Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 3 contracts

Sources: Purchase and Sale Agreement, Settlement Agreement, Purchase and Sale Agreement

Mutual Release. (a) Subject to Section 8(b) As further consideration for the terms and (c) conditions of this Agreement, as of the Closing Date (as defined in the Newell, Sellers, Sellers’ Representative, Henry . ▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law▇▇▇ Tech Investments, each of the Parties, for themselves and on behalf of each of themselves and their respective affiliates and subsidiaries, affiliated or otherwise related persons and entities, corporations or other business entities and each of their respective shareholderspast, partnerspresent and future directors, members, trusteesofficers, beneficiaries, directors, managersshareholders, employees, agents and agents, attorneys, guarantors, heirs, personal representatives, successors and assigns (collectively the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities “Section 12 (each, a “Releasing Partya) Releasors”), jointly and individually, hereby unconditionallyagree to remise, irrevocably release, acquit and forever releases all discharge LMI and its subsidiaries, affiliated or otherwise related corporations or other Parties business entities and each of their respective affiliates past, present and related persons and entities, and each of their respective shareholders, partnersfuture directors, members, trusteesofficers, beneficiaries, directors, managersshareholders, employees, agents and agents, attorneys, guarantors, heirs, personal representatives, successors and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities assigns (collectively, the “Released Parties”), collectively "Section 12(a) Releasees") from any and all matters, claims, charges, controversies, rights, demands, causes of actionsuits, lawsuits or other legal actions or proceedings against the Released Partiesjudgments, and all liabilitiesactions, debts, damages, lossescosts, costs obligations, liabilities, contracts, agreements and causes of action of any and every kind, nature and character, in law or equity, asserted or unasserted, foreseen or unforeseen, known or unknown, disclosed or undisclosed, accrued or unaccrued, pending or not pending, liquidated or unliquidated, suspected or unsuspected, including any and all claimed or unclaimed compensatory damages, consequential damages, incidental damages, punitive and exemplary damages, interest, costs, expenses that and fees (including attorney’s fees) running in favor of the Section 12(a) Releasors (or any Releasing Party incursof them) and against the Section 12(a) Releasees, whether before, on which arose or after could have arisen between the Section 12(a) Releasors and the Section 12(a) Releasees up to the date of this the Agreement, that arise inincluding without limitation those based on, underarising from, from or are related relating to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Purchase Agreement, the City ClaimsOther Agreements, the SCCDC ClaimEscrow Agreement, the PlanLock-Up Agreements or the Action (including all facts, circumstances, conduct, events, transactions, occurrences, agreements or certificates associated with any part of the Purchase Agreement, the Confirmation OrderOther Agreements, the Guaranty Agreement by and among the JQH Trust and certain of its affiliatesEscrow Agreement, the City and Commerce Bank dated as of December 1Lock-Up Agreements or the Action), 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, provided however that nothing in this Agreement Section shall be deemed a releaseaffect, waiver alter, modify or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among release the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.Section 12

Appears in 2 contracts

Sources: Settlement Agreement (Lmi Aerospace Inc), Settlement Agreement (Lmi Aerospace Inc)

Mutual Release. (a) Subject to Section 8(bSections 4(b), (c) and (cd) of this Agreement, effective as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) Closing, to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ devisees of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, attorneys’ fees, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise inarising from, under, from relating to or are related to in connection with ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City ClaimsCardinals Lease, the SCCDC ClaimDisputes, the PlanState Court Action, the Plan or the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this AgreementClosing. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release or waiver of the Cardinals’ rights or claims against the City under the Cardinals Lease arising from any act or omission on or after the Closing. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications modification of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAAgreement.

Appears in 2 contracts

Sources: Purchase and Sale Agreement, Purchase and Sale Agreement

Mutual Release. (a) Subject Each Investor, on behalf of itself and its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) in any capacity (or cause to the maximum extent permitted under applicable lawbe sued through a derivative or other representative action), each any of the Parties, for themselves Company or any Indemnified Person and on behalf of each of their respective affiliates and related persons and entitiesheirs, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, Affiliates and the predecessors, successors, assigns, heirs Associates for any and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesactions, and all liabilitiesjudgments, liens, debts, damages, losses, costs liabilities, rights, interests and expenses demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any Releasing Party incursway arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether beforeknown or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or after was a director, officer, employee or agent of the date Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this Agreement, that arise in, under, from or are related waiver and release and covenant not to ▇▇▇▇▇▇Fieldshall not include any Claims arising from the breach of this Agreement by the Company, the Ground Lease, Resigning Directors or the Development Agreement, Company Nominees or any knowing criminal act by the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to Company or any of the foregoing, from the beginning of time to and including the date of this AgreementIndemnified Person. (b) Notwithstanding the foregoingThe Company and each Resigning Director and Company Nominee, nothing in this Agreement shall be deemed a releaseon behalf of himself or itself and his or its Affiliates and Associates, waiver or modification of any claimshereby unconditionally and irrevocably waives, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, releases and JDH with respect discharges and covenants not to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAin any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Appears in 2 contracts

Sources: Credit Agreement (InfuSystem Holdings, Inc), Settlement Agreement (InfuSystem Holdings, Inc)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (and except as defined otherwise expressly set forth in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawthis Agreement, each of the PartiesSeller, for themselves and on behalf of itself and each of their respective affiliates its successors and related persons assigns, on the one hand, and entitiesEquity Buyer, solely on behalf of the Company and SSI, and Asset Buyer, on behalf of itself, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents successors and representatives, and the predecessors, successors, assigns, heirs on the other hand, hereby irrevocably, unconditionally and devisees completely waives and releases and forever discharges the Company and SSI (in the case of each Sellers) and Sellers (in the case of the foregoing persons Company and entities (each, a “Releasing Party”SSI and Asset Buyer), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholdersheirs, partnersexecutors, memberstrusts, trustees, beneficiariesadministrators, directors, managers, employees, agents successors and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities assigns (collectivelysuch released Persons, the “Released PartiesReleasees”), of and from any claimsall debts, demands, actions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesaccounts, covenants, contracts, agreements, damages, lossesclaims and other liabilities whatsoever of every name and nature, costs both in law and expenses that any Releasing Party incursin equity, whether before, on arising out of or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Fieldevents, circumstances or actions taken by such other party occurring or failing to occur, in each case, in connection with the Ground LeaseCompany and SSI or the Transferred Assets at or prior to the Closing. Neither Party hereto shall make, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain each Party hereto shall not permit any of its affiliatesAffiliates or their respective representatives to make, the City and Commerce Bank dated as any claim or demand, or commence any action or proceeding asserting any claim or demand, including any claim of December 1contribution or any indemnification, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to against any of the foregoing, from the beginning other Party’s Affiliates or any of time other Party’s Releasees with respect to and including the date of any liabilities or other matters released pursuant to this AgreementSection 5.7. (b) Notwithstanding the foregoing, nothing in this Agreement Section 5.7(a) shall be deemed not constitute a releaserelease from, waiver of, or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect otherwise apply to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications express terms of any Parties’ rights to enforce this Agreement or any liability or contract expressly contemplated by this Agreement to be in effect after the ▇▇▇▇▇▇▇ Field PSAClosing, or any enforcement thereof.

Appears in 2 contracts

Sources: Membership Interest and Asset Purchase Agreement, Membership Interest and Asset Purchase Agreement (Crawford & Co)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawEffective immediately, each of FPL Group, on the Partiesone hand, for themselves and Constellation, on the other hand, on behalf of each of their respective affiliates and related persons and entities, itself and each of their its respective shareholderspredecessors, partnerssuccessors, memberssubsidiaries and assigns (as well as all of the present and former officers, trustees, beneficiaries, directors, managers, directors employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees representatives of each of the foregoing, and the heirs of any of the foregoing persons and entities who is a natural person) (each, a “Releasing Party”), hereby unconditionallyirrevocably, irrevocably unconditionally and forever covenants not to ▇▇▇, releases and discharges (a) the other such Party and (b) any and all of such other Parties Party’s present and each of their respective affiliates and related persons and entitiesformer directors, and each of their respective officers, representatives, advisors (including but not limited to financial advisors), attorneys, accountants, employees, agents, parents, subsidiaries, shareholders, partners, members, trusteesaffiliated persons and entities, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successorssuccessors and assigns and heirs, assignsexecutors and administrators and all persons acting in concert with any such party (each, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the a “Released PartiesParty), ) from any and all manner of claims, obligations, actions, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilitiesjudgments, damages, lossesrights, costs liabilities, causes of action or suits, at law or in equity, known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, which each now has or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever relating to or arising out of the Merger Agreement or the agreements or instruments ancillary thereto or the transactions contemplated thereby, or any action or failure to act under the Merger Agreement or in connection therewith, or in connection with the events leading to the abandonment of the Merger and expenses that any Releasing Party incursother transactions contemplated by the Merger Agreement and the mutual termination of the Merger Agreement, whether beforeexcepting only any claim, on action, cause of action or suit arising (i) out of an undertaking or promise contained in this Agreement, (ii) after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, by virtue of obligations under the Ground Lease, the Development Confidentiality Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related (iii) with respect to any of the foregoing, from the beginning of time to and including statements made or actions taken after the date of this Agreement. , or (biv) Notwithstanding by virtue of transactions or dealings undertaken in the foregoingordinary course of business, nothing including without limitation leases or outstanding energy trading and transportation transactions, and not arising out of, or in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trustconnection with, the Charitable Trust, Merger Agreement and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing transactions contemplated thereby. Nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAMerger Agreement shall in any way constitute an agreement by any Party hereto to indemnify any other Party against any third-party claim.

Appears in 2 contracts

Sources: Termination and Release Agreement (Constellation Energy Group Inc), Termination and Release Agreement (Florida Power & Light Co)

Mutual Release. Effective as of the Closing: (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the PartiesSeller, for themselves itself and on behalf of each of their respective affiliates and related persons and entitiesits Affiliates, and each of its and their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs heirs, and devisees of each of the foregoing persons and entities executors (each, a “Releasing PartySeller Releasor”), hereby unconditionallyirrevocably, irrevocably knowingly, and voluntarily releases, discharges, and forever releases waives and relinquishes all other Parties claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions, and each causes of action of whatever kind or nature, whether known or unknown, which any Seller Releasor has, may have, or may assert now or in the future against the Company, the Business, any current or former officer, director, manager, employee, agent, or representative of the Company, the Business, or any of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs heirs, and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectivelyexecutors arising out of, the “Released Parties”)based upon, or resulting from any claimsContract, demandstransaction, causes of event, circumstance, action, lawsuits failure to act, occurrence, or other legal actions omission of any sort or proceedings against the Released Partiestype, whether known or unknown, and all liabilitieswhich occurred, damagesexisted, losseswas taken, costs and expenses that any Releasing Party incurspermitted, whether before, on or after begun prior to the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Closing. Notwithstanding the foregoing, nothing in this Agreement Section 6.6(a) shall be deemed a release, waiver to release or modification waive any rights or remedies of any Seller Releasor under the Transactions, this Agreement or the Related Agreements. (b) Purchaser, agrees that the Company for itself and on behalf of its Affiliates, and each of its and their respective successors, assigns, heirs, and executors (each, a “Purchaser Releasor”), hereby irrevocably, knowingly, and voluntarily releases, discharges, and forever waives and relinquishes all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions, and causes of action of whatever kind or nature, whether known or unknown, which any Purchaser Releasor has, may have, or may assert now or in the future against Seller, or any of its successors, assigns, heirs, and executors arising out of, based upon, or resulting from any Contract, transaction, event, circumstance, action, lawsuit failure to act, occurrence, or other legal action omission of any sort or proceeding among the JQH Trusttype, the Charitable Trustwhether known or unknown, and JDH with respect which occurred, existed, was taken, permitted, or begun prior to the Plan, the Confirmation Order or any matters relating thereto. (c) Closing. Notwithstanding the foregoing, nothing in this Agreement Section 6.6(b) shall be deemed a release, waiver to release or modifications waive any rights or remedies of any Parties’ rights to enforce Purchaser Releasor under the Transactions, this Agreement or the ▇▇▇▇▇▇▇ Field PSARelated Agreements. (c) Purchaser (on behalf of itself and each Purchaser Releasor) and Seller (on behalf of itself and each Seller Releasor) acknowledges, respectively, that the Laws of many states (including Section 1542 of the California Civil Code) provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Appears in 2 contracts

Sources: Merger Agreement (Proficient Auto Logistics, Inc), Stock Purchase Agreement (Proficient Auto Logistics, Inc)

Mutual Release. (a) Subject to Section 8(b) For and (c) in consideration of the execution of this Agreement, as the Company hereby forever releases and discharges the Employee, from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), which the Company now has or may have against the Employee, whether known or unknown to the Company, and whether vicarious, derivative, or direct (the “Company Release”). Such released claims include, without limitation, any and all claims arising under federal, state or local laws pertaining to employment or job duties. (b) For and in consideration of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each receipt of the Partiespayments and other benefits and promises set forth in this Agreement, the Employee, for themselves the Employee, the Employee’s marital community and on behalf of each of their respective affiliates and related persons and entitieschildren, and each of their respective shareholders, partners, members, trusteesthe Employee’s heirs, beneficiaries, directorsdevisees, managersexecutors, employeesadministrators, agents and attorneys, personal representatives, successors and assigns, hereby forever releases and discharges the Company and the Employer Group, and any of their divisions, affiliates, subsidiaries, parents, predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (eachand, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and with respect to such entities, and each of their respective shareholders, partners, members, trustees, beneficiariesofficers, directors, managers, members, employees, agents and agents, stockholders, administrators, general or limited partners, representatives, attorneys, insurers and the predecessorsfiduciaries, successorspast, assigns, heirs present and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities future (collectively, the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), from any claims, demands, causes of action, lawsuits which the Employee now has or other legal actions or proceedings may have against the Released Parties, whether known or unknown to the Employee, and whether vicarious, derivative, or direct (the “Employee Release”, together with the Company Release, the “Releases”). Such released claims include, without limitation, any and all liabilitiesclaims arising under federal, damagesstate or local laws pertaining to employment, lossesincluding, costs without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq. (“ADEA”), the Older Workers Benefit Protection Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et seq.(“OWBPA”), the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq., the Family and expenses Medical Leave Act of 1992, 29 U.S.C. Section 2601 et seq., and any and all other federal, state or local laws regarding employment discrimination and/or federal, state, or local laws of any type or description regarding employment, including, but not limited to, any claims arising from or derivative of the Employee’s employment and separation from employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law, including, without limitation, under the Employment Agreement, and including any claim for attorneys’ fees. Notwithstanding anything else herein to the contrary, this Section 3 shall not affect and does not release: (i) any claims that any Releasing Party incurs, whether before, on or arise after the date of the Employee executes this Agreement; (ii) any claims that cannot be waived by applicable law; (iii) the Employee’s vested benefits under the Company’s qualified plans, that arise in, under, from if any; or are related (iv) rights to ▇▇▇▇▇▇▇ Field, indemnification or liability insurance coverage the Ground Lease, Employee may have under the Development Indemnification Agreement, the City Claims, Articles of Incorporation and the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any Bylaws of the foregoingCompany, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoapplicable law. (c) Notwithstanding The Employee hereby represents that the foregoingEmployee has not filed or commenced any proceeding regarding the claims and matters discussed in Section 3(a). (d) For the purpose of implementing a full and complete release and discharge of the Released Parties and the Employee, nothing the Employee and the Company expressly acknowledges that the Releases are intended to include in their effect, without limitation, all claims or other matters described in Section 3(a) that the Employee or the Company does not know or suspect to exist in the Employee’s or the Company’s favor at the time of execution hereof or upon the termination of the Employee’s employment hereunder, and that the Releases contemplate the extinguishment of any and all such claims or other such matters. The Released Parties who are not parties to this Agreement are third-party beneficiaries of the Releases and are entitled to enforce its provisions. (e) The Employee warrants that no promise or inducement has been offered for the Employee Release other than as set forth herein and that the Employee Release is executed without reliance upon any other promises or representations, oral or written. Any modification of the Releases must be made in writing and be signed by the Employee and the Company. (f) If any provision of the Releases or compliance by the Employee or the Company with any provision of the Releases constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of the Releases, which provisions will remain binding on both the Employee and the Company. The Releases are governed by, and construed and interpreted in accordance with the laws of the State of Colorado, without regard to principles of conflicts of law. The Releases represent the entire understanding of the Parties with respect to the subject matter herein, and no oral representations have been made or relied upon by the Parties. (g) The Employee acknowledges and agrees that he forever waives any right to recover, and will not request or accept, anything of value from any of the Released Parties as compensation or damages growing out of, resulting from, or connected in any way with his employment or the ending of his employment with the Company, the employment practices of the Company, or with any other act, conduct, or omission of any of the Released Parties, other than as specifically set out in this Agreement, whether sought directly by him or by any administrative agency or other public authority, individual, or group of individuals on his behalf. (h) The Employee specifically agrees and acknowledges that: (i) he has read and understands the terms of this Agreement, including the Releases; (ii) he is hereby advised in writing by the Company to consult with an attorney prior to executing this Agreement; (iii) following his execution of this Agreement he has seven (7) days in which to revoke his Employee Release and that, if he chooses not to so revoke, this Agreement shall become effective and enforceable on the eighth (8th) day following his execution of this Agreement (the “Effective Date”). To revoke the Employee Release, the Employee understands that he must give a written revocation to the company, within the seven (7)-day period following the Execution Date. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the State of Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. If he revokes the Employee Release, this Agreement will not become effective or enforceable and the Employee acknowledges and agrees that he will not be entitled to any benefits in Sections 3(a)(i), 3(a)(ii), 3(b)(i), and 3(b)(ii) hereof; this Agreement is the final offer made to Employee and he is hereby provided with twenty-one (21) days from October 9, 2014 to consider this Agreement in general and as specifically required by and under the OWBPA. Employee acknowledges that he was given a copy of this Agreement on October 9, 2014, that he has have had an opportunity to consult an attorney before signing it and was provided a period of at least 21 days, or until October 30, 2014, to consider this Agreement. Employee acknowledges that in signing this Agreement, he has relied only on the promises written in this Agreement shall be deemed a release, waiver or modifications of and not on any Parties’ rights other promise made by the Company. Employee acknowledges that he understands that he has seven days to enforce revoke this Agreement or the ▇▇▇▇▇▇▇ Field PSAafter execution hereof.

Appears in 1 contract

Sources: Separation and Release of Claims Agreement (MusclePharm Corp)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as In consideration of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves conditions and on behalf of each of their respective affiliates and related persons and entitiesmutual covenants set forth herein, and each of their respective other good and valuable consideration, Ivivi hereby releases and discharges Allergan and its agents, employees, officers, directors, shareholders, subsidiaries, affiliates, partners, membersindependent contractors, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assignsadministrators, heirs assigns and devisees of each of the foregoing persons legal representatives and entities (eachany other parties claiming by, a “Releasing Party”)through, hereby unconditionallyor under Allergan, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities whether or not named herein (collectively, the “Released Parties”"ALLERGAN PARTIES"), from any claimsand all actions, charges, complaints, controversies, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, rights, judgments and/or claims whatsoever, both in law and all liabilitiesin equity, for debts, sums of money, commissions, fees and costs, attorneys fees, losses, penalties, damages, lossesarising, costs and expenses that directly or indirectly, out of any Releasing Party incurspromise, agreement, offer letter, contract, understanding, tort, or applicable law (whether statutory, common law, regulatory or otherwise, local, state, federal or otherwise), whether beforearising from the Distribution Agreement or by reason of any other matter, on cause or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, thing whatsoever from the beginning of time to through and including the date of this AgreementAgreement (collectively, "CLAIMS"), whether now existing or not, known or unknown, and without regard to whether such liability may be direct, indirect or contingent upon the happening of some event or liability. In furtherance of, but without limiting, the foregoing, Ivivi waives the right, and covenants not to, ▇▇▇, institute, or cooperate in the institution, commencement, filing, or prosecution of any Claims against the Allergan Parties. (b) Notwithstanding Subject to Section 6 of this Agreement, in consideration of the conditions and mutual covenants set forth herein, and other good and valuable consideration, Allergan hereby releases and discharges Ivivi and its agents, employees, officers, directors, shareholders, subsidiaries, affiliates, partners, independent contractors, predecessors, successors, administrators, assigns and legal representatives and any other parties claiming by, through, or under Allergan, whether or not named herein (collectively, "IVIVI PARTIES"), from any and all Claims, whether now existing or not, known or unknown, and without regard to whether such liability may be direct, indirect or contingent upon the happening of some event or liability. In furtherance of, but without limiting, the foregoing, nothing Allergan waives the right, and covenants not to, ▇▇▇, institute, or cooperate in this Agreement shall be deemed a releasethe institution, waiver commencement, filing, or modification prosecution of any claims, demands, causes of action, lawsuit or other legal action or proceeding among Claims against the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoIvivi Parties. (c) Notwithstanding anything contained herein to the foregoingcontrary, nothing the release and discharge by each of the parties hereto pursuant to this Section 8, does not constitute a release or discharge of Claims arising out of or relating to the parties' undertakings in this Agreement shall be deemed or a release, waiver or modifications breach by either party of any Parties’ rights to enforce this Agreement or a release or discharge of Claims arising out of or relating to the ▇▇▇▇▇▇▇ Field PSAparties' undertakings in those provisions of the Distribution Agreement that survive the termination thereof or a breach by either party of such provisions.

