations of any of the California State Releasing Parties under the Renegotiated Contract or whether such obligations are Just and Reasonable. The releases contained herein may be enforced, to the extent affecting the Renegotiated Contract, by any successor or assign of Allegheny under the Renegotiated Contract. This release does not constitute a waiver by the California State Releasing Parties of the right to pursue remedies under the Renegotiated Contract for acts and omissions from and after the Effective Date as provided therein, including but not limited to (1) claims of breach of an obligation created by the Renegotiated Contract, (2) claims of failure to perform under the Renegotiated Contract, and (3) disputes over the nature, but not the validity, of the obligations created by, or the meaning of any terms used in, the Renegotiated Contract. The release in this Paragraph 4.1 applies only to matters based on, or arising out of, in whole or in part, the generation, sale, purchase, ownership and/or transmission of electricity, natural gas and/or other utility or energy goods and services pursuant to the Original Contract and the Renegotiated Contract, and does not include matters of general applicability including, without limitation, environmental, permitting, health, safety and taxation. The Parties hereby stipulate and agree that this Settlement Agreement and the Renegotiated Contract were entered into as a result of arms'-length negotiations between the Parties. Further, the Parties believe that the rates, terms and conditions of the Renegotiated Contract are ...
Mutual Release and Waiver. In consideration of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases the other and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing release and waiver shall be applicable to the parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, Purchaser shall have no right or oblig...
Mutual Release and Waiver. SANDLER AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL AND ITS OFFICERS, AGENTS, EMPLOYEES, GUARANTORS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLER, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLER, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLER'S RELATIONSHIP WITH THE GLOBAL GROUP, (II) THE TERMINATION OF SUCH RELATIONSHIP OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBAL. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "SANDLER GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH THE GLOBAL GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE SANDLER GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL GROUP FURTHER AGREES THAT IT WILL NO...
Mutual Release and Waiver. To the extent a loss is covered by insurance in force, the Lessor and Tenant hereby mutually release each other from liability and waive all right of recovery against each otherfor any loss from perils insured against under their respective fire or other insurance policies, including any extended coverage endorsements or all risk endorsements thereto; provided that this agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of the Lessor or the Tenant.
Mutual Release and Waiver. Effective upon receipt by Flowserve of the Chart Termination Payment described in Section 2, each Party, on behalf of itself and on behalf of each of its respective past, present and future Affiliates and its and their respective Representatives, and the successors and assigns of each of them (collectively, the “Releasing Parties”, and each individually, a “Releasing Party”), hereby releases, discharges and agrees to hold harmless and covenants not to sue, to the fullest extent permitted by Law, each other Party and each other Party’s respective past, present and future Affiliates and its and their respective Representatives, and the successors and assigns of each of them (collectively, the “Released Parties”, and each individually, a “Released Party”), from any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees), howsoever arising, of every kind and nature, whether based on any law or right of action (including any claims under federal securities laws or state disclosure laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent (collectively, “Claims”), which the Releasing Parties, or any Releasing Party, ever had or now have or can have or shall or may hereafter have against the Released Parties, or any Released Party, in connection with, arising out of or based upon, directly or indirectly, the Merger Agreement or the transactions contemplated thereby, including any breach, non-performance, action or failure to act under the Merger Agreement, the proposed Mergers, the events leading to the termination of the Merger Agreement or any other agreement contemplated thereby, any deliberations or negotiations in connection with the proposed Mergers or this Agreement, or the consideration to have been received in connection with the proposed Mergers (such Claims so released, collectively, “Released Claims”). The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is inten...