Mutual Release; Covenant Not to Sue Sample Clauses

Mutual Release; Covenant Not to Sue. (a) Notwithstanding anything in the Merger Agreement or any Ancillary Documents that may be deemed to the contrary, each Party, for and on behalf of itself and its Related Parties (as defined below), does hereby unequivocally, irrevocably, completely, finally and forever release and discharge, and hold harmless, to the fullest extent permitted by applicable laws, each other Party and any of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, financing sources, Affiliates (including controlling persons and parent companies), officers, directors, members, managers and employees of Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (“Related Parties”), from any and all past, present, direct, indirect, and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, ▇▇▇▇▇, damages, judgments, remedies, executions, demands, liens and damages of whatever nature, in law, equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of execution of this Agreement, that in any way arise from or out of, are based upon, or are in connection with or relate to (i) the Merger Agreement, the Ancillary Documents and the other agreements and documents contemplated hereby or thereby (collectively, the “Transaction Documents”), (ii) any breach, non-performance, action or failure to act under the Transaction Documents, and (iii) the proposed Transactions, including the events leading to the termination of the Merger Agreement or any Ancillary Document (collectively, the “Released Claims”); provided, however, that (x) no Party shall be released from any breach, non-performance, action or failure to act under this Agreement and (y) notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 6.14 (Confidential Information) and Section 9.1 (Waiver of Claims Against Trust) of the Merger Agreement shall continue to apply to the Purchaser, the Company and Company Stock...
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Mutual Release; Covenant Not to Sue. A. To the greatest extent permitted by law, SB 2011, for itself and its respective owners, managers, members, officers, directors, beneficiaries, shareholders, employees, agents, attorneys, representatives, insurers, successors, predecessors, heirs, beneficiaries, and assigns (the “SB 2011 Included Persons”) hereby agrees to release and forever discharge the Village, including without limitation the Village’s current and former officers, officials, employees, agents, attorneys, representatives, insurers, successors, predecessors, heirs, beneficiaries, and assigns (the “Village’s Included Persons”) from and regarding all claims SB 2011 has or might have as of the Effective Date, whether known or unknown, that are or may be based directly or indirectly upon SB 2011’s claims and allegations contained in (or that could have been contained in) the Lawsuit, or any alleged act or omission by the Village or the Village’s Included Persons relating directly or indirectly to the Lawsuit or matters alleged (or that could have been alleged) therein, accruing prior to the Effective Date. SB 2011, for itself and the SB 2011 Included Persons, hereby fully, finally, and unconditionally releases, compromises, waives, and forever discharges the Village and the Village’s Included Persons from and for any and all such claims, liabilities, suits, discrimination, or other charges, personal injuries, demands, debts, liens, damages, costs, grievances, injuries, actions, or rights of action of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, in law or in equity, which were or was or could have been filed with any federal, state, local, or private court, agency, arbitrator, or any other entity prior to the Effective Date. Other than as provided herein, SB 2011, for itself and the SB 2011 Included Persons, further waives any right to any form of recovery, compensation, or other remedy or relief in law or equity in any action brought by them or on their behalf against the Village or the Village’s Included Persons relating directly or indirectly to, or arising or alleged to have arisen out of, claims and allegations contained in (or that could have been contained in) the Lawsuit. B. To the greatest extent permitted by law, the Village, on behalf of itself and the Village’s Included Persons, hereby agrees to release and forever discharge SB 2011 and the SB 2011 Included Persons from and regarding all claims the Village has or might have as of ...
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Related to Mutual Release; Covenant Not to Sue

  • Covenant Not to Sue The Discharger covenants not to sue or pursue any administrative or civil claim(s) against any State Agency or the State of California, their officers, Board Members, employees, representatives, agents, or attorneys arising out of or relating to any matter expressly addressed by this Stipulation and Order.

  • Mutual Release The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.