Appears in 1 contract

Sources: Termination Agreement (Ivivi Technologies, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of Except as set forth in this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawSeller and its members, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiariesmanagement, directors, managersofficers, agents, representatives, employees, agents Affiliates, subsidiaries, successors and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities assigns (each, a “Seller Releasing Party”) releases and discharges Guarantor, Buyer, the Company, and their respective members, management, officers, employees, Affiliates, subsidiaries, predecessors, successors, executors, heirs, representatives and assigns (each, a “Buyer Released Party”), hereby unconditionally, irrevocably from (i) any and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any actual or potential claims, demands, causes of action, lawsuits damages and Liabilities of whatever kind and nature (“Claims”), past, present or other legal actions future, in any manner arising out of or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any dealings or relationships among the Parties including but not limited to, as a shareholder, director, officer, and/or employee of the foregoingCompany, from and (ii) any Claims, past, present or future, arising out of or related to the beginning of time to and including the date of this Original Agreement. (b) Notwithstanding the foregoing, nothing Except as set forth in this Agreement shall be deemed Agreement, Guarantor, Buyer and the Company and their respective members, management, officers, employees, Affiliates, subsidiaries, predecessors, successors, executors, heirs, representatives and assigns (each, a release“Buyer Releasing Party”) releases and discharges Seller and their respective members, waiver shareholders, management, directors, officers, agents, representatives, employees, Affiliates, subsidiaries, successors and assigns (each, a “Seller Released Party”) from (i) any and/all actual or modification potential Claims, past, present or future, in any manner arising out of or related to any claimsdealings or relationships between the Parties, demandsincluding but not limited to, causes as a shareholder, director, officer, and/or employee of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable TrustCompany, and JDH with respect (ii) any Claims, past, present or future, arising out of or related to the Plan, the Confirmation Order or any matters relating theretoOriginal Agreement. (c) Notwithstanding the foregoingThe Parties understand and agree that, nothing notwithstanding any provision in this Agreement shall be deemed a releaseto the contrary, waiver none of the Parties or modifications their respective Affiliates releases or discharges any Person of or from any Parties’ rights to enforce Claims arising (i) under this Agreement or the ▇▇▇▇▇▇▇ Field PSAother Transaction Documents, or (ii) in connection with the Company’s or Seller’s existing and prior obligations to indemnify the Company’s employees, agents, officers and/or directors, as those obligations are reflected in the Company’s Charter Documents, Seller’s organizational or governing documents, or any indemnification agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (ForceField Energy Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as Upon the delivery of the Closing Date (as defined in Remaining Purchase Price by the ▇▇▇▇▇▇▇ Field PSA) Cambria Parties to the maximum extent permitted under applicable lawCompany, each of the Cambria Parties, for themselves each on its behalf and on behalf of each their respective subsidiaries, heirs, estates, successors and assigns (the “Cambria Parties Releasors”), hereby knowingly, fully, unconditionally and irrevocably releases, any and all claims, rights, demands and causes of action that such Cambria Parties Releasor has or may have against Buyer, any of its respective affiliates or any present or former director, officer, manager, employee, shareholder, member, partner advisor, legal counsel, representative or agent of Buyer or any of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released PartiesBuyer Releasees”), whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any claimsact, demandsomission, causes event or occurrence prior to or as of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any delivery of the foregoing, from Remaining Purchase Price relating to the beginning of time to and including Purchase Agreement (the date of this Agreement“Cambria Parties Released Claims”). (b) Notwithstanding Upon the foregoingdelivery of the Remaining Purchase Price by the Cambria Parties to the Company, nothing in this Agreement shall be deemed a releaseBuyer, waiver or modification on its behalf and on behalf of its respective subsidiaries, heirs, estates, successors and assigns (the “Buyer Releasors” and together with the Cambria Parties Releasors, the “Releasors”), hereby knowingly, fully, unconditionally and irrevocably releases, any and all claims, demandsrights, demands and causes of actionaction that such Buyer Releasor has or may have against any of the Cambria Parties, lawsuit any of their respective affiliates or other any present or former director, officer, manager, employee, shareholder, member, partner advisor, legal action counsel, representative or proceeding among agent of the JQH TrustCambria Parties or any of their respective affiliates (collectively, the Charitable Trust“Cambria Parties Releasees”), and JDH with respect whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, event or occurrence prior to or as of the date of delivery of the Remaining Purchase Price relating to the Plan, Purchase Agreement (the Confirmation Order or any matters relating thereto“Buyer Released Claims”). (c) Notwithstanding Upon the foregoingdelivery of the Remaining Purchase Price by the Cambria Parties to the Company, nothing each Releasor, on such Releasor’s behalf and on behalf of such Releasor’s other applicable Releasors, hereby waives and relinquishes any rights and benefits that such Releasor may have under statute or common law principle of any jurisdiction with respect to, in the case of the Cambria Parties Releasors, the Cambria Parties Released Claims and, in the case of the Buyer Releasors, the Buyer Released Claims. Such Releasor acknowledges that it, he or she may hereafter discover facts in addition to or different from those that such Releasor now knows or believes to be true with respect to the subject matter of, in the case of the Cambria Parties Releasors, the Cambria Parties Released Claims and, in the case of the Buyer Releasors, the Buyer Released Claims, but it is such Releasor’s intention to fully and finally and forever settle and release any and all, in the case of the Cambria Parties Releasors, the Cambria Parties Released Claims and, in the case of the Buyer Releasors, the Buyer Released Claims that do now exist, may exist or heretofore have existed with respect to the subject matter thereof. In furtherance of this Agreement intention, the release of, in the case of the Cambria Parties Releasors, the Cambria Parties Released Claims and, in the case of the Buyer Releasors, the Buyer Released Claims shall be deemed a release, waiver and remain in effect as full and complete releases notwithstanding the discovery or modifications existence of any Parties’ rights such additional or different facts. (d) Each Releasor agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, in law or in equity, in any court or before any governmental authority, which, in the case of the Cambria Parties Releasors, relates to enforce this Agreement or any Cambria Parties Released Claims and, in the ▇▇▇▇▇▇▇ Field PSAcase of the Buyer Releasors, relates to any Buyer Released Claims.

Appears in 1 contract

Sources: Interests Buyback and Release Agreement (Solowin Holdings, Ltd.)

Mutual Release. (a) Subject to Section 8(b) Each Party, for and on behalf of itself and its Related Parties (c) other than its agents, representatives, advisors and shareholders unless such agent, representative, advisor or shareholder falls within another category of this Agreementa Related Party), as does hereby unequivocally release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, Subsidiaries, Affiliates (including, without limitation, controlling persons), employees of Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (the Closing Date (as defined “Related Parties”), from any and all actions, causes of action, choses in the action, cases, claims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable , damages, judgments, remedies, extents, executions, demands, liens and liabilities whatsoever, in law, each of the Partiesequity or otherwise, for themselves and on behalf of each of their respective affiliates and related persons and entitieswhether made directly or derivatively (collectively, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a Releasing PartyActions”), hereby unconditionallythat in any way arises from or out of, irrevocably are based upon, or are in connection with or relate to: the Merger Agreement or the Ancillary Agreements or the transactions contemplated thereby; any breach, non-performance, action or failure to act under the Merger Agreement, the Ancillary Agreements or in connection therewith; the events leading to the abandonment of the Merger and forever releases all the termination of the Merger Agreement and the Ancillary Agreements; any transaction or potential transaction involving the sale of the Company; or any press release, public disclosure or private communication relating to the Merger Agreement or the Ancillary Agreements or the transactions contemplated thereby that has been released, disclosed or communicated in the past or is to be released, disclosed or communicated in connection with the execution of this Agreement, including but not limited to the press release described in Annex C hereto, or in connection with any such press release, public disclosure or private communication that is released, disclosed or communicated in the future provided it is done in compliance with Sections 4 and 5 of this Agreement, in each case, which have been asserted against a Party or any of its Related Parties or which, whether currently known or unknown, such Party or its Related Parties, or any successors or assigns of any said Persons, ever could have asserted or ever could assert, in any capacity, against the other Parties and each of or their respective affiliates Related Parties, in any capacity, relating to any claims, or any transactions and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of occurrences from any time in connection with the foregoing persons and entities (collectively, the “Released PartiesClaims”); provided, however, (i) no Party shall be released from any claimsbreach of this Agreement and no Party shall be released from its obligations under the Promissory Note executed by such Party, demands(ii) unless otherwise provided hereunder, causes of actionno party to the Confidentiality Documents shall be released from any Actions which may arise thereunder, lawsuits or other legal actions or proceedings against (iii) no party to the Released PartiesStandstill Agreement shall be released from any Actions which may arise thereunder, and all liabilities(iv) no party to the Indemnity Agreement shall be released from any Action which may arise thereunder; provided further, damages, losses, costs and expenses that any Releasing Party incursActions which may arise in accordance with preceding clauses (i), whether before(ii), on or after the date of this Agreement, that arise in, under, from or (iii) and (iv) are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, explicitly excluded from the beginning definition of time to and including the date of this AgreementReleased Claims. (b) Notwithstanding It is understood and agreed that the foregoingpreceding paragraph is a full and final release covering all known as well as unknown or unanticipated debts, nothing claims or damages of the Parties and their Related Parties relating to or arising out of the Merger Agreement, the Ancillary Agreements and the transactions contemplated by any of such agreements. Therefore, each of the Parties expressly waives any rights it may have under statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in this Agreement shall be deemed a its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trustand relinquishment, the Charitable Trust, and JDH Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the PlanReleased Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement releases herein given shall be deemed a release, waiver and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or modifications existence of any Parties’ rights to enforce this Agreement such additional or the ▇▇▇▇▇▇▇ Field PSAdifferent claim or fact.

Appears in 1 contract

Sources: Mutual Termination Agreement (Acxiom Corp)

Mutual Release. (a) Subject to Section 8(b) 10.1 Without in any way limiting the scope or applicability of Article 13, at and (c) of this Agreement, as of the Closing Date (as defined in Date, the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawSellers, each of the Parties, for themselves and on behalf of each itself and its predecessors, successors, parent companies, subsidiaries, Affiliates, divisions, assignees, and nominees, and all present and former partners, employees, directors, officers, agents, attorneys, beneficiaries, representatives and stockholders (“Sellers Affiliates”), in consideration of their respective affiliates good and related persons valuable consideration, the receipt of which is hereby acknowledged, do hereby release and entitiesforever discharge the Purchasers and the Company, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assignspartners, heirs parent companies, subsidiaries, Affiliates, divisions, assignees and devisees of each of the foregoing persons nominees, and entities all present and former partners, employees, directors, officers, agents, attorneys, beneficiaries, representatives, and stockholders (each, a collectively referred to as Releasing PartyPurchaser/Company Affiliates”), hereby unconditionallyof and from any and all manner of Claims the Sellers and/or Sellers Affiliates may have against Purchaser, irrevocably Company and forever releases all other Parties the Purchaser/Company Affiliates, including, without limitation, any Claims in connection with, arising out of, or which are in any way related to the Purchaser/Company Affiliates’ management or operation of the Business. 10.2 At and each as of their respective affiliates and related persons and entitiesthe Closing Date, the Purchasers, Company, Purchasers/Company Affiliates, and each of their respective shareholdersthem, partnersin consideration of good and valuable consideration, membersthe receipt of which is hereby acknowledged, trusteesdo hereby release and forever discharge the Sellers and/ or the Sellers Affiliates, beneficiariesof and from any and all manner of Claims the Purchasers, directorsCompany , managersPurchaser/Company Affiliates may have against the Sellers and /or the Sellers Affiliates, employeesincluding, agents and representativeswithout limitation, and any Claims in connection with, arising out of, or which are in any way related to the predecessorsSellers and/or the Sellers Affiliates ownership, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each management or operation of the foregoing persons and entities (collectivelyBusiness, or the “Released Parties”), from any claims, demands, causes sale of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect Shares to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement Purchasers or the ▇▇▇▇▇▇▇ Field PSA.ownership of Shares by the Purchasers. 10

Appears in 1 contract

Sources: Sale and Purchase Agreement (Ridgewood Power Growth Fund /Nj)

Mutual Release. (a) Subject to Section 8(b) and (c) Except for the obligations of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs CRG and ▇▇▇▇▇▇▇▇▇of contained in this Agreement, the Company does hereby release, cancel, forgive and forever discharge CRG and ▇▇▇▇▇▇▇▇▇▇, and each of the foregoing persons their predecessors, parent corporations, holding companies, subsidiaries, affiliates, divisions, heirs, successors and entities (collectivelyassigns, the “Released Parties”)and all of their agents, representatives, attorneys, directors and employees from any all actions, claims, demands, causes of actiondamages, lawsuits or other legal actions or proceedings against the Released Partiesobligations, and all liabilities, damagescontroversies and executions, losses, costs and expenses that of any Releasing Party incurskind or nature whatsoever, whether beforeknown or unknown, on whether suspected or after not, which have arisen, or may have arisen, or shall arise by reason of the date of this Agreement, that arise in, under, Award or the matters arising from or are related to out of the Award. (b) Except for the obligations of the Company contained in this Agreement and except in the event of the Unilateral Termination, CRG and ▇▇▇▇▇▇▇▇▇▇ Fielddo hereby release, cancel, forgive and forever discharge the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by Company and among the JQH Trust and certain each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, the City divisions, heirs, successors and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022assigns, and all matters related to any of the foregoingtheir agents, representatives, attorneys, officers, directors and employees, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoingall actions, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of actiondamages, lawsuit or other legal action or proceeding among the JQH Trustobligations, the Charitable Trustliabilities, controversies and JDH with respect to the Planexecutions, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of the reason of the Award or the matters arising from or out of the Award (the "CRG ▇▇▇▇▇▇▇▇▇▇ Field PSARelease"). Notwithstanding anything contained herein to the contrary, the CRG ▇▇▇▇▇▇▇▇▇▇ Release shall not apply and shall have no force or effect from the date of the Unilateral Termination.

Appears in 1 contract

Sources: Agreement Regarding Satisfaction of Arbitration Award (Lam Pharmaceutical Corp)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as Each of the Closing Date (as defined in Investor Parties hereby agrees for the ▇▇▇▇▇▇▇ Field PSA) to benefit of the maximum extent permitted under applicable lawCompany and each of its current and former directors, officers, stockholders, agents, Affiliates, Associates. employees, partners, attorneys, heirs, assigns, executors, administrators, predecessors and successors, past and present, including each of the Company Nominees and the Other Directors (the Company and each such person, a “Company Released Person”) as follows: (1) Each of the Investor Parties, for themselves and on behalf of each of for their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trusteesmanagers, beneficiariesAffiliates, Associates, officers, directors, managersassigns, employeesattorneys, agents and representatives, and the predecessors, successors, assigns, heirs past and devisees of each of the foregoing persons and entities (each, a “Releasing Party”)present, hereby unconditionallyagree and confirm that, irrevocably effective from and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise inhe or it hereby acknowledges full and complete satisfaction of, under, from or are related and covenants not to ▇▇▇, and forever fully releases and discharges each Company Released Person of, and hold each Company Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action (“Claims”) of any nature whatsoever, whether known or unknown, suspected or unsuspected, derivative or direct, arising in respect of or in connection with any and all actions taken or omitted from being taken with respect to the events giving rise to this Agreement, including but not limited to actions relating to the nomination and election of directors at the 2013 Annual Meeting, occurring any time or period of time on or prior to the date of this Agreement (including the future effects of such transactions, occurrences, conditions, acts or omissions). Notwithstanding the foregoing, this waiver and release and covenant not to ▇▇▇ Fieldshall not include any Claims arising from the breach of this Agreement by a Company Party (as defined below) or any knowing criminal act by a Company Party. (2) Each of the Investor Parties understands and agrees that the Claims released by him or it include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Each Investor Party understands that he or it may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts. (b) Each of the Company, the Ground LeaseOther Directors and the Company Nominees (collectively, the Development Agreement, “Company Parties”) hereby agrees for the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any benefit of the foregoingInvestor Parties and their respective current directors, officers, stockholders, agents, Affiliates, Associates, employees, partners, members, managers, attorneys, heirs, assigns, executors, administrators, predecessors and successors, past and present (the Investor Parties and each such person, an “Investor Released Person”) as follows: (1) Each of the Company Parties, for himself or itself and for his or its respective stockholders, Affiliates, Associates, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from the beginning of time to and including after the date of this Agreement. , her or it hereby acknowledges full and complete satisfaction of, and covenants not to ▇▇▇, and forever fully releases and discharges each Investor Released Person of, and holds each Investor Released Person harmless from, any and all Claims of any nature whatsoever, whether known or unknown, suspected or unsuspected, derivative or direct, arising in respect of or in connection with any and all actions taken or omitted from being taken with respect to the events giving rise to this settlement, including actions relating to the nomination and election of directors at the 2013 Annual Meeting, occurring any time or period of time on or prior to the date of this Agreement (b) including the future effects of such transactions, occurrences, conditions, acts or omissions). Notwithstanding the foregoing, nothing in this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement shall be deemed a releaseby an Investor Party or any knowing criminal act by an Investor Party. (2) Each of the Company Parties understand and agree that the Claims released by him or it include not only those Claims presently known but also include all unknown or unanticipated claims, waiver or modification of any claimsrights, demands, actions, obligations, liabilities, and causes of actionaction of every kind and character that would otherwise come within the scope of the Claims as described above. Each of the Company Parties understands that he or it may hereafter discover facts different from or in addition to what he or it now believes to be true, lawsuit which if known, could have materially affected this release of Claims, but he or other legal action it nevertheless waives any claims or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order rights based on different or any matters relating theretoadditional facts. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Settlement Agreement (Signature Group Holdings, Inc.)

Mutual Release. Except for (ai) Subject to Section 8(b) the obligations of the parties as described herein, and (cii) of this Agreement, as subject to verification by RJF that all obligations of the Closing Date Corporation under the Separation Agreement which have accrued prior to the date hereof (the "Prior Obligations") have been fully paid in accordance with the terms thereof (which PRIOR OBLIGATIONS shall not be released until fully paid as defined described in the ▇▇▇▇Separation Agreement), each member of the RJF Group, on the one hand, and the Corporation and Ehlers, on the other hand, on behalf of themselves, and their success▇▇▇ Field PSA) ▇▇d assigns, jointly and severally, hereby mutually agree to the maximum extent permitted under applicable lawfully remise, each of the Partiesrelease, for themselves acquit and on behalf of each of their respective affiliates and related persons and entitiesforever discharge one another, and each of their respective successors and assigns, their boards of directors, shareholders, officers, employees and agents, and their respective partners, members, trustees, beneficiaries, directors, managersagents, employees, agents stockholders, officers, successors and representatives, and the predecessors, successors, assigns, heirs jointly and devisees severally, of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any and all debts, costs, liabilities, obligations, losses, suits, controversies, disputes, rights, claims, demands, damages, actions and causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that action of any Releasing Party incursnature whatsoever, whether beforearising at law or in equity, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to which any of the foregoingforegoing parties may have had, may now have, or may have, or may hereafter have, against one another by reason of any matter, cause, happening, thing, document, agreement, partnership agreement, separation agreement, option agreement, lease, note, instrument or any other matter whatsoever, from the beginning of time time, to and including the this date of this Agreement. (b) Notwithstanding hereof. Without limiting the foregoing, nothing after payment of the Total Payment, and subject to verification by RJF that the Prior Obligations have been paid in full (which verification RJF agrees to complete within six (6) months after the Closing Date), the parties hereto agree that the Corporation shall have no further obligation to RJF or any member of the RJF Group, including Eagle, to make any other payments whatsoever under this Agreement, the Separation Agreement, the Option Agreement or any other agreement between the parties hereto. Effective as of the Closing Date, and subject to the obligations of the parties hereto to consummate the transactions described herein, the parties hereto agree that the Separation Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, terminated in its entirety and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a releaseconsidered null, waiver void and of no further force or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAeffect whatsoever.

