Common use of Mutual Release and Waiver Clause in Contracts

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 those obligations created by or arising out of this Agreement and except as limited in this Agreement, it is the intention of BlueLine and Criticare in executing this Agreement that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention and to the fullest extent permitted by law, BlueLine and Criticare hereby expressly and mutually consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. (d) BlueLine and Criticare acknowledge that each Party may hereafter discover claims or facts in addition to or different from those which each Party now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement. To the fullest extent permitted by law, BlueLine and Criticare hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts (other than rights, claims or other causes of action arising out of fraud).

Mutual Release and Waiver. (a) To the fullest extent permitted by law, BlueLine Laddcap (for itself, its directors, officers, employees, agents, representatives, affiliates, heirs, successors, assigns, executors and/or administrators) does hereby and forever release and discharge Criticare Delcath and its directors, officers, employees, agents, attorneys, partners, stockholders, representatives and affiliates, past or present, and any successors or assigns thereof (each, a "Criticare “Delcath 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)character, 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 Laddcap has or may have against any Criticare Delcath Person by reason of any and all acts, omissions, events or facts occurring or existing prior to the Effective Time, including including, without limitation, 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 recited to be performed hereunder. (b) To the fullest extent permitted by law, Criticare Delcath (for itself, its directors, officers, employees, agents, representatives, affiliates, heirs, successors, assigns, executors and/or administrators) does hereby and forever release and discharge BlueLine Laddcap and its directors, officers, employees, agents, attorneys, partners, stockholders, representatives and affiliates, past or present, and any successors or assigns thereof present (each, a "BlueLine “Laddcap 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)character, 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 Delcath has or may have against any BlueLine Laddcap Person by reason of any and all acts, omissions, events or facts occurring or existing prior to the Effective Time, including, without limitation, 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 recited to be performed hereunder; provided, however, that Delcath only releases and discharges ▇▇▇▇▇ to the extent expressly provided for in a separate, stand-alone agreement between Delcath and ▇▇▇▇▇, and ▇▇▇▇▇ shall not be deemed to be a Laddcap Person for purposes of this release. (c) Except for those obligations created by or arising out of this Agreement and except as limited in this Agreement, it is the intention of BlueLine Laddcap and Criticare Delcath in executing this Agreement that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention intention, Laddcap and to the fullest extent permitted by law, BlueLine and Criticare Delcath hereby expressly and mutually consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. (d) BlueLine Laddcap and Criticare Delcath acknowledge that each Party party may hereafter discover claims or facts in addition to or different from those which each Party party now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreementsettlement. To the fullest extent permitted by law, BlueLine Laddcap and Criticare Delcath hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts (other than rights, claims or other causes of action arising out of fraud)facts.

Mutual Release and Waiver. (a) a. To the fullest extent permitted by law, BlueLine the Company (for itself, its directors, officers, employees, agents, representatives, affiliatesAffiliates, heirs, successors, assigns, executors and/or and administrators) does hereby and forever release and discharge Criticare Parent and its Merger Sub and each of their respective directors, officers, employees, agents, attorneys, partners, stockholders, representatives and affiliatesAffiliates, past or present, and any successors or assigns thereof (each, a "Criticare “Parent 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 courtcourt or administrative or regulatory body (collectively, “Claims”), which BlueLine the Company has or may have against any Criticare Parent Person by reason of any and all acts, omissions, events or facts occurring or existing prior (but not subsequent) to the Effective Timedate of this Amendment in connection with the covenants and agreements set forth in the Merger Agreement, including all claims any such 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 hereunderordinance. (b) b. To the fullest extent permitted by law, Criticare each of Parent and Merger Sub (for itself, its directors, officers, employees, agents, representatives, affiliatesAffiliates, heirs, successors, assigns, executors and/or and administrators) does hereby and forever release and discharge BlueLine the Company and each of its directors, officers, employees, agents, attorneys, partners, stockholders, representatives and affiliatesAffiliates, past or present, and any successors or assigns thereof (each, a "BlueLine “Company 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 Claims which Parent 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 Merger Sub has or may have against any BlueLine Company Person by reason of any and all acts, omissions, events or facts occurring or existing prior (but not subsequent) to the Effective Timedate of this Amendment in connection with the covenants and agreements set forth in the Merger Agreement, including, all claims including any such 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 hereunderordinance. (c) Except for those obligations created by or arising out of this Agreement and except as limited in this Agreement, it c. It is the intention of BlueLine and Criticare the parties in executing this Agreement Amendment that the same release set forth on this Paragraph 2 shall be effective as a bar to each and every claim, demand and cause of action Claim hereinabove specified. In furtherance of this intention and to the fullest extent permitted by law, BlueLine and Criticare the parties hereby expressly and mutually consent that this Agreement Paragraph 2 shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. (d) BlueLine and Criticare acknowledge that each Party may hereafter discover claims or facts in addition to or different from those which each Party now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement. To the fullest extent permitted by law, BlueLine and Criticare hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts (other than rights, claims or other causes of action arising out of fraud).