Appears in 1 contract

Sources: Termination and Release Agreement (Raymond James Financial Inc)

Mutual Release. (a) Subject Except for the obligations of the Buyer arising under this Agreement or the Ancillary Agreements, including the indemnification obligations pursuant to Section 8(b) and (c) of this AgreementArticle 10, effective as of the Closing Date (as defined in Closing, the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawSeller, each of the Parties, for themselves on its own behalf and on behalf of its successors, assigns and Affiliates, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally and completely forever release and discharge each of the Buyer, the Company, the Subsidiaries and their respective affiliates successors, assigns and related persons Affiliates and entities, and each of their respective shareholders, partnerspresent and former owners, members, trustees, beneficiariesofficers, directors, managers, employees, agents and agents, attorneys, representatives, and the predecessors, successors, assignsbeneficiaries, heirs and devisees assigns, individually and collectively (the “Buyer Released Parties”), from, against and with respect to any and all Liabilities and Losses, of whatever kind or character, whether in law, equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable, that the Seller or its successors, 71 assigns or Affiliates ever had or now has, or may hereafter have or acquire, against the Buyer Released Parties that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Closing Date related to (i) the Seller’s ownership of the Shares or (ii) the ownership, operation, business, affairs, management or financial condition of the Company or either of the Subsidiaries. (b) Except for the obligations of the Seller arising under this Agreement or the Ancillary Agreements, including the indemnification obligations pursuant to Article 10, effective as of the Closing, the Buyer, on its own behalf and on behalf of its successors, assigns and the other members of the Century Group (including, for purposes of this Section 7.17(b), the Company and the Subsidiaries), does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally and completely forever release and discharge each of the foregoing persons Seller and entities (eachits successors, a “Releasing Party”), hereby unconditionally, irrevocably assigns and forever releases all other Parties Affiliates and each of their respective affiliates present and related persons and entities, and each of their respective shareholders, partnersformer owners, members, trustees, beneficiariesofficers, directors, managers, employees, agents and agents, attorneys, representatives, and the predecessors, successors, assignsbeneficiaries, heirs and assigns, individually and collectively (the “Seller Released Parties”), from, against and with respect to any and all Liabilities and Losses, of whatever kind or character, whether in law, equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable, that the Buyer or its successors, assigns or other members of the Century Group (including, for purposes of this Section 7.17(b), the Company and the Subsidiaries) ever had or now has, or may hereafter have or acquire, against the Seller Released Parties that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Closing Date related to (i) the Seller’s ownership of the Shares, or (ii) the ownership, operation, business, affairs, management or financial condition of the Company, the Mt. Holly Fa▇▇▇▇▇y, the Mt. Holly As▇▇▇ of each of the foregoing persons and entities (collectively▇▇, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to Mt. Holly Al▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver m Company or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Mt. Holly Co▇▇▇▇▇▇▇ Field PSAe Park.

Appears in 1 contract

Sources: Stock Purchase Agreement (Century Aluminum Co)

Mutual Release. (a) Subject to Section 8(b) Effective from and (c) of this Agreementafter the date hereof, except as of the Closing Date (as defined expressly provided in the Purchase Agreement to the contrary, Sellers, the principals of Sellers (including without limitation, the O’Reillys”), ▇▇▇▇▇ ▇. Black, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ Field PSA) to ▇. Black (the maximum extent permitted under applicable law“Black Brothers”), Non-Seller and Purchaser do hereby release the Companies and each subsidiary thereof, each of the Parties, for themselves other and on behalf of each of their respective affiliates and related persons and entitiesprincipals, and each of their respective shareholdersagents, partnersemployees, membersspouses, affiliates, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessorsexecutors, successors, transferees and assigns, heirs ; and devisees of the Companies and each subsidiary thereof including their affiliates do hereby release each of Sellers and the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directorsspouses, managers, employees, agents and representatives, and the predecessorsexecutors, successors, assignstransferors, heirs assigns and ▇▇▇▇▇▇▇▇ principals of each Sellers (including without limitation, the O’Reillys and the Black Brothers), of and from any liability arising, directly or indirectly, out of or in connection with the business and financial operations and affairs of the foregoing persons Companies (and entities each subsidiary thereof) or through or as a consequence of ownership, directorship, or management of the Companies (collectively, the “Released Parties”and each subsidiary thereof), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to through and including the date of this Agreement. (b) Notwithstanding the foregoinghereof, nothing in this Agreement shall be deemed a release, waiver or modification of including any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH claims with respect to the Plannegotiation of the terms of the LOI, the Confirmation Order Purchase Agreement and this Agreement, such that no further claims, demands or actions in connection therewith against any matters of them relating thereto. (c) Notwithstanding to the foregoingperiod before the date hereof may be brought by any of them, nothing in any capacity, whether such claims, liabilities, demands or actions are now existing, known, unknown, fixed or contingent, in tort, contract or otherwise, at law or in equity, or otherwise. A party to this Agreement determined to be in breach of the mutual release covenants contained herein shall indemnify the aggrieved party or parties for costs and expenses of defending such actions including reasonable attorneys’ fees. This Mutual Release Agreement shall be deemed governed by the laws of the State of Nevada, and may not be modified except by a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAwritten instrument signed by all parties hereto.

Appears in 1 contract

Sources: Agreement for Purchase and Sale or Redemption of Equity Interests (Oasis Interval Ownership, LLC)

Mutual Release. The parties hereto agree that, the transactions and consideration provided herein are a full and final settlement of all disputes among or between them. Each of the parties hereto hereby agrees that effective upon the Closing, each of the parties for itself and its heirs, personal representatives, trustees, affiliates, successors and assigns, RELEASES AND DISCHARGES, each other party and each such party’s officers, directors, managers, members, partners, agents, personal representatives, trustees, affiliates, predecessors, past or present attorneys, fiduciaries, representatives, heirs, successors, assigns, and affiliates from (a) Subject any and all claims, demands, obligations, actions, causes of action, choses in action, cases, suits, debts, dues, sums of money, accounts, guarantees, bonds, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, ▇▇▇▇▇, damages, judgments, remedies, liens and liabilities of any nature whatsoever, in law, at equity or otherwise, whether direct, indirect, derivative or otherwise whether known or unknown (“Claims”), from the beginning of the world to Section 8(b) and including the Closing Date, and (cb) all Claims, whether accruing before or after the Closing, in any way related to the operation of the Acquired Companies or any other companies involved in the 2004 Stock Purchase to which such party may otherwise be entitled. The parties agree that the execution of this Agreement, as Agreement shall not constitute an admission of liability by any of the Closing Date (as defined in parties. StoneMor and StoneMor Partners agree and covenant not to ▇▇▇ the ▇▇▇▇▇▇Field PSA) Family or FTJ relating to the maximum extent permitted under applicable law, each their ownership or operation of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, Acquired Companies or any other companies involved in the 2004 Stock Purchase. FTJ and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each member of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ Family hereby waives and releases StoneMor, StoneMor Partners and the Acquired Companies from any Claim related to (i) the ownership interest of each any member of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ FieldFamily or any affiliate thereof of any stock, membership interests or any other right to be issued or granted stock, membership interests, or any securities convertible into or exchangeable for any stock or membership interests of the Ground Lease, Acquired Companies or of any other companies involved in the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to 2004 Stock Purchase; (ii) any interest in any of the foregoing, from assets of the beginning of time to foregoing entities; and including the date of this Agreement. (biii) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification any rights of any claims, demands, causes of action, lawsuit or other legal action or proceeding among such member under the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications terms of any Parties’ rights to enforce this Agreement or document executed in connection with the 2004 Stock Purchase. FTJ and each member of the ▇▇▇▇▇ Family hereby agrees and covenants not to ▇▇▇ Field PSAStoneMor, StoneMor Partners, the Acquired Companies or any other companies involved in the 2004 Stock Purchase with respect to any claim it has with regard to the 2004 Stock Purchase. Nothing contained herein shall be deemed to be a release or a waiver of any party’s rights pursuant to the Transaction Documents.

Appears in 1 contract

Sources: Settlement Agreement (Stonemor Partners Lp)

Mutual Release. (a) Subject In consideration of the transactions contemplated by this Redemption Agreement, B▇▇▇▇▇▇ individually (for himself and his heirs, legatees, executors, administrators, personal representatives, successors, assigns), and on behalf of each entity that B▇▇▇▇▇▇ controls and has authority to directly or indirectly bind (a “Controlled Entity,” but which term, Controlled Entity, for avoidance of doubt, expressly excludes any of the beneficiaries of the Trusts, in their respective capacities as such and in their respective capacities as former limited partners of TSPF1 or former members of BREF), with each Controlled Entity being independently bound by the release contained in this Section 8(b6(a) with respect to claims any of them may have against any Releasee, hereby irrevocably and unconditionally fully and forever releases and discharges the TSRE Parties, each of their past and present shareholders (cexcluding the Trusts and their respective beneficiaries, but including, without limitation, the Senator Global Opportunity Fund LP and the Senator Global Opportunity Intermediate Fund L.P., Monarch Debt Recovery Master Fund Ltd, Monarch Opportunities Master Fund Ltd, Monarch Capital Master Partners II-A LP, Monarch Capital Master Partners II LP, P Monarch Recovery Ltd., Monarch Alternative Solutions Master Fund Ltd, Senator and Monarch Alternative Capital LP (“Monarch”) (collectively, the “Shareholder Parties”)), and the attorneys, consultants, agents, employees, officers, directors, managers, principals, members, partners, managed funds, subsidiaries, parent corporations, investment advisers, affiliated or related entities of the TSRE Parties and Shareholder Parties, and their past and present shareholders, officers, directors, agents, employees, principals, managers, members, partners, managed funds and all of the successors, assigns, and legal representatives of the foregoing (collectively, “Releasees”), of and from any and all claims, damages (of any nature whatsoever), liabilities, losses, causes of action, costs, penalties and/or fines (“Claims”) which B▇▇▇▇▇▇ has asserted or could have asserted against any Releasee from the beginning of time up to and including the date of this Redemption Agreement, as of the Closing Date (as defined in the relating to TSRE, Senator, Monarch and B▇▇▇▇▇▇Field PSAemployment with TSRE and termination thereof (it being expressly understood that nothing herein contained shall abrogate in any manner whatsoever the full release provided by B▇▇▇▇▇▇ in that certain Separation Agreement and Release dated February 23, 2014 between B▇▇▇▇▇▇ and TSRE). B▇▇▇▇▇▇ acknowledges that the release set forth in this paragraph 6(a) is a material term of this Redemption Agreement, without which, the TSRE Parties would not agree to this Redemption Agreement. B▇▇▇▇▇▇ further acknowledges that he has signed this Redemption Agreement knowingly and voluntarily following an opportunity to review the maximum extent permitted under applicable lawterms and effect of this Redemption Agreement with one or more attorneys. (b) In consideration of the transactions contemplated by this Redemption Agreement, each of the Parties, for themselves Trusts (on their own behalf and on behalf of each of their respective affiliates and related persons and entitiesMaster Trustee, and each of their respective shareholdersSeries Trustee, partners, memberscontrolled affiliates, trustees, beneficiaries, directors, managersofficers, employees, agents representatives and representativesagents, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”in their capacities as such), hereby unconditionally, irrevocably and unconditionally fully and forever releases all other Parties and each discharges the Releasees of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that Claims which the Trusts have asserted or could have asserted against any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, Releasee from the beginning of time up to and including the date of this Redemption Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Planextent that such Claims relate to TSRE, the Confirmation Order Senator or any matters relating theretoMonarch. (c) Notwithstanding In consideration of the foregoingtransactions contemplated by this Redemption Agreement, nothing each of the TSRE Parties (for itself and its successors and assigns) and Senator and Monarch, by execution of a signature page hereto, on their own behalf and on behalf of each of their respective controlled affiliates, directors, officers, employees, representatives, agents and the Shareholder Parties, each in this Agreement shall be deemed a releasetheir capacities as such, waiver or modifications of any Parties’ rights to enforce this Agreement or hereby irrevocably and unconditionally fully and forever releases and discharges the Trusts, Master Trustees, Series Trustees and B▇▇▇▇▇▇, their past and present shareholders, officers, directors, partners, managers, members, attorneys, consultants, agents, employees, subsidiaries, parent corporations, affiliated or related entities and their past and present shareholders, officers, directors, agents, employees and all of the successors, assigns, and legal representatives of the foregoing, in all cases in their capacities as such (which, collectively are referred to as the “Trust Releasees”) of and from any and all Claims which the TSRE Parties have asserted or could have asserted against any Trust Releasee from the beginning of time up to and including the date of this Redemption Agreement relating to TSRE. (d) Each of the Trusts, with respect to the releases granted in paragraph 6(b), and B▇▇▇▇▇▇, with respect to the releases granted in paragraph 6(a), is not aware of any assignment or transfer to any person or entity of any of the Claims released by such persons herein, nor has any such person filed any grievance, charge or complaint of any nature whatsoever asserting a Claim released hereunder with any governmental or administrative agency or court. Each of the Trusts and B▇▇▇▇▇Field PSAagree that, if any such grievance, charge or complaint has been filed by any of the Trusts, Master Trustees, Series Trustees or B▇▇▇▇▇▇ prior to the date hereof, the person that filed it will promptly cause the withdrawal or termination of such grievance, charge or complaint, subject to governing laws or applicable regulations. Each of the TSRE Parties, with respect to the releases granted in paragraph 6(c), is not aware of any assignment or transfer to any person or entity of any of the Claims released by such persons herein, nor, as of the date hereof, have the TSRE Parties filed any grievance, charge or complaint asserting a Claim released hereunder with any governmental or administrative agency or court. The TSRE Parties agree that, if any such grievance, charge or complaint has been filed by any of the TSRE Parties prior to the date hereof, the person that filed it will promptly cause the withdrawal or termination of such grievance, charge or complaint, subject to governing laws or applicable regulations. (e) The Parties acknowledge that each of them: (i) has read this Section 6 in its entirety, (ii) has agreed to the terms set forth in this Section 6 knowingly and voluntarily and without reliance upon any statement or representation of any other Party or its representatives except for those representations as set forth in this Redemption Agreement and (iii) has been advised to, and has had ample opportunity if so desired, to discuss the terms of the release set forth in this Section 6 with his or its own attorney. (f) The Parties further agree without any reservation whatsoever that none of them shall bring any Claims of any type lawfully and validly released herein. Each of the Parties further covenants, agrees, and warrants without any reservation whatsoever that it shall not bring, commence, institute, maintain, prosecute, s▇▇ or allow any person, entity or organization under its control to bring, commence, institute, maintain, or prosecute any action at law or in equity or any legal proceeding, claim or counterclaim whatsoever (collectively, a “Non-Permitted Action”) based on or with respect to any Claim released hereunder. Each of the Parties further acknowledges and agrees that any releasee against whom a Non-Permitted Action is asserted would, if required to defend such action, suffer irreparable injury thereby. Accordingly, the Parties agree that this Redemption Agreement may be pleaded as a full and complete defense to, and may be used as a basis for injunctive relief against, any Non-Permitted Action which may be instituted, prosecuted or attempted in breach of this Redemption Agreement and such Party shall be entitled to recover (in addition to any other damages that may be provided under this Redemption Agreement, at law, or in equity) their costs and expenses, including their attorneys’ fees, incurred in enforcing this provision; provided, however, that nothing in this paragraph 6(f) shall prevent any action to enforce this Redemption Agreement based on an alleged breach thereof. (g) IT IS UNDERSTOOD AND AGREED THAT THE OBLIGATIONS CONTAINED IN THIS SECTION 6 ARE AN INTEGRAL PART OF THIS REDEMPTION AGREEMENT AND THAT A BREACH OF ANY PROVISION IN THIS SECTION SHALL BE DEEMED A MATERIAL BREACH OF THIS REDEMPTION AGREEMENT. MOREOVER, INASMUCH AS THE ACTUAL DAMAGES WHICH WOULD BE SUSTAINED AS A RESULT OF SUCH A BREACH OF THE TERMS SET OUT IN THIS SECTION 6 WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO MEASURE, THE PARTIES AGREE THAT, IF (A) B▇▇▇▇▇▇, IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(A); (B) THE TRUSTS, IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(B), OR (C) THE TSRE PARTIES, IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(C), BRING A CLAIM THAT HAS BEEN RELEASED BY THIS REDEMPTION AGREEMENT, THE PARTY AGAINST WHOM SUCH CLAIM IS BROUGHT WILL BE ENTITLED TO LIQUIDATED DAMAGES, SEVERALLY AND NOT JOINTLY, AS FOLLOWS: FROM B▇▇▇▇▇▇, BUT ONLY IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(A); FROM THE TRUST THAT COMMITTED THE VIOLATION (IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(B); OR FROM THE TSRE PARTY THAT COMMITTED THE VIOLATION, BUT ONLY IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(C), IN THE AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) AND ANY OTHER RELIEF THE COURT MAY DEEM APPROPRIATE. THE PARTIES AGREE THAT THIS SUM IS A REASONABLE ESTIMATE OF THE COSTS, DAMAGES AND EXPENSES THAT THE NON-BREACHING PARTY WOULD INCUR AS A RESULT OF A BREACH OF THE RELEASE AS SET FORTH IN THIS SECTION 6 AND THAT IT DOES NOT REPRESENT A PENALTY. (h) For the avoidance of doubt, each of the Trust Releasees that are not signatories to this Redemption Agreement and each of the Releasees that are not signatories to this Redemption Agreement are each third party beneficiaries of the releases and other provisions contained in this Section 6 and shall each have the right to enforce the terms of the releases set forth in this Redemption Agreement, and no amendment or waiver of any provision that would alter the scope of the releases and related provisions of this Section 6 in a manner that is or may be materially adverse to a third party beneficiary shall be effective without the prior written consent of such third party beneficiary. (i) In all cases, the parties intend that the word “Claims” not include any Claim arising from a breach of this Redemption Agreement. (j) Notwithstanding the releases granted in Section 6(a) and (b) hereof, the releasing Persons pursuant to such provisions (the “Grantors”) shall remain entitled to assert against the attorneys, agents and consultants of the TSRE Parties released thereunder (the “Grantees”) any previously unreleased claim against any Grantee that a Grantor may otherwise lawfully assert, but only if a Grantor is the subject of a claim filed by a third party and the Grantor is seeking to recover from the Grantee all or a portion of any damages that may be awarded in favor of the third party against the Grantor. The release shall continue to bar the Grantor from recovering from the Grantee any amount in excess of that which the Grantor becomes obligated to pay to such third party, plus costs of litigation and, if applicable, reasonable attorneys’ fees. It is expressly understood that nothing contained in this Section 6(j) shall abrogate in any manner whatsoever the full release provided by B▇▇▇▇▇▇ in that certain Separation Agreement and Release dated February 23, 2014 between B▇▇▇▇▇▇ and TSRE.

Appears in 1 contract

Sources: Class a Preferred Stock Redemption Agreement (Trade Street Residential, Inc.)

Mutual Release. (a) Subject to Section 8(b) Effective as of the Closing, and (c) without limiting the rights of Buyer or the Companies and the Subsidiaries under this Agreement, as of any Transaction Agreement, the Closing Date (as defined in Continuing Intercompany Arrangements or any other agreements among the ▇▇▇▇▇▇▇ Field PSA) to Parties or their Affiliates specifically referencing this Agreement, Buyer and the maximum extent permitted under applicable lawCompanies and the Subsidiaries, on each of the Parties, for themselves its own behalf and on behalf of each of its Subsidiaries and Affiliates and their respective affiliates successors and related persons assigns, hereby unconditionally and entitiesirrevocably, waive any and all rights, defenses, claims (other than claims of fraud) or causes of action (including rights of contributions) known and unknown, foreseen and unforeseen, arising prior to or on the Closing that each of their Buyer and the Companies and/or the Subsidiaries have or may in the future have against Seller, its Affiliates or any of its or its Affiliates’ respective shareholders, partners, members, trustees, beneficiaries, directors, managersofficers, employeesemployees or equityholders, agents and representativesin each case arising out of, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, resulting from or are related relating to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by Business and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreementliability or Damages relating thereto. (b) Notwithstanding Effective as of the foregoingClosing, nothing in and without limiting the rights of Seller or its Affiliates under this Agreement shall be deemed a releaseAgreement, waiver any Transaction Agreement, the Continuing Intercompany Arrangements or modification any other agreements among the Parties or their Affiliates specifically referencing this Agreement, Seller, on its own behalf and on behalf of its Affiliates and their respective successors and assigns, hereby unconditionally and irrevocably, waives any claimsand all rights, demandsdefenses, claims (other than claims of fraud) or causes of actionaction (including rights of contributions) known and unknown, lawsuit foreseen and unforeseen, arising prior to or other legal action on the Closing that they (or proceeding among any of its respective successors or assigns) have or may in the JQH Trustfuture have against Buyer, its Affiliates (including, following the Closing, the Charitable Trust, and JDH with respect to Companies and/or the Plan, the Confirmation Order Subsidiaries) or any matters of its or its Affiliates’ respective directors, officers, employees or equityholders, in each case arising out of, resulting from or relating the Business and any liability or Damages relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Purchase Agreement (Chicago Bridge & Iron Co N V)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as In consideration of the Closing Date (as defined Separation Benefits set forth in Section 3 above, you and anyone and any entity claiming through you, including but not limited to, your heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, Company and each of their its respective past, present and future employees, officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in interest (in each case in their capacity as such), as well as each of their past, present and future employees, officers, directors, members, agents, trustees, beneficiariesadministrators, directors, managers, employees, agents and representatives, and the predecessorsowners, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, membersinsurers, trusteesfiduciaries, beneficiariesattorneys, directorssubsidiaries, managersparent companies, employeesaffiliates, agents and representatives, and the predecessors, successorsrelated entities, assigns, heirs predecessors and ▇▇▇▇▇▇▇▇ of successors in interest (in each of the foregoing persons case in their capacity as such), jointly and entities severally (collectively, referred to collectively hereafter as the “Released PartiesReleasees”), from any and all liabilities, claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Partiescharges, and all liabilitiescomplaints, obligations, costs, losses, damages, lossesinjuries, costs penalties, interest, attorneys’ fees, and expenses that other legal responsibilities, of any Releasing Party incursform whatsoever, whether beforeknown or unknown, on unforeseen, unanticipated, unsuspected or after latent (referred to collectively hereafter as “Claim” or “Claims”), which you have at any time owned or held up to and including the date of you sign this Agreement, that arise inincluding, underand without limiting the generality of the foregoing, from any and all Claims arising out of, connected with, or are relating to: (i) your employment or business relationship with the Company or the termination of such employment or business relationship with the Company; (ii) any act or omission by or on the part of any of the Releasees related thereto; (iii) any Claim for violation of any federal, state or local law or regulation prohibiting discrimination, failure to ▇▇▇▇▇▇▇ Fieldprevent discrimination, harassment or retaliation of any kind; (iv) any alleged violation of the Ground LeaseCalifornia Labor Code, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation applicable California Wage Order, Age Discrimination in Employment Act (“ADEA”), Fair Labor Standards Act or the Guaranty Agreement by Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (v) breach of any express or implied employment contract or agreement, wrongful discharge, breach of the implied covenant of good faith and among the JQH Trust fair dealing, intentional or negligent infliction of emotional distress, fraud, misrepresentation, defamation, trespass, conversion, interference with prospective economic advantage, invasion of privacy; (vi) any federal, state or local law regulating compensation, wages, hours, bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, paid time off (PTO), penalties, interest or damages; and certain of its affiliates(vii) any Claim for attorneys’ fees, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related costs or expenses relating to any of the foregoing. Notwithstanding the foregoing, your release does not apply to (A) any Claim that cannot be released as a matter of law, (B) any Claim to the payments and benefits under this Agreement, (C) your right to indemnification, reimbursement or advancement of expenses under the provisions of the governing documents of the Company or any of its subsidiaries, or under any directors’ and officers’ liability insurance policy maintained by the Company or any of its subsidiaries, (D) your rights as an equity or securityholder of the Company, or (E) any such future Claims that arise after the date you sign this Agreement, including without limitation, any Claim for breach of this Agreement or the Name and Likeness License Agreement or other future Claim (notwithstanding Section 9(b) of the Name and Likeness License Agreement) for defamation, invasion of rights to privacy, appropriation of privacy, infringement of rights of publicity or personality, violation of privacy rights or rights of publicity, intrusion, false light or public disclosure of private facts, or any similar matter, or based upon or relating to use or exploitation of the Property. (b) You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, and that the consideration given for the waiver and release in this Section is in addition to anything of value to which you are already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (i) your waiver and release do not apply to any rights or Claims that may arise after the date you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke it (by providing written notice of your revocation to me); and (v) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after the date that this Agreement is signed by you provided that you do not revoke it (the “Effective Date”). (c) In consideration of the execution of this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed the Releasees release you and anyone and any entity it can claim through you, including but not limited to, your heirs, administrators, successors in interest, assigns and agents from any and all Claims, which the beginning Company, any of its subsidiaries or any of its affiliates have at any time owned or held up to and including the date the Company signs this Agreement including, and without limiting the generality of the foregoing, any and all Claims arising out of, connected with, or relating to: (i) your employment or termination of employment with the Company; (ii) any act or omission by or on the part of you related thereto; (iii) any Claim for violation of any federal, state or local law or regulation; (iv) any breach of any express or implied employment contract or agreement, breach of the implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, fraud, misrepresentation, defamation, trespass, conversion, interference with prospective economic advantage, invasion of privacy; and (vi) any Claim for attorneys’ fees, costs or expenses; provided, however, that this release shall not extend to: (1) any Claims arising after the date this Agreement is signed, including without limitation any Claims for breach of this Agreement. ; (b2) Notwithstanding Claims for breach of fiduciary duty or other willful misconduct; (3) Claims arising, or which first become known to the foregoingCompany’s Board of Directors or its executive leadership team, nothing in after the date this Agreement shall be deemed a release, waiver or modification is signed for breach of any claims, demands, causes of action, lawsuit or other legal action or proceeding among your obligations under the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement CIAIA or the ▇▇▇▇▇▇▇ Field PSAName and Likeness License Agreement; and (4) any Claim that cannot be released as a matter of law.

Appears in 1 contract

Sources: Mutual Separation Agreement (Honest Company, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of Effective Time (but only if the Closing Date (as defined in Effective Time actually occurs), except for any rights or obligations under this Agreement or any of the ▇▇▇▇▇▇▇ Field PSA) other Ancillary Agreements, to the maximum fullest extent permitted under applicable lawby Applicable Law, each of the Parties, for themselves Buyer and Parent on behalf of of, respectively, itself and each of their respective affiliates its Subsidiaries and related persons its past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders, controlling Persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and entitiesunconditionally releases and forever discharges Parent and its Affiliates or the Acquired Companies, respectively, and each of their the foregoing’s respective shareholderspast, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, trusteesstockholders, beneficiariesequity holders, directorscontrolling Persons, managersrepresentatives or Affiliates, employeesor any heir, agents and representativesexecutor, and the predecessorsadministrator, successors, assigns, heirs and devisees successor or assign of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), ) of and from any claims, demandsand all actions, causes of action, lawsuits suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or other legal actions implied), and claims and demands whatsoever whether in law or proceedings in equity (whether based upon contract, tort or otherwise) which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to the Company or its Subsidiaries or any actions taken or failed to be taken by any of the Released Parties in any capacity related to the Company and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, its Subsidiaries occurring or arising on or after prior to the date of this Agreement, but only to the extent that arise insuch cause, undermatter or thing does not otherwise constitute fraud. The provisions of this Section 9.8 are intended to be for the benefit of, from or are related to ▇▇▇▇▇▇▇ Fieldand shall be enforceable by, the Ground LeaseReleased Parties, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date who are third party beneficiaries of this AgreementSection 9.8. (b) Notwithstanding the foregoing, nothing in Section 9.8(a) shall not constitute a release from, waiver of, or otherwise apply to the terms of this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding Ancillary Agreement or any liability or Contract contemplated by this Agreement or any Ancillary Agreement to be in effect after the Closing, or any enforcement thereof. Without limiting the generality of the foregoing, nothing contained in this Agreement Section 9.8 shall be deemed a releasewaive, waiver release or modifications otherwise discharge Parent from any liability it may have to other holders of Shares in its capacity as the controlling stockholder of the Company or any Parties’ rights Person from any liability, responsibility or obligation retained, assumed, transferred, assigned or allocated to enforce Parent and/or the other holders of Shares, on the one hand, or Buyer or the Acquired Companies, on the other hand, in accordance with this Agreement or the ▇▇▇▇▇▇▇ Field PSAany Ancillary Agreement.

Appears in 1 contract

Sources: Merger Agreement (Invesco Ltd.)

Mutual Release. (a) Subject 8.1 Effective on the date hereof, and except to Section 8(b) the extent provided in paragraph 7 hereof with respect to amounts due to GTECH for services performed through the date hereof, the June 1997 Agreement is hereby terminated, null and (c) void and of this Agreementno further force or effect. Without limiting the foregoing, as GTECH shall hereafter have no continuing obligation to provide, and PENN no continuing obligation to use, any GTECH Services whatsoever. 8.2 In consideration of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawforegoing, each of the PartiesPENN and PNGI, for themselves and on behalf of each of their respective affiliates and related persons and entities, themselves and each of their respective shareholders, partners, members, trustees, beneficiaries, present and former directors, managersofficers, employees, agents agents, subsidiaries, shareholders, successors and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities assigns (each, a "Releasing Party"), each hereby unconditionally, irrevocably release and forever releases all other Parties discharge GTECH, its present and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, former directors, managersofficers, employees, agents agents, subsidiaries, shareholders, successors and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), assigns from any claims, demandsand all liabilities, causes of action, lawsuits debts, claims and demands both in law and in equity, known or other legal actions unknown, fixed or proceedings against the Released Partiescontingent, and all liabilities, damages, losses, costs and expenses that which any Releasing Party incursmay have or claim to have, whether before, on in its own right or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoingassignee, from the beginning of time to and including through the date hereof, including, without limitation, any claim based upon or in any way related to the June 1997 Agreement, the goods or services fumished under the June 1997 Agreement or the termination of this the June 1997 Agreement, and PENN and PNGI each hereby covenants not to file a lawsuit or charge or commence any arbitration or other proceeding to assert any such claim. (b) Notwithstanding 8.3 In consideration of the foregoing, nothing in this Agreement shall be deemed GTECH, on behalf of itself and each of its present and former directors, officers, employees, agents, subsidiaries, shareholders, successors and assigns (each, a release"Releasing Party"), waiver or modification hereby releases and forever discharges PENN and PNGI, each of their respective present and former directors, officers, employees, agents, subsidiaries, shareholders, successors and assigns from any claims, demandsand all liabilities, causes of action, lawsuit debts, claims and demands both in law and in equity, known or unknown, fixed or contingent, which any Releasing Party may have or claim to have, in its own right or as assignee, from the beginning of time through the date hereof (other legal action than amounts due pursuant to paragraph 7 hereof), including, without limitation (other than as provided in such paragraph 7), any claim based upon or proceeding among in any way related to the JQH TrustJune 1997 Agreement, the Charitable Trust, and JDH with respect to goods or services furnished under the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this June 1997 Agreement or the ▇▇▇▇▇▇▇ Field PSAtermination of the June 1997 Agreement, and GTECH hereby covenants not to file a lawsuit or charge or commence any arbitration or other proceeding to assert any such claim.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Penn National Gaming Inc)

Mutual Release. C&C, on behalf of itself and on behalf of each of its agents, professionals, assigns, affiliates (corporate or otherwise), and successors, and any other person who may assert a claim through or on behalf of any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges BCG, Bird and each of their respective shareholders, officers, directors, employees, agents, professionals, subsidiaries, predecessors, affiliates, successors and assigns, from any and all Released Claims, including, without limitation, all Released Claims arising out of, based upon, resulting from or relating to (a) Subject to Section 8(b) and (c) of this Agreement, as the Prior Agreement or any of the Closing Date transactions contemplated thereby, and/or (as defined in b) BCG’s and/or Bird’s activities or services under the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawPrior Agreement. Each of BCG and Bird, each on behalf of the Parties, for themselves and on behalf of each of their respective agents, professionals, assigns, affiliates (corporate or otherwise), and related persons successors, and entitiesany other person who may assert a claim through or on behalf of any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges C&C and each of their respective its shareholders, partners, members, trustees, beneficiariesofficers, directors, managers, employees, agents and representativesagents, and the professionals, subsidiaries, predecessors, successorsaffiliates, successors and assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any and all Released Claims, including, without limitation, all Released Claims arising out of, based upon, resulting from or relating to the Prior Agreement or any of the transactions contemplated thereby. “Released Claims” as used herein shall mean any and all rights, charges, complaints, claims, demands, causes of action, lawsuits promises, agreements, rights to payment, rights to any equitable remedy, rights to any equitable subordination, rights to any financial, economic or equity interest, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, demands, indebtedness, liabilities, obligations, express or implied contracts, controversies, obligations of payment or performance, rights of offset or recoupment, accounts, sums of money, compensation, remuneration, damages, costs, losses or expenses (including attorneys’ and other professional fees and expenses) of every type, kind, nature, description or character, and irrespective of how, why or by reason of what facts, whether heretofore or now existing or disclosed or undisclosed, or that could, might or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, absolute or contingent, direct or derivative, whether based on contract, tort, breach of any duty, or other legal actions or proceedings against the Released Partiesequitable theory of recovery, and all liabilitieseach as though fully set forth herein at length (collectively, damages“Claims”), lossesthat arose, costs and expenses that any Releasing Party incursor whose underlying events occurred, whether before, on or after prior to the date of this Agreement, that arise in, under, from or are related whether asserted prior to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Agreement or thereafter, specifically including, but without limitation, Claims arising from or out of, connected with, or relating to the Prior Agreement and/or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in “Released Claims” do not include any actual or potential Claims held by any party hereto (or any rights or duties related to such Claims) which arise from or out of this Agreement shall be deemed a releaseAgreement, waiver which Claims are expressly reserved. The parties hereto expressly understand that both direct and indirect breaches of this Section 3 are proscribed, and, therefore, each party hereto covenants that it will not directly or modification indirectly encourage or aid, except as required by due legal process, the commencement or prosecution of any claims, demands, causes of action, lawsuit action or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or based upon any matters relating theretoReleased Claim. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Mutual Termination and Release Agreement (Charles & Colvard LTD)

Mutual Release. (a) Subject Effective upon the Closing, except with respect to Section 8(b) Fraud and for any rights or obligations under this Agreement and the other agreements contemplated hereby, each of Purchaser, ▇▇ ▇▇▇▇▇▇▇, the Company, the APN Entities and the Surviving Company, on behalf of itself and each of its Affiliates and each of its and their respective current and former officers, directors, employees, partners, members, advisors, successors and assigns (c) of this Agreementcollectively, as of the Closing Date (as defined in the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges ▇▇ ▇▇▇▇▇▇▇ Field PSA) to Seller, the maximum extent permitted under applicable lawUnitholders, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, Affiliates and each of their respective shareholderscurrent and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “Seller Released Parties”) of and from any and all Actions, causes of Actions, executions, judgments, duties, debts, dues, and claims and demands whatsoever whether in law or in equity which the Purchaser Releasing Parties may have against each of the Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to any of the Seller Released Parties occurring or arising prior to the Closing; provided, however, that nothing in this Section 7.4(a) shall release any of a Purchaser Releasing Party’s rights under (i) this Agreement or (ii) any of the other agreements delivered under this Agreement. (b) Effective upon the Closing, except with respect to Fraud and for any rights or obligations under this Agreement and the other agreements contemplated hereby, ▇▇ ▇▇▇▇▇▇▇ Seller and each Person who delivers a Letter of Transmittal in accordance with Sections 1.8(a) or 1.8(b), on behalf of itself and each of its Affiliates and each of its and their respective current and former officers, directors, employees, partners, members, trusteesadvisors, beneficiariessuccessors and assigns (collectively, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a Seller Releasing PartyParties”), hereby unconditionally, irrevocably and unconditionally releases and forever releases all other Parties and each of their respective affiliates and related persons and entitiesdischarges Purchaser, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇ ▇▇▇▇▇▇▇▇ of , the Company, the APN Entities and the Surviving Company and each of the foregoing persons their respective current and entities former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “Purchaser Released Parties”), ) of and from any claims, demandsand all Actions, causes of actionActions, lawsuits executions, judgments, duties, debts, dues, and claims and demands whatsoever whether in law or other legal actions or proceedings in equity which the Seller Releasing Parties may have against each of the Purchaser Released Parties, and all liabilitiesnow or in the future, damagesin each case in respect of any cause, losses, costs and expenses that any Releasing Party incurs, whether before, on matter or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related thing relating to any of the foregoingPurchaser Released Parties occurring or arising prior to the Closing; provided, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoinghowever, that nothing in this Section 7.4(b) shall release any of a Seller Releasing Party’s rights under (i) this Agreement, (ii) any of the other agreements contemplated hereby, (iii) any Contract set forth on (or not required to be set forth on) Schedule 2.19 and that is not required to be terminated pursuant to Section 8.2(f), (iv) any employment Agreement shall be deemed a release, waiver or modification of (v) any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoContract set forth on Schedule 11.3. (c) Notwithstanding The Seller Released Parties and the foregoing, nothing in Purchaser Released Parties who are contemplated to benefit from this Agreement shall Section 7.4 are expressly intended to be deemed a release, waiver or modifications third party beneficiaries of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSASection 7.4.

Appears in 1 contract

Sources: Stock Purchase Agreement (J M SMUCKER Co)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawClosing, each of the PartiesParent, for themselves itself and on behalf of each of their respective affiliates its Subsidiaries and related persons and entitiesAffiliates, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managersofficers, employees, agents and representatives, property managers, asset managers, agents, and the predecessors, their successors, assigns, heirs and devisees of each of the foregoing persons and entities executors (each, a “Releasing PartyParent Releasor”), hereby unconditionallyirrevocably, irrevocably knowingly and voluntarily releases, discharges and forever releases waives and relinquishes all other Parties claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Parent Releasor has, may have or might have or may assert now or in the future, against (i) the Transferred Subsidiaries and their respective successors, assigns, heirs, executors, officers, directors, partners and employees and (ii) Acquiror, and each of Acquiror’s Affiliates and their respective successors, assigns, heirs, executors, officers, directors, partners and employees (each, an “Acquiror Releasee”), arising out of, based upon or resulting from the Business, including with respect to the Properties, the Operating Partnerships, any Contract, any Transferred Assets, any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing Date in connection with the foregoing; provided, however, that nothing contained in this Section 6.08(a) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent related to or arising out of any (i) Insurance Agreement, (ii) any Transaction Agreement or (iii) any claim alleging fraud or intentional misconduct. Parent shall, and shall cause each Parent Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Acquiror Releasee based upon any matter released pursuant to this Section 6.08(a). The parties hereto hereby acknowledge and agree that the execution of this Agreement shall not constitute an acknowledgment of or an admission by any Parent Releasor or Acquiror Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. (b) Effective as of the Closing, Acquiror, for itself and on behalf of its Affiliates (including, for the avoidance of doubt, the Target Entities) and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managersofficers, employees, agents and representatives, property managers, asset managers, agents, and each of their successors, heirs and executors (each, an “Acquiror Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Acquiror Releasor has, may have or might have or may assert now or in the predecessorsfuture, against any of Parent, any Seller Party and their respective Affiliates and their respective successors, assigns, heirs heirs, executors, officers, directors, partners and ▇▇▇▇▇▇▇▇ of employees (in each of the foregoing persons and entities case in their capacity as such) (collectivelyeach, the a Released PartiesParent Releasee”), from any claimsarising out of, demands, causes of action, lawsuits based upon or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, resulting from the beginning of time to and Business, including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the PlanProperties, the Confirmation Order Operating Partnerships, any Contract, transaction, event, circumstance, action, failure to act or occurrence of any matters relating thereto. (c) Notwithstanding sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing Date in connection with the foregoing; provided, however, that nothing contained in this Section 6.08(b) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent related to or arising out of (i) any Insurance Agreement, (ii) any claim arising under the terms of any Transaction Agreement or (iii) any claim alleging fraud or intentional misconduct. Acquiror shall, and shall cause each Acquiror Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Parent Releasee based upon any matter released pursuant to this Section 6.08(b). The parties hereto hereby acknowledge and agree that the execution of this Agreement shall be deemed a release, waiver not constitute an acknowledgment of or modifications an admission by any Acquiror Releasor or Parent Releasee of the existence of any Parties’ rights to enforce this Agreement such claims or the ▇▇▇▇▇▇▇ Field PSAof liability for any matter or precedent upon which any liability may be asserted.

Appears in 1 contract

Sources: Purchase Agreement (American International Group, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (Separation Time and except as defined specifically set forth in this Agreement or any of the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawother Transaction Documents, each of New U S WEST, on the Partiesone hand, for themselves and U S WEST, on the other hand, on its own behalf and on behalf of each member of its respective Group, releases and forever discharges the other and the members of its Group, and its and their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiariesofficers, directors, managersagents, employeesAffiliates, agents record and representativesbeneficial security holders (including, without limitation, trustees and the predecessorsbeneficiaries of trusts holding such securities), successorsadvisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, heirs of and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases from all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claimsdebts, demands, Actions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesaccounts, covenants, contracts, agreements, damages, lossesclaims and Liabilities whatsoever of every name and nature, costs both in law and expenses that any Releasing Party incursin equity, which the releasing party has or ever had, which arise out of or relate to, in whole or in part, events, circumstances or actions, whether beforeknown or unknown, taken by such other party occurring or failing to occur or any conditions existing on or after prior to the date of this AgreementSeparation Time; PROVIDED, HOWEVER, that arise inthe foregoing general release shall not apply to (i) any Liabilities assumed, undertransferred, from assigned, allocated or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty arising under this Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to or any of the foregoing, from the beginning of time other Transaction Documents and shall not affect any party's rights to and enforce this Agreement (including the date provisions of Article VIII) or any of the other Transaction Documents in accordance with their terms; (ii) any Liability arising under any agreement listed in Section 9.2 of the Separation Disclosure Schedule (each of which shall remain in effect following the Separation Time); and (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this AgreementSection 11.1 (provided that the parties agree not to bring suit or permit any members of their Group to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 11.1 but for this clause (iii)). U S WEST and New U S WEST acknowledge that the foregoing general release shall not apply to any Liabilities assigned by members of the U S WEST Group or members of the New U S WEST Group to third parties prior to the Separation Time. (b) Notwithstanding The parties acknowledge that members of the foregoingU S WEST Law Department and U S WEST's outside counsel currently represent members of both the U S WEST Group and the New U S WEST Group. Effective as of the Separation Time, nothing in this Agreement shall be deemed a releaseeach of New U S WEST, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among on the JQH Trust, the Charitable Trustone hand, and JDH U S WEST, on the other hand, on its own behalf and on behalf of each member of its respective Group, waives any conflict with respect to such common representation before, at or after the PlanSeparation Time (other than, in the Confirmation Order case of such common representation by U S WEST's outside counsel, with respect to any dispute or any matters relating theretoAction between a member of the U S WEST Group and a member of the New U S WEST Group). (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Separation Agreement (Usw-C Inc)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawClosing, each of the PartiesSeller, for themselves and on behalf of each of itself and its Affiliates and its and their respective affiliates former, current and related persons future Representatives, successors and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities assignees (collectively, the “Released PartiesSeller Releasors”), from any claimshereby fully, demandsirrevocably and unconditionally releases, causes of actionacquits and forever discharges the Target Group Companies and their current and former Representatives, lawsuits or other legal actions or proceedings against the Released Partiesas well as their present and future equityholders, Subsidiaries, Affiliates, and all liabilitieseach of the future Representatives, damages, losses, costs equityholders and expenses that control persons of any Releasing Party incurs, whether before, on or after of the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022foregoing, and all matters related to each of the respective heirs, executors, administrators, successors and assigns of any of the foregoing, from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, arising out of or relating to the beginning of time Target Group Companies prior to and including the date of Closing (the “Seller Released Claims”). Notwithstanding anything to the contrary in this Agreement, the Seller Released Claims shall not include any (i) claims or rights arising under or related to this Agreement or the other Transaction Documents or (ii) claims for fraud or criminal or willful misconduct. (b) Notwithstanding Effective as of the Closing, Buyer, on behalf of itself and its Affiliates and its and their former, current and future Representatives, successors and assignees (collectively, the “Buyer Releasors” and together with the Seller Releasors, the “Releasors”), hereby fully, irrevocably and unconditionally releases, acquits and forever discharges the current and former Representatives of the Target Group Companies, as well as their present and future equityholders, Subsidiaries, Affiliates, and each of the future Representatives, equityholders and control persons of any of the foregoing, nothing in this Agreement shall be deemed a releaseand each of the respective heirs, waiver or modification executors, administrators, successors and assigns of any of the foregoing, from any and all manner of actions, causes of actions, claims, obligations, demands, causes of actiondamages, lawsuit costs, expenses, compensation or other legal action relief, whether known or proceeding among unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, arising out of or relating to the JQH TrustTarget Group Companies prior to the Closing (the “Buyer Released Claims” and together with the Seller Released Claims, the Charitable Trust, and JDH with respect “Released Claims”). Notwithstanding anything to the Plancontrary in this Agreement, the Confirmation Order Buyer Released Claims shall not include any (i) claims or any matters relating theretorights arising under or related to this Agreement or the other Transaction Documents or (ii) claims for fraud or criminal or willful misconduct. (c) Notwithstanding In signing this Agreement, each of Seller and Buyer, on behalf of itself and the foregoingapplicable Releasors, nothing expressly waives and relinquishes all rights and benefits provided by any applicable statute or common law principle to the effect that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”. Thus, notwithstanding any such provisions, and for the purpose of implementing a full and complete release and discharge of the Released Claims, each of Seller and Buyer, on behalf of itself and the applicable Releasors, expressly acknowledges that the general release and waiver of claims set forth in this Section 8.6 is intended to include in its effect, without limitation, all claims which the Releasors do not know or suspect to exist in such party’s favor at the time each of Seller and Buyer, on behalf of itself and the applicable Releasors, sign it, and that this Agreement shall be deemed a release, waiver or modifications contemplates the extinguishment of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAand all such claims.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Altus Power, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this AgreementAmir, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessorshis heirs, successors, assigns, heirs grantees, transferees, agents, representatives and/or any other party entitle to take under or through the Amir, individually and devisees of each of the foregoing persons and entities (each, a “Releasing Party”)jointly, hereby unconditionally, irrevocably release and forever releases all other Parties discharge individually and each of their respective affiliates and related persons and entitiesjointly, Daleco, and each of their respective shareholdersits agents, partnersemployees, membersrepresentatives, trustees, beneficiariesofficers, directors, managerssuccessors and assigns, employees, agents of and representativesfrom all, and all manner of, actions, causes of action, suits, debts, dues, charges, damages, accounts, covenants, liabilities, contracts, agreements, judgments, claims and demands whatsoever, whether at law or in equity, whether matured, unmatured or contingent, whether foreseen or unforeseen, which against Daleco, or any of them, Amir ever had, now or hereafter can, shall or may have by reason of any cause, matter or thing whatsoever, from the predecessorsbeginning of the world to the date hereof (“Settlement Date”) saving and excepting only those rights arising out of this Agreement; provided, however, that should the Agreement be breached in any respect by Amir, except as set forth in Paragraph 5 below nothing in this Agreement shall prevent Daleco, or any of them, from raising any claim, demand, damage, loss, cost, liability, interest, expense (including reasonable attorneys’ fees) in any cause of action, proceeding, claim or other action for monetary damages against Daleco, or any of them, by reason of such breach. (b) Each of Daleco, individually and jointly, on behalf of its officers, directors, shareholders and affiliates, hereby release and forever discharge Amir, his heirs, successors, assigns, heirs grantees, transferees, agents, representatives and/or any other party entitle to take under or through the Amir, of and ▇▇▇▇▇▇▇▇ of each of the foregoing persons from all, and entities (collectivelyall manner of, the “Released Parties”), from any claims, demandsactions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesdebts, dues, charges, damages, lossesaccounts, costs covenants, liabilities, contracts, agreements, judgments, claims and expenses that any Releasing Party incursdemands whatsoever, whether beforeat law or in equity, on whether matured, unmatured or after the date of this Agreementcontingent, that arise inwhether foreseen or unforeseen, underwhich against Amir, from Daleco, or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoingthem, ever had, now or hereafter can, shall or may have by reason of any cause, matter or thing whatsoever, from the beginning of time the world to the Settlement Date, saving and including the date excepting only those rights arising out of this Agreement. (b; provided, however, that should the Agreement be breached in any respect by Daleco, or any of them, except as set forth in Paragraph 5(b) Notwithstanding the foregoing, below nothing in this Agreement shall be deemed a releaseprevent Amir from raising any claim, waiver or modification of demand, damage, loss, cost, liability, interest, expense (including reasonable attorneys’ fees) in any claims, demands, causes cause of action, lawsuit proceeding, claim or other legal action or proceeding among the JQH Trustfor monetary damages against Daleco, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoof them, whichever party shall have breached the Agreement, it being understood that the obligations of each such party are individual and not joint or joint and several. (c) Notwithstanding anything in Paragraphs 4(a) and (b) above to the foregoingcontrary, nothing in herein shall prevent either party from enforcing the provisions of this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAAgreement.

Appears in 1 contract

Sources: Agreement of Settlement (Daleco Resources Corp)

Mutual Release. (a) Subject to Section 8(b) ▇▇▇▇▇▇▇, for himself and (c) his heirs, executors, administrators, representatives, agents, and assigns, fully releases and forever discharges the Company and its parents, subsidiaries, successors, predecessors, and related entities, and their members, managers, officers, directors, agents, employees, attorneys, insurers, and representatives, in such capacities, from any and all claims, demands, liabilities, obligations, suits, charges, actions, and causes of this Agreementaction, whether known or unknown, accrued or not accrued, as of the Closing Date (date of this Release, with respect to matters relating to or arising out of ▇▇▇▇▇▇▇’▇ service as defined Chief Financial Officer and/or Director of the Company and his Resignation. The Company, and its parents, subsidiaries, successors, predecessors, and related entities, and their members, managers, officers, directors, agents, employees, attorneys, insurers, and representatives, in the such capacities, fully release and forever discharge ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawand his heirs, each executors, administrators, representatives, agents, and assigns from any and all claims, demands, liabilities, obligations, suits, charges, actions, and causes of action, whether known or unknown, accrued or not accrued, as of the Partiesdate of this Release, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities with respect to matters relating to or arising out of: (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and i) ▇▇▇▇▇▇▇of each service as Chief Financial Officer and/or Director of the foregoing persons Company, and entities (collectivelyii) his respective Resignation. Notwithstanding the foregoing, the “Released Parties”), from following items are hereby not released by ▇▇▇▇▇▇▇: (a) any claims, demands, causes claim that the Company has breached this Agreement; (b) reimbursement of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and unreimbursed business expenses that any Releasing Party incurs, whether before, on or after properly incurred prior to the date upon which ▇▇▇▇▇▇▇ resigned as a Director of this Agreementthe Company; (c) indemnification to which ▇▇▇▇▇▇▇ is entitled as a current or former officer of the Company, that arise in, under, from or are inclusion as a beneficiary of any insurance policy related to ▇▇▇▇▇▇▇’Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated service as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any a Director of the foregoing, from Company; and (d) any claims under any applicable federal or state securities laws arising in connection with the beginning sale of time the Company’s securities to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Mutual Release and Non Disparagement Agreement (LQR House Inc.)

Mutual Release. Notwithstanding anything to the contrary contained in the MIPA, including without limitation Section 7.2, upon payment by Buyer of the Termination Fee and Reimbursable Costs (asolely to the extent and in the event such costs are required to be paid by Buyer to Sellers), in each case as provided in and subject to the terms and conditions of Section 7.3 of the MIPA, Buyer, on the one hand, and the Sellers and National on the other, for and on its behalf, and on behalf of their respective principals, partners, shareholders, members, officers, directors, agents, attorneys, employees, insurers, successors, representatives and assigns, shall fully and forever release and discharge the other and its principals, partners, shareholders, members, officers, directors, agents, attorneys, employees, insurers, successors, representatives and assigns, from any and all claims, liabilities, demands, damages, rights, actions or causes of action, whether fixed or contingent, liquidated or unliquidated, direct or indirect, known or unknown, whether arising in contract, tort or otherwise, which arise out of the transactions contemplated by the MIPA, including, but not limited to, claims with respect to or arising out of i) Subject any and all negotiations culminating in the execution of the MIPA, ii) the Parties’ efforts to Section 8(bobtain approval of the MIPA by their respective Shareholder Assembly or members, and iii) the Parties’ efforts to obtain regulatory approval of and (c) of this Agreementto complete the transactions contemplated by the MIPA, and all claims that any Party might have against any other Party related to or arising from such matters, whether asserted or not, as of the Closing Date date of payment of the Termination Fee and Reimbursable Costs are paid in full (as defined solely to the extent and in the ▇▇▇▇▇▇▇ Field PSA) event such costs are required to be paid by Buyer to Sellers), in each case, as provided in and subject to the maximum extent permitted under applicable law, each terms and conditions of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this AgreementSection 7. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (National Beef Packing Co LLC)

Mutual Release. Transferee and Ferdinand (a) Subject to Section 8(b) on behalf of himself and (c) his affiliates), and each of this Agreementtheir respective past and present officers, as directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the Closing Date foregoing (as defined in collectively, the “Ferdinand Releasor”), fully, finally, unconditionally, irrevocably and forever remises, releases and discharges the Transferor, ▇▇▇▇▇▇ Field PSA) and their affiliates (it being understood and agreed that in no event shall the Company be deemed to the maximum extent permitted under applicable law, each be an affiliate of the Parties, Transferor and/or ▇▇▇▇▇▇ for themselves and on behalf of each of their respective affiliates and related persons and entitiesthis purpose), and each of their respective shareholderspast and present officers, directors, members, managers, partners, members, trustees, beneficiaries, directors, managersshareholders, employees, agents servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors, assigns, heirs successors and devisees assigns of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Transferor Released Parties”), from any and all claims, demandsliabilities, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesrights of action, and all liabilitiesactions, demands, suits, proceedings, damages, lossescosts, costs fees and expenses that any Releasing Party incursof every name and nature, both at law and in equity, whether beforeknown or unknown, on suspected or after unsuspected, foreseen or unforeseen, that the Ferdinand Releasor now has, has ever had or ever may have against any Transferor Released Party relating to any and all matters whatsoever (including without limitation the Reconciliation) from the beginning of time to the date of this Agreement, that arise in, under, from or are related to ▇. Transferor and ▇▇▇▇▇▇ Field(on behalf of himself and his affiliates), and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the Ground Lease“Transferor Releasor”), fully, finally, unconditionally, irrevocably and forever remises, releases and discharges the Transferee, Ferdinand and their affiliates, and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the Development Agreement“Ferdinand Released Parties”), from any and all claims, liabilities, causes of action, rights of action, actions, demands, suits, proceedings, damages, costs, fees and expenses of every name and nature, both at law and in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that the City ClaimsTransferor Releasor now has, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, has ever had or ever may have against any Ferdinand Released Party relating to any and all matters related to any of whatsoever (including without limitation the foregoing, Reconciliation) from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Stock Transfer and Release Agreement (Ferdinand Brian)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date and except for claims for Fraud or as otherwise expressly set forth in this Agreement (as defined including Section 7.2, Section 7.3, Article X and Section 5.13(b)) or in the ▇▇▇▇▇▇▇ Field PSA) to Separation Agreement or the maximum extent permitted under applicable lawServices Agreement, each of the PartiesSupervalu, for themselves and on behalf of itself and each of its respective Subsidiaries and each of their respective affiliates successors and related persons assigns, on the one hand, and entitiesPurchaser, on behalf of itself and each of its Subsidiaries, including the Save-A-Lot Entities, and each of their respective shareholderssuccessors and assigns, partnerson the other hand, membershereby irrevocably, trusteesunconditionally and completely waives and releases and forever discharges (i) Supervalu and Affiliates and their respective successors and assigns (in the case of Purchaser), beneficiaries(ii) Purchaser and its Affiliates and their respective successors and assigns (in the case of Supervalu) and (iii) all Persons who at any time prior to the Closing have been stockholders, directors, managers, employeesofficers, agents and representativesor employees of the other or any of the other’s Affiliates (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (such released Persons, the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a Releasing PartyReleasees”), hereby unconditionally, irrevocably and forever releases in each case from all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claimsIndebtedness, demands, Actions, causes of action, lawsuits suits, accounts, covenants, contracts, agreements, Losses and other Liabilities whatsoever of every name and nature, both in law and in equity, arising out of or related to events, circumstances or actions taken by such other legal actions Party or proceedings against its respective Subsidiaries (including, in the Released Partiescase of Supervalu, the Save-A-Lot Entities) occurring or failing to occur, in each case, at or prior to the Closing Date. Neither Party hereto shall make, and all liabilities, damages, losses, costs and expenses that each Party hereto shall not permit any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliatesSubsidiaries or their respective representatives to make, the City and Commerce Bank dated as any claim or demand, or commence any Action asserting any claim or demand, including any claim of December 1contribution or any indemnification, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to against any of the foregoingother Party’s Affiliates or any of other Party’s Releasees with respect to any Liabilities released pursuant to this Section 5.13. Except as set forth herein, from and after the beginning Closing Date, no member of time the Supervalu Group shall have any right of contribution or indemnification against any of the Save-A-Lot Entities for any amounts paid to and including any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement or any claim arising from or relating to a breach by Supervalu or any of the date Save-A-Lot Entities or their respective Subsidiaries of any representations, warranties, covenants or other agreements contained in this Agreement or in the Services Agreement. (b) Notwithstanding the foregoing, nothing in Section 5.13(a) shall not constitute a release from, waiver of, or otherwise apply to the terms of this Agreement, the Separation Agreement or the Services Agreement or any Liability or Contract expressly contemplated by this Agreement shall or the Services Agreement to be deemed a releasein effect between Supervalu and Purchaser (or their respective Affiliates) after the Closing, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding enforcement thereof. Without limiting the generality of the foregoing, nothing contained in this Agreement Section 5.13(b) shall be deemed a releasewaive, waiver release or modifications of otherwise discharge any Parties’ rights Person from any Liability (i) retained, assumed, transferred, assigned or allocated to enforce Supervalu, on the one hand, or Purchaser or the Save-A-Lot Entities, on the other hand, in accordance with this Agreement or the ▇▇▇▇▇▇▇ Field PSAServices Agreement, or (ii) the release of which would result in the release of any Person other than a Person released pursuant to Section 5.13(a).

Appears in 1 contract

Sources: Merger Agreement (Supervalu Inc)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties▇▇▇, for themselves himself and on behalf of each of their respective affiliates his heirs, executors, administrators, representatives, agents, and assigns, fully releases and forever discharges the Company and its parents, subsidiaries, successors, predecessors, and related persons and entities, and each of their respective shareholders, partners, members, trusteesmanagers, beneficiariesofficers, directors, managersagents, employees, agents attorneys, insurers, and representatives, in such capacities, from any and all claims, demands, liabilities, obligations, suits, charges, actions, and causes of action, whether known or unknown, accrued or not accrued, as of the predecessorsdate of this Release, with respect to matters relating to or arising out of ▇▇▇▇▇▇▇▇▇’▇ service as a Director of the Company and his Resignation. The Company, and its parents, subsidiaries, successors, assignspredecessors, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trusteesmanagers, beneficiariesofficers, directors, managersagents, employees, agents attorneys, insurers, and representatives, in such capacities, fully release and the predecessors, successors, assigns, heirs and forever discharge ▇▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectivelyhis heirs, the “Released Parties”)executors, administrators, representatives, agents, and assigns from any and all claims, demands, liabilities, obligations, suits, charges, actions, and causes of action, lawsuits whether known or other legal actions unknown, accrued or proceedings against the Released Partiesnot accrued, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after as of the date of this Release, with respect to matters relating to or arising out of: (i) ▇▇▇▇▇▇▇▇▇’▇ service as a Director of the Company, and (ii) his respective Resignation. Notwithstanding the foregoing, the following items are hereby not released by ▇▇▇▇▇▇▇▇▇: (a) any claim that the Company has breached this Agreement; (b) reimbursement of unreimbursed business expenses properly incurred prior to the date upon which ▇▇▇▇▇▇▇▇▇ resigned as a Director of the Company; (c) indemnification to which ▇▇▇▇▇▇▇▇▇ is entitled as a current or former officer of the Company, that arise in, under, from or are inclusion as a beneficiary of any insurance policy related to ▇▇▇▇▇▇▇▇▇’Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated service as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any a Director of the foregoing, from Company; and (d) any claims under any applicable federal or state securities laws arising in connection with the beginning sale of time the Company’s securities to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA▇▇▇.

Appears in 1 contract

Sources: Mutual Release and Non Disparagement Agreement (LQR House Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in but only if the ▇▇▇▇▇▇▇ Field PSA) to Closing actually occurs), except for any rights or obligations under this Agreement and the maximum extent permitted under applicable lawother Transaction Agreements, each of the PartiesBuyer, for themselves and on behalf of itself and each of their respective affiliates its Subsidiaries (including the Companies) on the one hand, and related persons Seller, on behalf of itself and entitieseach of its Subsidiaries, on the other hand, and each of its and their respective shareholderspast, present and/or future officers, directors, agents, general or limited partners, managers, management companies, members, trusteesadvisors, beneficiariesstockholders, directorsequity holders, managerscontrolling Persons, employeesother representatives or Affiliates, agents and representativesor any heir, and the predecessorsexecutor, successorsadministrator, assigns, heirs and devisees successor or assign of each any of the foregoing persons and entities (eachcollectively, a the “Releasing PartyParties”), hereby unconditionally, irrevocably and unconditionally releases and forever releases all discharges Seller and its Affiliates (other Parties than the Companies), in the case of Buyer, and each Buyer and its Affiliates (including the Companies), in the case of their respective affiliates and related persons and entitiesSeller, and each of their the foregoing’s respective shareholderspast, present or future officers, directors, agents, general or limited partners, managers, management companies, members, trusteesadvisors, beneficiariesstockholders, directorsequity holders, managerscontrolling Persons, employeesother representatives or Affiliates, agents and representativesor any heir, and the predecessorsexecutor, successorsadministrator, assigns, heirs and ▇▇▇▇▇▇▇▇ successor or assign of each any of the foregoing persons and entities (collectively, the “Released Parties”), ) of and from any claims, demandsand all actions, causes of action, lawsuits suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or other legal actions implied), and claims and demands whatsoever whether in law or proceedings in equity (whether based upon contract, tort or otherwise) which the Releasing Parties may have against each of the Released Parties, and all liabilitiesnow or in the future, damagesin each case in respect of any cause, losses, costs and expenses that any Releasing Party incurs, whether before, on matter or after thing relating to the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ FieldCompanies, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement Business or any actions taken or failed to be taken by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from Released Parties in any capacity related to Companies or the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver Business occurring or modification of any claims, demands, causes of action, lawsuit arising on or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect prior to the Plan, the Confirmation Order or any matters relating theretoClosing Date. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Stock Purchase Agreement (Verisk Analytics, Inc.)

Mutual Release. (ai) Subject to Section 8(b) MSC, and (c) of this Agreementany entity which MSC maintains a direct or indirect controlling or majority interest, as of hereby releases and forever discharges SSRG and the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawParent, each of the Parties, for themselves and on behalf of each of their respective affiliates present and related persons and entitiesfuture directors, and each of their respective shareholdersofficers, managers, partners, membersagents, trustees, beneficiaries, directors, managersconsultants, employees, agents and representatives, attorneys, and the predecessorsinsurers, successorsas applicable, assigns, heirs together with all successors and devisees assigns of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released PartiesSSRG Releasees”), of and from any all claims, demands, actions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesrights of action, and all liabilitiescontracts, controversies, covenants, obligations, agreements, damages, lossespenalties, costs interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and expenses proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that SSRG or Parent, and any Releasing Party incursentity with which SSRG or Parent is affiliated or in which it maintains a direct or indirect controlling or majority interest, whether beforeor their predecessors, on officers, directors, partners, employees, agents, legal representatives, successors or after assigns, ever had, now has, or hereafter can, shall, or may have, against SSRG Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, Agreement (“SSRG Claims”); and (ii) SSRG and the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022Parent, and any entity which SSRG or the Parent maintain a direct or indirect controlling or majority interest, hereby release and forever discharge MSC, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all matters related to successors and assigns of any of the foregoingforegoing (collectively, the “MSC Releasees”), of and from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any all claims, demands, actions, causes of action, lawsuit rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or other description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that MSC, and any entity with which MSC is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal action representatives, successors or proceeding among assigns, ever had, now has, or hereafter can, shall, or may have, against the JQH TrustMSC Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Charitable Trustdate of this Agreement (“MSC Claims” and with the SSRG Claims, and JDH with respect the “Claims”). Notwithstanding anything herein to the Plancontrary, the Confirmation Order release of the MSC Claims and SSRG Claims shall not release any claims or responsibilities under this Agreement. It is understood and agreed that the Parties hereby expressly waive any matters relating thereto. (c) Notwithstanding and all laws or statutes, of any jurisdiction whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the foregoing, nothing in time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Agreement shall be deemed a does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Termination Agreement (Magnolia Solar Corp)

Mutual Release. (a) Subject to Section 8(b) Effective from and (c) of this Agreement, as of after the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawEffective Date, each of SPAC and Merger Sub, on the Partiesone hand, for themselves and the Company, on the other hand, acknowledge and agree, in each case on behalf of each of their respective affiliates and related persons and entities, itself and each of their its respective shareholderscurrent and former Affiliates, including, but not limited to, Phoenix Biotech Sponsor, LLC (“Sponsor”), any and all members of the Sponsor, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, trusteesinvestors, beneficiaries, directors, managers, employees, agents and equity holders or other representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities predecessors or assigns (each, a “Releasing Party”), hereby unconditionallythat: a. Each Releasing Party represents and warrants that it (i) has no Claims (as defined below) and (ii) has not transferred or assigned, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entitiesor purported to transfer or assign, any Claims, and covenants that it will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, on the one hand, or SPAC or Merger Sub, on the other hand, or any current or former Affiliates of their respective shareholdersthe Company, SPAC or Merger Sub, which in each case includes, but is not limited to, Sponsor, any and all members of the Sponsor, and Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, trusteesinvestors, beneficiaries, directors, managers, employees, agents and equity holders or other representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ predecessors or assigns of each of the foregoing persons and entities such Party (collectively, the “Released Parties”); b. Each Releasing Party hereby unconditionally, from irrevocably and forever releases, acquits and discharges the other Releasing Party’s Released Parties from, and covenants not to sue any of the other Releasing Party’s Released Parties for, any and all claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesactions, and all suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, punitive damages, costs, losses, costs debts, interest and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, including without limitation, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby), or any of the Ancillary Documents or Term Sheet, relating to breach of contract, fraud or willful breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Business Combination Agreement (together with the other documents and transactions contemplated thereby), the Ancillary Documents, the Term Sheet or the transactions contemplated thereby, including but not limited to their negotiation, execution, performance or nonperformance (collectively, “Claims”), that any such Releasing Party incurshas or had or can, whether beforewill or may now or hereafter have, including any Claims arising under any applicable Law. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on or after the date of the execution of this Termination Agreement, might have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any reason of the foregoingreleases contained herein, from each Party is assuming the beginning risk of time to such unknown Claims and including the date of agrees that this Agreement. (b) Notwithstanding the foregoing, nothing in this Termination Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating applies thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Termination Agreement (Phoenix Biotech Acquisition Corp.)

Mutual Release. (a) Subject to Section 8(b) Daseke, for the purpose of binding himself and his heirs, legal representatives, successors and assigns, and entities with which Daseke is affiliated (c) other than the Company), and for all persons or entities claiming by, through or under any of this Agreementthem, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) hereby RELEASES, WAIVES, ACQUITS AND FOREVER DISCHARGES to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entitiesCompany, and each of their respective shareholdersits prior, partnerscurrent and future officers, members, trustees, beneficiariesemployees, directors, managersstockholders, employeesattorneys, agents advisors, receivers and conservators, and their respective heirs, legal representatives, successors and the predecessors, successors, assigns, heirs assigns of and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demandsand all actions, causes of action, lawsuits liabilities, claims, counterclaims, effective defenses, offsets, demands, losses or other legal actions damages of any kind or proceedings against nature whatsoever (the Released Parties"Daseke Claims") in law or in equity, known or unknown, contingent or fixed, arising under contract, including, without limitation, the Employment Agreement, tort, statute or otherwise, and whether based on facts known or unknown, and existing on the date hereof, or which may arise in the future based upon facts and circumstances which exist or existed on or prior to the date hereof (excluding, however, any of the Daseke Claims arising from the performance or non-performance of the Company's obligations under this Agreement, the Plan, the Option Agreements, the LTIP, the Award Agreement issued under the LTIP and the notes and other agreements referenced in Section 5(c) hereof and any right to indemnification from the Company arising from Daseke's status as an officer and director of the Company and as provided herein), including, without limitation, any and all actions, causes of action, liabilities, damagesclaims, lossescounterclaims, costs demands, losses and expenses damages asserted or that could have been asserted prior to the execution of this Agreement, or sounding in, arising from or any Releasing Party incursway relating to breach of contract, whether beforefraud, on deceit, tortious interference, breach of obligations of good faith and fair dealing, misrepresentation, deceptive trade practices or after federal or state securities violations, existing under or arising out of events prior to the date of this Agreement, that including specifically any claims or causes of action arising out of or relating to the Employment Agreement or the termination thereof or the events surrounding Daseke's resignation as Chief Executive Officer and Chairman of the Board of the Company. Daseke for the purpose of binding his affiliates also hereby TRANSFERS AND ASSIGNS any and all of the Daseke Claims to the Company and its prior, current and future officers, employees, directors, stockholders, receivers and conservators, and their respective heirs, legal representatives, successors and assigns. This provision shall not be construed as an admission of any liability by the Company or any other entity. (b) The Company, for the purpose of binding its prior, current and future officers, employees, directors, stockholders, receivers and conservators and entities with which they are affiliated, and for all persons or entities claiming by, through or under any of them, hereby RELEASES, WAIVES, ACQUITS AND FOREVER DISCHARGES to the maximum extent permitted under applicable law, Daseke and his heirs, legal representatives, successors and assigns of and from any and all actions, causes of action, liabilities, claims, counterclaims, effective defenses, offsets, demands, losses or damages or any kind or nature whatsoever (the "Company Claims"), in law or in equity, known or unknown, contingent or fixed, arising under contract, tort, statute or otherwise, and whether based on facts known or unknown, and existing on the date hereof, or which may arise inin the future based upon facts and circumstances which exist or existed on or prior to the date hereof (excluding, underhowever, any of the Company Claims arising from the performance or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development non-performance of any obligations under this Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation OrderOption Agreements, the Guaranty Agreement by and among the JQH Trust and certain of its affiliatesLTIP, the City Award Agreement issued under the LTIP and Commerce Bank dated the notes and other agreements referenced in Section 5(c) hereof and any right to indemnification from Daseke arising from Daseke's status as an officer and director of December 1the Company and as provided herein), 2002including, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliateswithout limitation, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, any and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demandsactions, causes of action, lawsuit liabilities, claims, counterclaims, demands, losses and damages asserted or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect that could have been asserted prior to the Planexecution of this Agreement, or sounding in, arising from or in any way relating to breach of contract, fraud, deceit, tortious interference, breach of obligations of good faith and fair dealing, misrepresentation, deceptive trade practices or federal or state securities violations, existing under or arising out of events prior to the Confirmation Order execution of this Agreement, including specifically any claims or causes of action arising out of or relating to the Employment Agreement or the termination thereof or the events surrounding Daseke's resignation as Chief Executive Officer and Chairman of the Board of the Company. The Company, for the purpose of binding its prior, current and future officers, employees, directors, stockholders, receivers and conservators hereby TRANSFERS AND ASSIGNS any matters relating theretoand all of the Company Claims to Daseke and his heirs, legal representatives, successors and assigns. This provision shall not be construed as an admission of any liability by Daseke. (c) Notwithstanding Daseke, for the foregoingpurpose of binding himself and his heirs, nothing in this Agreement shall be deemed a releaselegal representatives, waiver successors and assigns, and for all persons or modifications entities claiming by, through or under him, hereby RELEASES, WAIVES, ACQUITS AND FOREVER DISCHARGES to the maximum extent permitted under applicable law, the Company and its prior, current and future officers, employees, directors, stockholders, attorneys, advisors, receivers and conservators, and their respective heirs, legal representatives, successors and assigns of and from any and all claims of discrimination of any Parties’ rights to enforce this Agreement kind, including age discrimination and any contractual, tort or other common law claims. This release and waiver includes all such claims, whether under any applicable federal laws, including, without limitation, the ▇▇▇▇▇▇▇ Field PSAfederal Age Discrimination in Employment Act, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Family and Medical and Leave Act, the Older American Workers Act or under any applicable state or local laws or ordinances, including the Texas Commission on Human Rights Act.

Appears in 1 contract

Sources: Settlement and Employment Agreement (Walden Residential Properties Inc)

Mutual Release. (a) Subject to Section 8(b) and (c) of this AgreementPRG, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of itself and each entity controlled by it, hereby releases and forever discharges and covenants not to s▇▇ each of Purchaser, the Company, MVRSL and each Subsidiary, and any of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, officers or directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any and all claims, demands, liabilities, rights, remedies, causes of action, lawsuits damages and suits of every kind or other legal nature, whether known or unknown, whether or not previously asserted, which arise out of or relate to actions or proceedings against omissions occurring prior to the Released PartiesClosing; provided, and all liabilitieshowever, damages, losses, costs and expenses that this release shall not apply to any Releasing Party incurs, whether before, on or after the date breach of this Agreement, that arise in, under, from Agreement or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this AgreementPurchaser Non-Compete. (b) Notwithstanding Purchaser, on behalf of itself, the foregoingCompany, nothing in this Agreement shall be deemed a releaseMVRSL and each Subsidiary, waiver hereby releases and forever discharges and covenants not to s▇▇ each of PRG and each entity controlled by it, and any of their respective officers or modification of directors, from any and all claims, demands, liabilities, rights, remedies, causes of action, lawsuit damages and suits of every kind or other legal action nature, whether known or proceeding among the JQH Trustunknown, the Charitable Trustwhether or not previously asserted, and JDH with respect which arise out of or relate to actions or omissions occurring prior to the PlanClosing (including, without limitation, all obligations under any guarantees made prior to the Confirmation Order Closing by PRG, Seller or any matters relating theretoother entity controlled by PRG in favor of the Company, MVRSL or any Subsidiary); provided, however, this release shall not apply to any breach of this Agreement or the PRG Non-Compete. (c) Notwithstanding Effective as of the foregoingClosing, nothing all agreements (other than this Agreement, the Novation Agreement, the Non-Competition Agreements, the Letter Agreement, any agreements between PRG and any Company Director with respect to the payment of a retention bonus and any other agreements entered into pursuant to this Agreement) in this Agreement existence between Purchaser, the Company, any Company Director, MVRSL or any Subsidiary, on one hand, and PRG, Seller or any other entity controlled by PRG, on the other hand, are terminated and no such agreement shall be deemed a release, waiver have any further force or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSAeffect.

Appears in 1 contract

Sources: Sale of Shares Agreement (PRG Schultz International Inc)

Mutual Release. (a) Subject a. As a material inducement for Landlord to Section 8(b) and (c) of enter into this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the PartiesTenant, for themselves itself and on behalf of each of their respective affiliates its related and related persons and affiliated entities, officers, directors, employees and each of their respective shareholdersagents, partnerssuccessors and assigns, does fully, finally, irrevocably, and unconditionally release, acquit, and forever discharge Landlord and its related and affiliated entities (including, without limitation, Holder Properties, Inc.), attorneys, managers, members, trustees, beneficiariesofficers, directors, managersemployees and agents, employees, agents and representatives, and the predecessorslenders, successors, assigns, heirs and devisees assigns of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any and all present and future, known and unknown, foreseeable or unforeseeable claims, demandsliabilities, obligations, promises, damages, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesrights, demands, costs, lawsuits, debts, and all liabilitiesexpenses, damages, losses, costs and expenses that of any Releasing Party incurskind or nature whatsoever, whether before, on in law or after in equity (“Claims”) arising out of or relating to the date Lease but excluding any Claims related to Landlord’s obligations under Section 12 of the Lease to indemnify Tenant. b. As a material inducement for Tenant to enter into this Agreement, Landlord, for itself and its related and affiliated entities (including, without limitation, Holder Properties, Inc.), officers, directors, employees, and agents, successors and assigns, does fully, finally, irrevocably and unconditionally release, acquit and forever discharge Tenant and its related and affiliated entities, attorneys, managers, members, officers, directors, employees, and agents, lenders, successors and assigns of and from any and all Claims arising out of or relating to the Lease, but excluding any Claims related to Tenants obligations under Sections 12 or 23 of the Lease to indemnify Landlord. c. The parties agree that arise in, under, from or are related the release set forth in this Section shall be and remain in effect in all respects as a complete general release and covenant not to ▇▇▇▇▇▇Fieldas to the Claims released. In no event, the Ground Leasehowever, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement shall this Section be read as a release by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification either party of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce obligations under this Agreement or other matters not arising out of or relating to the ▇▇▇▇▇▇▇ Field PSALease.

Appears in 1 contract

Sources: Termination of Triple Net Lease and Mutual Release Agreement (Blackbaud Inc)

Mutual Release. (a) Subject to Section 8(b) Orbit I, SDK for itself and (c) of this Agreementits current and former partners, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawequityholders, members, stockholders, officers, directors, principals, employees, successors and assigns, and each SDK Shareholder for himself and each of the Parties, for themselves and them on behalf of their respective spouses, heirs, attorneys, agents, representatives and any related entities, as applicable (all of the foregoing in clauses (i) through (iii), collectively, the “SDK Releasors” and each of them individually, an “SDK Releasor”), hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever releases, acquits and discharges to the fullest extent possible Avista and Osmotica, as well as each of their respective current and former, indirect and direct, parents, equityholders, owners, subsidiaries, affiliates (including all affiliated investment funds and related persons and entities, and each investment vehicles of their respective shareholdersAvista), partners, members, trusteesofficers, beneficiariesfiduciaries, directors, managers, employees, agents attorneys, agents, predecessors, successors and representativesassigns, and the predecessors, successors, assigns, heirs and devisees of each any related entities (all of the foregoing persons and entities (eachforegoing, a “Releasing Party”)including specifically, hereby unconditionallybut not in limitation of the foregoing, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, collectively, the “Osmotica Released Parties”), of and from any claimsand all actions and causes of action, demandssuits, claims (including direct, indirect or derivative actions, causes of action, lawsuits suits or other legal actions or proceedings against the Released Partiesclaims and including any claims for breach of fiduciary duty, breach of duty under applicable state corporate law, state partnership law, and all liabilitiesstate limited liability company law; and securities fraud under any state or federal law), debts, dues, accounts, covenants, representations, warranties, contracts, agreements, adjustments, responsibilities, judgments, promises, rights, duties, losses, damages, lossesinjuries, costs costs, attorney’s fees, expenses, compensation, liabilities, trespasses, and expenses that any Releasing Party incursother demands or obligations of any kind or nature whatsoever, at law, in equity, or otherwise, arising by statute, common law, in contract, in tort, for contribution or indemnity, or otherwise, whether beforenow known or unknown, on absolute or after contingent, matured or unmatured, suspected or unsuspected, discovered or undiscovered, acquired, accrued or unaccrued, which the date of this AgreementSDK Releasors, that arise inor anyone else claiming by, underthrough or under them, from has, or are might have or could claim or assert against any Released Party now or in the future, arising out of, in connection with, or otherwise related to direct or indirect equity ownership in Osmotica or Orbit I or the business, operations, conduct or management of Orbit I, Avista or Osmotica prior to the Effective Time (collectively, “SDK Claims”). The release of the Osmotica Released Parties by the SDK Releasors in this Section 1.5 shall not apply to or limit the SDK Releasors from participation or receiving as consideration any proceeds from settlement or any other payment of compensation in connection with any claim, action, controversy or proceeding commenced by any other person or entity, as a member of a shareholder class or for any damages, provided no SDK Party has commenced such action or otherwise encouraged or authorized initiation, or supported, such action, provided, however, nothing contained herein shall prohibit or prevent the SDK releasors from responding to lawful process or compulsion, by subpoena or otherwise serving as a witness in such proceeding if so required. Avista and Osmotica, as well as each of their respective current and former, indirect and direct, parents, equityholders, owners, subsidiaries, affiliates (including all affiliated investment funds and investment vehicles of Avista), partners, members, officers, fiduciaries, directors, managers, employees, attorneys, agents, predecessors, successors and assigns, and any related entities (all of the foregoing, including specifically, but not in limitation of the foregoing, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Field PSA▇▇▇▇▇▇, the “Osmotica Releasors” and each of them individually, an “Osmotica Releasor”), hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever releases, acquits and discharges to the fullest extent possible Orbit I, SDK and the SDK Shareholders, as well as each of their respective current and former, indirect and direct, parents, equityholders, owners, subsidiaries, affiliates, partners, members, officers, fiduciaries, directors, managers, employees, attorneys, agents, predecessors, successors and assigns, and any related entities (all of the foregoing, including specifically, but not in limitation of the foregoing, collectively, the “SDK Released Parties”), of and from any and all actions and causes of action, suits, claims (including direct, indirect or derivative actions, causes of action, suits or claims and including any claims for breach of fiduciary duty, breach of duty under applicable state corporate law, state partnership law, and state limited liability company law; and securities fraud under any state or federal law), debts, dues, accounts, covenants, representations, warranties, contracts, agreements, adjustments, responsibilities, judgments, promises, rights, duties, losses, damages, injuries, costs, attorney’s fees, expenses, compensation, liabilities, trespasses, and any other demands or obligations of any kind or nature whatsoever, at law, in equity, or otherwise, arising by statute, common law, in contract, in tort, for contribution or indemnity, or otherwise, whether now known or unknown, absolute or contingent, matured or unmatured, suspected or unsuspected, discovered or undiscovered, acquired, accrued or unaccrued, which the Osmotica Releasors, or anyone else claiming by, through or under them, has, or might have or could claim or assert against any SDK Released Party now or in the future, arising out of, in connection with, or otherwise related to all claims owned or held by any of the Osmotica Releasors against any of the SDK Released Parties existing from the beginning of time up to and including the Effective Time (collectively, “Osmotica Claims”). It is understood that the releases set forth in this Section 1.5 expressly includes any claim for actual damages, compensatory damages, statutory damages, common law damages, punitive damages, or any other type of damages and includes all attorneys’ fees, court costs or other expenses. Each Party agrees and acknowledges that the obligations of each such party in this Agreement (including the releases provided under this Section 1.5) are reasonable in the circumstances, and this releases are given voluntarily and knowingly (including upon advice of counsel), and for good and valuable consideration, the receipt and sufficiency are hereby acknowledged.

Appears in 1 contract

Sources: Letter Agreement (Avista Capital Partners III GP, L.P.)

Mutual Release. (a) Subject to Section 8(b) and (c) This Agreement includes an immediate mutual release by the parties of this Agreement, as of all claims that have accrued through the Closing Date (except as defined expressly listed in Section 6.6(b) below. Accordingly, Purchaser, Parent and ADI Software , on the ▇▇▇▇▇▇▇ Field PSA) one hand, and Seller hereby mutually and completely release and forever discharge each other, along with and including, but not limited to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates current or former directors, officers, shareholders, members, owners, employees, attorneys, representatives, insurers, subsidiaries, affiliates, joint ventures, agents, heirs, executors, administrators, trust, trustees, principals, predecessors, successors and related persons and entitiesassigns, and each of them in their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents individual and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”)representative capacities, from any and all claims from any and all claims, demandsof whatever character, causes of actionnature and kind, lawsuits in law or other legal actions equity, that were brought or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurscould have been brought, whether beforeknown or unknown, on foreseen or after unforeseen, suspected or unsuspected, contingent or liquidated, which the date parties have or may claim to have against each other as a result of this Agreement, that arise in, under, from or are related in relation to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development ADI Agreement, the City Claimsoffice sublease or any other contract, purchase order, business or other relationship or transaction existing or occurring between Seller, on the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022one hand, and all matters related to any of Parent, ADI Software or ADI, on the foregoingother hand, from the beginning of time prior to and including through the date of this AgreementClosing Date. (b) Notwithstanding anything contained in Section 6.6(a) to the foregoingcontrary, nothing and subject to the last sentence of this Section 6.6(b), Purchaser, Parent and ADI Software, on the one hand, and Seller do not release each other for claims against the other party arising out of third party claims based upon or in this Agreement shall be deemed a respect of the ADI Agreement, the office sublease or any other contract, purchase order, business or other relationship or transaction existing or occurring between Seller, on the one hand, and Parent, ADI Software or ADI, on the other hand, prior to and through the Closing Date. The parties hereto do not release, waiver or modification and expressly preserve, any and all claims for any breach of any claimsrepresentation, demandswarranty, causes of actioncovenant, lawsuit agreement or obligation set forth herein and in the other legal action or proceeding among agreements, documents and instruments required to be delivered at the JQH Trust, the Charitable Trust, Closing and JDH with respect otherwise relating to the Planinterpretation and enforcement of this Agreement. Purchaser, Parent and ADI Software agree that the Confirmation Order release in Section 6.6(a) includes any claims arising out of or relating to sales by Seller of unauthorized licenses or support services disclosed in Schedule 2.9(b)(ii) and that the first sentence of this Section 6.6(b) shall not apply to any third party claims based upon the matters relating theretodisclosed in Schedule 2.9(b)(ii). Seller claims not released pursuant to the first sentence of this Section 6.6(b) shall constitute Excluded Assets not conveyed by Seller to Purchaser pursuant to this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Asset Purchase Agreement (Asure Software Inc)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as Upon the occurrence of the Closing Date (Release Time, except as defined provided in the ▇▇▇▇▇▇▇ Field PSASections 2(c) to the maximum extent permitted under applicable lawor 2(d) hereof, Transform and each of the PartiesDebtors, for themselves and on behalf of each of their respective affiliates and related persons and entitiesitself, its controlled affiliates, and each and all of their its and its affiliates’ respective shareholderspast and present successors and assigns or any entity asserting a claim released hereunder either through or on behalf of any such parties (all such releasing persons and entities collectively, partnersthe “Releasing Parties”), membersdoes hereby fully, trusteesunconditionally and irrevocably release, beneficiariesrelieve, directorswaive, managersrelinquish, employeesremise, agents acquit and representativesforever discharge the other Party and such other Party’s respective past, present and the predecessorsfuture agents, heirs, executors, administrators, conservators, successors, assigns, heirs noteholders, participants, co-participants, direct and devisees of each of indirect parents, principals, subsidiaries, affiliates, related companies, shareholders, interest holders, investors, members, partners (including, without limitation, general and limited partners), managers, directors, representatives, contractors, service providers, receivers, attorneys and beneficiaries, and the foregoing past, present and future officers, directors, and employees (all such released persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”)) from, from against, and in respect of any and all past, present and future claims, cross-claims, counterclaims, third-party claims, demands, causes of actionliabilities, lawsuits or other legal actions or proceedings against the Released Partiesobligations, and all liabilitiesdebts, liens, damages, losses, costs, expenses, controversies, actions, rights, suits, assessments, penalties, charges, indemnities, guaranties, promises, commitments, appeals, or causes of action of whatsoever nature, whether based in contract, tort or otherwise, whether in law or equity and whether direct or indirect, fixed or contingent, that any of the Parties have or may have against any of the other Parties since the beginning of time, under, arising out of or in connection with the APA Claims (all of the foregoing, the “Released Claims”), which Released Claims shall include for the avoidance of doubt any right to claim an award of attorneys’ fees or other costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise incurred in, underor in connection with, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding For the foregoingavoidance of doubt, nothing in this Agreement shall be deemed a release(including, waiver without limitation, Section 2(a)) releases, waives or modification prejudices the rights of any claims, demands, causes of action, lawsuit Party or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect Released Party to the Plan, the Confirmation Order or any matters relating thereto. (ci) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement Agreement, (ii) prosecute or defend against that certain appeal of the ▇▇▇▇▇▇▇ Field PSA.Bankruptcy Court’s (A) Order Determining the Amount of Second-Lien Holders’ Section 507(b) Administrative Claims Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure [Docket No. 4740] currently pending in the United States District Court for the Southern District of New York, Case No. 19-cv-07660 (VB) or (B) Order (I)

Appears in 1 contract

Sources: Settlement Agreement (Sears Holdings Corp)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawEffective Date, each of the PartiesSNBL and Transcept, for themselves and on behalf of each of themselves, and their respective affiliates former, current and related persons future Affiliates, owners, security holders, principals, partners, representatives, agents, attorneys, trustees, directors, officers, employees, contractors, assigns, insurers and entities, administrators and each of their respective shareholdersheirs, executors, predecessors and successors (collectively as to a Party, the “SNBL Releasing Parties” or the “Transcept Releasing Parties”, as applicable), shall automatically, forever, fully and finally, unconditionally release, covenant not to ▇▇▇, acquit and forever discharge each other and their respective former, current and future Affiliates, owners, security holders, principals, partners, membersrepresentatives, agents, attorneys, trustees, beneficiaries, directors, managersofficers, employees, agents and representatives, and the predecessors, successorscontractors, assigns, heirs insurers and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties administrators and each of their respective affiliates heirs, executors, predecessors and related persons successors (collectively as to a Party, the “SNBL Released Parties” or the “Transcept Released Parties”, as applicable) of and entitiesfrom any and all claims of every nature and description, and each rights or causes of their respective shareholdersaction or liabilities whatsoever, partnerswhether based on contract rights, memberscommon law, trusteesequitable rights or federal, beneficiariesstate, directorslocal, managersstatutory or any other law, employeesrule or regulation, agents and representatives, and whether arising under the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each laws of the foregoing persons United States, any state thereof or any foreign country, including both known claims and entities unknown claims, foreseen claims and unforeseen claims, class or individual in nature arising out of, resulting from or relating to (i) the Terminated Agreements, (ii) any Party’s rights, obligations, performance, non-performance, actions, omissions and other arrangements and undertakings thereunder or (iii) any allegations, transactions, facts, matters, occurrences, representations or omissions with respect to the subject matter of clauses (i) and (ii); in each case, except as otherwise expressly provided herein (collectively, the “SNBL Released PartiesClaims” or the “Transcept Released Claims, as applicable), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding In connection with the foregoingforegoing releases, nothing each Party acknowledges that it is aware that it may hereafter discover claims or facts in this Agreement shall be deemed a release, waiver addition to or modification materially different from those which it knows or believes to exist as of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH Effective Date with respect to the Plansubject matter of the Released Claims, but that it is its intention to hereby fully, finally and forever settle and release all of the Released Claims (whether known or unknown, suspected or unsuspected, which now exist, may exist or heretofore have existed). In furtherance of this intention, the Confirmation Order releases herein given will be and remain in effect as full and complete mutual releases notwithstanding the discovery or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications existence of any Parties’ rights to enforce this Agreement such addition or the ▇▇▇▇▇▇▇ Field PSAdifferent claims or facts.

Appears in 1 contract

Sources: Termination Agreement (Transcept Pharmaceuticals Inc)

Mutual Release. (a) Subject Venhub and the Stockholders, for themselves and their respective officers directors, members, managers, predecessor entities, successors and assigns, parents, subsidiaries, affiliates, and heirs (“Venhub Releasing Parties”), fully release and discharge the TGAA Parties and their parents, subsidiaries and affiliates and each of their respective officers, directors, managers, managing directors, partners, members, predecessor entities, successors and assigns, parents, subsidiaries, affiliates, stockholders, employees, attorneys, accountants and other advisors and agents, for the avoidance of doubt specifically including but not limited to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA▇▇▇▇▇▇▇ and Target Global Sponsor Ltd., (collectively, “TGAA Released Parties”) from any and all claims, actions, causes of action, demands and charges of whatever nature, known or unknown, arising out of, or relating to the maximum extent permitted under applicable lawCIIG Letter of Intent, each any of the Contracts or the transactions contemplated thereby and including any acts, omissions, disclosure or communications related to the Contracts or the transactions contemplated thereby, specifically including, but not limited to, those claims that were or could have been asserted by any Party in the Litigation, any and all claims arising out of, or relating to the Note Purchase Agreements1, the First Bridge Financing, the Second Bridge Financing, or the Minimum Cash Requirement, and any and all claims arising out of, or relating to any efforts by any of the TGAA Released Parties to obtain consents from Venhub noteholders in connection with this Settlement and Release Agreement and the Settlement Consideration (the “Venhub Released Claims”); provided that, for the avoidance of doubt, nothing contained herein shall be deemed to release any Party from its obligations under this Agreement, or the Confidentiality Provision expressly deemed to survive under this Agreement. 1 All capitalized terms used and not otherwise defined herein have the same meaning ascribed to them in the BCA. (b) The TGAA Parties, for themselves and on behalf of each of their respective affiliates and related persons and entitiesofficers, and each of their respective shareholders, partnersdirectors, members, trustees, beneficiaries, directors, managers, employeespredecessor entities, agents successors and representativesassigns, parents, subsidiaries, affiliates (the “TGAA Releasing Parties“), fully release and discharge Venhub and the predecessorsStockholders (specifically including, successorsbut not limited to, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇of ▇▇▇▇▇▇▇▇▇▇), and their parents, subsidiaries, affiliates, and heirs and each of the foregoing persons their respective officers, directors, managers, managing directors, partners, members, predecessor entities, successors and entities assigns, parents, subsidiaries, affiliates, stockholders, employees, attorneys, accountants and other advisors and agents (collectively, the “Venhub Released Parties”, and together with the TGAA Released Parties, the “Released Parties”), ) from any and all claims, demandsactions, causes of action, lawsuits demands and charges of whatever nature, known or other legal actions unknown, arising out of, or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related relating to any of the foregoing, from Contracts or the beginning of time to transactions contemplated thereby and including any acts, omissions, disclosure or communications related to the date Contracts or the transactions contemplated thereby, specifically including, but not limited to those claims that were or could have been asserted by any Party in the Litigation (“TGAA Released Claims”, and together with the Venhub Released Claims, the “Released Claims”); provided, however, that (i) the releases granted by the TGAA Releasing Parties in this Paragraph 3 are expressly contingent upon receipt by TGAA of the full Settlement Consideration required by Paragraph 2; and (ii) for the avoidance of doubt, nothing contained herein shall be deemed to release any Party from its obligations under this Settlement and Release Agreement, or the Confidentiality Provision expressly deemed to survive under this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Settlement, Termination and Mutual Release Agreement (Target Global Acquisition I Corp.)

Mutual Release. By executing this Agreement each Party agrees to accept and grant the following mutual releases. The following mutual releases shall not release any Party from its respective obligations hereunder or under any other documents executed by the parties on the date hereof or from any claims accruing hereunder, thereunder or after the date hereof (collectively, the "Unreleased Obligations"). (a) Subject In consideration of the mutual covenants contained herein, and subject to Section 8(b) all terms and (c) conditions of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawCompany hereby releases Seller, each of the Parties, for themselves its affiliates and on behalf of each of subsidiaries and their respective affiliates and related persons and entitiesattorneys, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessorsagents, successors, assigns, heirs and devisees of each of the foregoing persons and entities (eachemployees, a “Releasing Party”)officers, hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and predecessors (the predecessors, successors, assigns, heirs "SELLER RELEASED PARTIES") for any and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any all claims, demands, causes of action, lawsuits suits, contracts, counterclaims, demands and/or liabilities, both in law and in equity, known or unknown, contingent or otherwise, other legal actions or proceedings than the unreleased obligations, which the Company may have against the Seller Released Parties, and all liabilities, damages, losses, costs and expenses that Parties (or any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated them) as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding In consideration of the foregoingmutual covenants contained herein, nothing in and subject to all terms and conditions of this Agreement shall be deemed a releaseAgreement, waiver or modification of Seller hereby releases the Company, its affiliates and subsidiaries and their respective attorneys, agents, successors, assigns, employees, officers, shareholders, representatives, and predecessors (the "COMPANY RELEASED PARTIES") for any and all claims, demands, causes of action, lawsuit suits, contracts, counterclaims, demands and/or liabilities, both in law and in equity, known or unknown, contingent or otherwise, other legal action or proceeding among than the JQH Trust, unreleased obligations which Seller may have against the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order Company Released Parties (or any matters relating theretoof them) as of the date of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Technology Purchase Agreement (Positron Corp)

Mutual Release. As an essential term of this Agreement and the pricing of the purchase and sale, (a) Subject LCPI and LBHI hereby irrevocably and unconditionally waive and release, and covenant not to sue with respect to, any and all claims (as defined in Section 8(b101(5) of the Bankruptcy Code), counterclaims, defenses, rights of setoff, debt, liens, losses, demands, damages, costs and (c) causes of action of whatever nature that LCPI or LBHI has, shall, or may have, against Barclays, Barclays’ affiliates, or any of their respective officers, directors, representatives, agents, advisors, owners, partners, managers or related persons, arising out of or relating to the Barclays Notes and the Co-Issuers, or any contractual or other obligation to the Co-Issuers, known or unknown, that were in existence as of the execution of this Agreement, as of the Closing Date and (b) Barclays and Barclays Capital, Inc. (“Barcap”) hereby irrevocably and unconditionally waive and release and covenant not to sue with respect to, any and all claims (as defined in the ▇▇▇▇▇▇▇ Field PSASection 101(5) to the maximum extent permitted under applicable law, each of the PartiesBankruptcy Code), for themselves counterclaims, defenses, rights of setoff, debt, liens, losses, demands, damages, costs and on behalf causes of each action of whatever nature that Barclays or Barcap has, shall, or may have, against LCPI, LBHI, their affiliates, or any of their respective affiliates and related persons and entitiesofficers, and each of their respective shareholdersdirectors, representatives, agents, advisors, owners, partners, membersmanagers or related persons, trusteesarising out of or relating to the Barclays Notes, beneficiariesthe Co-Issuers, directorsor any contractual or other obligation to the Issuer or the Co-Issuer, managersknown or unknown, employeesthat were in existence as of the execution of this Agreement (in each case other than claims under this Agreement), agents provided that these releases and representativescovenants not to sue shall have no force or effect, and the predecessorsshall in all respects be void, successors, assigns, heirs unless and devisees of each until satisfaction of the foregoing persons sale and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each purchase of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement Barclays Notes contemplated by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Note Sale and Termination Agreement

Mutual Release. (a) Subject to Section 8(b) a. Each of PharmAthene and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, Merger Sub and each of their respective shareholdersits presently and formerly affiliated corporations, partnerspartnerships, memberslimited liability companies, trusteesand other business entities, beneficiariespresent and former parents, present and former subsidiaries, present and former officers and directors, managers, employees, agents present and representativesformer agents, and the predecessors, successors, assignsand assigns of all or any of them (collectively, heirs the “PharmAthene Parties”) releases and devisees of each of the foregoing persons discharges individually and entities (eachcollectively, a “Releasing Party”)Theraclone and its presently and formerly affiliated corporations, hereby unconditionallypartnerships, irrevocably limited liability companies, and forever releases all other Parties and each of their respective affiliates and related persons and business entities, present and each of their respective shareholdersformer parents, present and former subsidiaries, present and former stockholders, present and former officers, directors, partners, members, trusteesmanagers and other principals, beneficiariespresent and former attorneys, directorsconsultants, managers, employees, agents present and representativesformer agents, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ assigns of each all or any of the foregoing persons and entities them (collectively, the “Released Theraclone Parties”), ) from any all claims, demandsactions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesdebts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, liens, subordinations, agreements, promises, variances, trespasses, damages, lossesjudgments, costs extents, executions, counterclaims and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022offsets, and all matters related to demands, against any of the foregoingTheraclone Parties, or any of them, which the PharmAthene Parties, anyone claiming in a derivative capacity from the PharmAthene Parties and the predecessors, successors, and assigns of any or all of them ever jointly or individually had, now have, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time the world to and including the date of hereof, relating directly or indirectly to the Merger Agreement or the transactions contemplated thereby, other than claims arising under this Agreement or the Confidentiality Agreement. (b) Notwithstanding b. Each of the foregoingTheraclone Parties releases and discharges individually and collectively, nothing in this Agreement shall be deemed a release, waiver or modification each of any the PharmAthene Parties from all claims, demandsactions, causes of action, lawsuit or other legal action or proceeding among the JQH Trustsuits, the Charitable Trustdebts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, liens, subordinations, agreements, promises, variances, trespasses, damages, judgments, extents, executions, counterclaims and offsets, and JDH with respect demands, against any of the PharmAthene Parties, or any of them, which the Theraclone Parties, anyone claiming in a derivative capacity from the Theraclone Parties and the predecessors, successors, and assigns of any or all of them ever jointly or individually had, now have, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the Plandate hereof, relating directly or indirectly to the Confirmation Order Merger Agreement or any matters relating thereto. (c) Notwithstanding the foregoingtransactions contemplated thereby, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce other than claims arising under this Agreement or the ▇▇▇▇▇▇▇ Field PSAConfidentiality Agreement.

Appears in 1 contract

Sources: Termination Agreement (Pharmathene, Inc)

Mutual Release. (a) Subject to Except as provided in Section 8(b5(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawSection 5(c), each of Seller, on the Partiesone hand, for themselves and the Buyer, on the other hand, in each case on behalf of each of their respective affiliates and related persons and entitiesitself, its controlled Affiliates, and each and every one of their its and its Affiliates’ respective shareholderspast and present successors and assigns or any entity asserting a claim released hereunder either through or on behalf of any such parties, partnersincluding any Buyer Indemnitee or Seller Indemnitee (all such releasing persons and entities collectively, membersthe “Releasing Parties”), trusteesdoes hereby fully, beneficiariesunconditionally and irrevocably release, directorsrelieve, managerswaive, employeesrelinquish, agents remise, acquit and representativesforever discharge the other Party and such other Party’s respective past, present and the predecessorsfuture agents, heirs, executors, administrators, conservators, successors, assigns, heirs noteholders or debtholders, participants, co-participants, direct and devisees of each of the foregoing indirect parents, principals, subsidiaries, Affiliates, related companies, shareholders, interest holders, investors, members, partners (including, without limitation, general and limited partners), managers, directors, representatives, contractors, service providers, receivers, attorneys and beneficiaries, and their past, present and future officers, directors, and employees (all such released persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”)) from, from against, and in respect of any and all past, present and future claims, cross-claims, counterclaims, third-party claims, demands, causes of actionliabilities, lawsuits or other legal actions or proceedings against the Released Partiesobligations, and all liabilitiesdebts, liens, damages, losses, costs, expenses, controversies, actions, rights, suits, assessments, penalties, charges, indemnities, guaranties, promises, commitments, appeals, or causes of action of whatsoever nature, whether based in contract, tort or otherwise, whether in law or equity and whether direct or indirect, fixed or contingent, that any of the Parties have or may have against any of the other Parties since the beginning of time, under, arising out of or in connection with (i) the calculation of the Purchase Price and the Final Net Asset Amount, (ii) the Sellers’ Indemnification Obligations and the Buyer’s Indemnification Obligations, including Damages incurred by the Seller Indemnitees or the Buyer Indemnitees under the Related Agreements, and (iii) the Existing Agreements in relation to activities performed prior to the Closing (all of the foregoing, the “Released Claims”), which Released Claims shall include, for the avoidance of doubt, any right to claim an award of attorneys’ fees or other costs and expenses incurred in, or in connection with, any of the foregoing. (b) For the avoidance of doubt, nothing in this Agreement (including, without limitation, Section 5(a)) releases, waives or prejudices the rights of any Party or Released Party with respect to: i. the enforcement of this Agreement; ii. the release of the portion of the MSR Escrow Amount that any Releasing Party incurshas not, whether before, on or after as of the date of this Agreement, that arise inbeen released from the MSR Escrow Account, underwhich amounts shall be released in accordance with the terms of the Purchase Agreement (including, from or are related without limitation, Section 6.8 of the Purchase Agreement); iii. any amounts owed by any Party pursuant to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Transition Services Agreement, the City ClaimsInterim Servicing Agreement or any other Related Agreement pursuant to which any Party has provided or received, or will provide or receive, post-Closing services to the SCCDC Claimother Party (other than the Sellers’ Indemnification Obligations and the Buyer’s Indemnification Obligations, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement which shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH released in accordance with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.Section 5(a)); and

Appears in 1 contract

Sources: Settlement and Release Agreement (New Residential Investment Corp.)

Mutual Release. (a) Subject to Section 8(b) Effective as of the Closing, and (c) without limiting the rights of Purchaser or the Company and its Subsidiaries under this Agreement, as of any Transaction Document or any other agreements among the Closing Date (as defined in parties hereto or their Affiliates specifically referencing this Agreement, Purchaser and the ▇▇▇▇▇▇▇ Field PSA) to Company and the maximum extent permitted under applicable lawCompany’s Subsidiaries, on each of the Parties, for themselves its own behalf and on behalf of each of its Subsidiaries and Affiliates and their respective affiliates successors and related persons assigns, hereby unconditionally and entitiesirrevocably, waive any and all rights, defenses, claims or causes of action (including rights of contributions) known and unknown, foreseen and unforeseen, arising prior to or on the Closing that each of their Purchaser and the Company and/or its Subsidiaries have or may in the future have against Seller Parent, its Affiliates or any of its or its Affiliates’ respective shareholders, partners, members, trustees, beneficiaries, directors, managersofficers, employeesemployees or equityholders, agents and representativesin each case arising out of, and resulting from or relating to the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectivelyProjects, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ FieldBusiness, the Ground LeaseProject Agreements, the Development AgreementConsortium Agreements and any Liability or Loss relating thereto (it being understood that this Section 12.18 shall not apply to warranty obligations, if any, under the City Claims, CB&I Affiliate Scope Contracts (as the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated same are being amended as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreementprovided in Schedule 11.1(b)). (b) Notwithstanding Effective as of the foregoingClosing, nothing and without limiting the rights of Seller Parent or its Affiliates under this Agreement, any Transaction Document or any other agreements among the parties hereto or their Affiliates specifically referencing this Agreement, Seller Parent, on its own behalf and on behalf of its Subsidiaries and Affiliates and their respective successors and assigns, hereby unconditionally and irrevocably, waives any and all rights, defenses, claims or causes of action (including rights of contributions) known and unknown, foreseen and unforeseen, arising prior to or on the Closing that they (or any of its respective successors or assigns) have or may in this Agreement the future have against Purchaser, its Affiliates (including, following the Closing, the Company and/or its Subsidiaries) or any of its or its Affiliates’ respective directors, officers, employees or equityholders, in each case arising out of, resulting from or relating the Projects, the Business, the Project Agreements, the Consortium Agreements and any Liability or Loss relating thereto. Seller Parent acknowledges that, effective as of the Closing, each of the Toshiba Guarantees shall be deemed a release, waiver terminated and neither Seller Parent nor any of its Affiliates shall have any further rights or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoLiabilities thereunder. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Purchase Agreement (Chicago Bridge & Iron Co N V)

Mutual Release. (a) Subject to Section 8(b) and (c) Except for the performance by the parties of the provisions of this Agreement, as the Sanction Stipulation and the Debenture Documents, and conditioned, with respect to CSGI and Dreaper respectively, upon CSGI's and Dreaper's respective cooperation pursuant to Paragraph 6 above, each party hereto, for itself and on behalf of all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers (collectively, the "Releasing Parties"), shall be deemed to have released and forever discharged each of the Closing Date other parties hereto, and all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers of each such party, of and from any and all claims, demands, actions and causes of action, whether known or unknown, fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) the claims, counterclaims, third-party claims, and causes of action asserted in the Debenture Litigation and the Defamation Litigation, (ii) any act which may constitute a defense to the performance of this Agreement and the Debenture Documents, and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state or Federal securities laws, prior to the date of this Agreement, including the Securities Act and the Exchange Act (as defined in the Debenture Documents). Notwithstanding anything to the contrary contained herein, the foregoing shall not release CSGI from any claims, demands, expenses or losses by the Debenture Holders (or causes of action or remedies related thereto) arising from any indemnity by CSGI or any affiliate for the benefit of the Debenture Parties as required by the Debenture Documents, including any claims concerning the Warrants held by the Debenture Parties. (b) Except as set forth in Paragraphs 1(d) and 5 above in the event of default by CSGI hereunder, each party shall bear its own costs and fees incurred in connection with the Litigation. (c) Each of the parties hereto represents, warrants and covenants that he/ it has not, and at the time this release becomes effective will not have, sold, assigned, transferred or otherwise conveyed to any other person or entity all or any portion of its rights, claims, demands, actions or causes of action herein released. (d) Each party represents and warrants that he/it has relied wholly upon its own judgment, belief and knowledge of the existence, nature, extent or duration of any claim, demand, debt, damage, liability, account, reckoning, obligation, cost, expense, cause of action, chosen action, right of indemnity, agreement or promise that he/it may have against the released parties and that he/it has made full investigations with respect to potential rights and claims released and that such releasing party has not been influenced to any extent whatsoever in making the releases contemplated by this agreement by any representation or statement regarding any such matter. Each party further represents and warrants that he/it is executing and delivering this Agreement and the releases contemplated hereunder after having received full legal advise as to his/its rights hereunder and the legal effect thereof from legal counsel of his/its own choosing. Notwithstanding the above, this Agreement is not intended to and does not, release or extinguish the rights of any of the parties to enforce this Agreement. (e) Notwithstanding anything to the contrary in the foregoing, the Debenture Parties' release shall exclude Mark Weiss, Harry ▇▇▇▇, ▇▇ff ▇▇▇▇▇ (▇▇▇▇pt ▇▇▇ ▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawagainst him which arise out of his conduct during his tenure, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entitiesin his capacity, and each within the scope of their respective shareholdershis duties as a CSGI director, partners, members, trustees, beneficiaries, directors, managers, employees, agents provided that the release shall only apply to said conduct as a director and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”only if he cooperates pursuant to Paragraph 6 hereof), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and Harry M. Weiss & As▇▇▇▇▇▇▇▇ of each ▇.▇., any other member of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released PartiesWeiss family, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, ▇erson acting in concert with the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇Weiss family who wa▇ ▇▇▇ Field PSAan officer or director of CSGI.

Appears in 1 contract

Sources: Settlement Agreement (Consygen Inc)

Mutual Release. By executing this Agreement each Party agrees to accept and grant the following mutual releases. The following mutual releases shall not release any Party from its respective obligations hereunder or under any other documents executed by the parties on the date hereof or from any claims accruing hereunder, thereunder or after the date hereof (collectively, the "Unreleased Obligations"). (a) Subject In consideration of the mutual covenants contained herein, and subject to Section 8(b) all terms and (c) conditions of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawCompany hereby releases Seller, each of the Parties, for themselves its affiliates and on behalf of each of subsidiaries and their respective affiliates and related persons and entitiesattorneys, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessorsagents, successors, assigns, heirs and devisees of each of the foregoing persons and entities (eachemployees, a “Releasing Party”)officers, hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and predecessors (the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “"Seller Released Parties”), from ") for any and all claims, demands, causes of action, lawsuits suits, contracts, counterclaims, demands and/or liabilities, both in law and in equity, known or unknown, contingent or otherwise, other legal actions or proceedings than the unreleased obligations, which the Company may have against the Seller Released Parties, and all liabilities, damages, losses, costs and expenses that Parties (or any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated them) as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding In consideration of the foregoingmutual covenants contained herein, nothing in and subject to all terms and conditions of this Agreement shall be deemed a releaseAgreement, waiver or modification of Seller hereby releases the Company, its affiliates and subsidiaries and their respective attorneys, agents, successors, assigns, employees, officers, shareholders, representatives, and predecessors (the "Company Released Parties") for any and all claims, demands, causes of action, lawsuit suits, contracts, counterclaims, demands and/or liabilities, both in law and in equity, known or unknown, contingent or otherwise, other legal action or proceeding among than the JQH Trust, unreleased obligations which Seller may have against the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order Company Released Parties (or any matters relating theretoof them) as of the date of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Technology Purchase Agreement (General Electric Co)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) Closing, except with respect to the maximum extent permitted under applicable lawretained obligations set forth on Schedule 4.5(A), each of the M&C Parties, for themselves itself and its Affiliates (including Infonox), hereby fully, finally and forever releases, acquits, and discharges, and covenants not to ▇▇▇ FDC, its Affiliates (including FDFS) and their respective shareholders, directors, officers and employees (in their capacities as shareholders, directors, officers and employees) (collectively, the “FDC Released Parties”) from any and all liabilities, obligations, actions, causes of action, claims, in law or in equity, or other matters, whether known or unknown, arising or accruing on behalf or prior to the Closing Date; provided, however, that nothing contained in this Section 4.5 shall apply to, or release any of each the FDC Released Parties from any liabilities, obligations or claims arising from this Agreement or with respect to future performance of the Ancillary Agreements; for the avoidance of doubt, it being understood that the FDC Released Parties shall be released under the Service Agreements with respect to matters arising prior to the Closing Date, other than with respect to the items set forth on Schedule 4.5(A). Each M&C Party, for itself and its Affiliates, represents and warrants that neither such Person nor its Affiliates has assigned, conveyed, pledged, hypothecated or otherwise transferred any claim against the FDC Released Parties to another Person. (b) Effective as of the Closing, except with respect to the retained obligations set forth on Schedule 4.5(B), FDC for itself and its Affiliates, hereby fully, finally and forever releases, acquits, and discharges, and covenants not to ▇▇▇ the Company or any M&C Party or any of their respective affiliates and related persons and entities, Affiliates and each of their respective shareholders, partnersdirectors, members, trustees, beneficiariesofficers and employees (in their capacities as shareholders, directors, managers, officers and employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities ) (collectively, the “M&C Released Parties”), ) from any claimsand all liabilities, demandsobligations, actions, causes of action, lawsuits claims, in law or in equity, or other legal actions matters, whether known or proceedings unknown, arising or accruing on or prior to the Closing Date; provided, however, that nothing contained in this Section 4.5 shall apply to, or release any of the M&C Released Parties from any liabilities, obligations or claims arising from this Agreement; for the avoidance of doubt, it being understood that the M&C Released Parties shall be released under the Service Agreements with respect to matters arising prior to the Closing Date, other than with respect to the items set forth on Schedule 4.5(B). FDC for itself and its Affiliates, represents and warrants that neither such Person nor its Affiliates has assigned, conveyed, pledged, hypothecated or otherwise transferred any claim against any M&C Released Parties to another Person. (c) Effective as of the Closing, except with respect to the retained obligations set forth on Schedule 4.5(C), the Company, for itself and its Affiliates, hereby fully, finally and forever releases, acquits, and discharges, and covenants not to ▇▇▇ any FDC Released Parties, Party or any M&C Released Party from any and all liabilities, damagesobligations, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demandsactions, causes of action, lawsuit claims, in law or in equity, or other legal action matters, whether known or proceeding among unknown, arising or accruing on or prior to the JQH TrustClosing Date; provided, however, that nothing contained in this Section 4.5 shall apply to, or release any of the Charitable TrustFDC Released Parties or M&C Released Parties from any liabilities, obligations or claims arising from this Agreement; for the avoidance of doubt, it being understood that the FDC Released Parties and JDH the M&C Released Parties shall be released under the Service Agreements with respect to matters arising prior to the Closing Date, other than with respect to the Planitems set forth on Schedule 4.5(C). The Company, the Confirmation Order for itself and its Affiliates, represents and warrants that neither such Person nor its Affiliates has assigned, conveyed, pledged, hypothecated or otherwise transferred any claim against any FDC Released Party or any matters relating theretoM&C Released Parties to another Person. (cd) Notwithstanding Each party, on behalf of itself and its Affiliates, hereby expressly waives the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications benefit of any Parties’ statute or rule of law which, if applied to this Section 4.5, would otherwise exclude from its binding effect any claims not known by such party to exist which arose prior to the signing of this Agreement. EACH PARTY ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, 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.” Each party, being aware of said code section, hereby expressly waives any rights to enforce this Agreement it may have thereunder, as well as under any other statutes or the ▇▇▇▇▇▇▇ Field PSAcommon law principles of similar effect.

Appears in 1 contract

Sources: Restructuring Agreement (Central Credit, LLC)

Mutual Release. (a) Subject to Section 8(bFor good and valuable consideration, the adequacy and sufficiency of which is acknowledged and confirmed, from and after the Settlement Effective Date, (i) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and CRC on behalf of each itself and all of its past and present Affiliates and Related Parties (excluding, for the avoidance of doubt, Elk Hills Power and the Ares Entities, the “Debtor Group”), and (ii) the Ares Entities on behalf of themselves and all of their respective affiliates past and related persons present Affiliates and entitiesRelated Parties (excluding, for the avoidance of doubt, the Debtor Group and Elk Hills Power) (each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby each shall conclusively, absolutely, unconditionally, irrevocably and forever releases all other release, acquit, waive and forever discharge each of the others and their Affiliates and Related Parties and Elk Hills Power (as defined in the RSA) (each a “Released Party”) and each of their respective affiliates assets and related persons properties, to the fullest extent permitted by law, from and entities, against (x) any and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each all past or present Claims (as defined in section 101(5) of the foregoing persons and entities (collectively, the “Released Parties”Bankruptcy Code), from any claimscontroversies, liabilities, debts, obligations, rights, orders, executions, demands, causes of actionliens, lawsuits or other legal actions or proceedings against the Released Partiesjudgments, and all liabilitiesactions, administrative proceedings, suits, losses, damages, lossesinjuries, costs costs, expenses, causes of action of every kind and expenses that nature, remedies and liabilities whatsoever, including any Releasing Party incursderivative Claims or causes of actions asserted on its behalf, whether beforeknown or unknown, direct or indirect, foreseen or unforeseen, asserted or unasserted, absolute or contingent, liquidated or unliquidated, matured or unmatured, suspected or unsuspected, accrued or unaccrued, fixed, contingent, derivative, pending or threatened, existing or arising after the date of this Agreement, in law, equity or otherwise, whether for tort, fraud, contract violations of federal or state laws or otherwise, those causes of action based on veil piercing or alter-ego theories of liability, contribution, indemnification, joint liability or otherwise that such releasing party would have been legally entitled to assert (whether individually or collectively), that the Releasing Parties would have, at any time prior to, on or after the date of this Agreement, that arise inbeen legally entitled to assert in their own right (whether individually or collectively) or by, underthrough or on behalf of the holder of any claim or ownership interest in such Releasing Party, from based on or are related relating to ▇▇▇▇▇▇▇ Fieldany act, omission, transaction, circumstance, representation, misrepresentation, event, or other occurrence existing or taking place on or prior to the Settlement Effective Date based on or relating to, or in any manner arising from, in whole or in part, the Ground LeaseElk Hills Transactions or the Elk Hills Power Agreements, including, without limitation, the Development Agreement, Elk Hills Power Disputes (the City “Released Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022”), and (y) all matters related to any damages, liabilities, injuries, contributions, indemnities, compensation, obligations, costs, fees and expenses (including attorneys’ fees and expenses) or other obligations of the foregoingevery kind and nature whatsoever, from the beginning of time to and including whether known or unknown, direct or indirect, foreseen or unforeseen, asserted or unasserted, absolute or contingent, liquidated or unliquidated, matured or unmatured, suspected or unsuspected, accrued or unaccrued, fixed, contingent, derivative, pending or threatened, existing or arising after the date of this Agreement (collectively, “Damages”), based on or relating to, or in any manner arising from, in whole or in part, such Released Claims. Notwithstanding the foregoing, Section 2.3 shall not alter any rights or obligations of any person or entity arising under this Agreement, the RSA or other documentation entered into in connection with the Chapter 11 Cases and the releases provided for by this Section 2.3 shall be without prejudice to any release in the Confirmed Plan (as defined below). (b) Notwithstanding the foregoingEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, nothing in this Agreement shall be deemed a releaseEACH PARTY EXPRESSLY AGREES THAT THE CLAIMS AND/OR DAMAGES RELEASED UNDER THIS AGREEMENT SHALL INCLUDE, waiver or modification of any claimsWITHOUT LIMITATION, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoSUCH CLAIMS AND/OR DAMAGES ARISING PRIOR TO THE SETTLEMENT EFFECTIVE DATE AS A DIRECT OR INDIRECT RESULT OF THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY RELEASED PARTY. (c) The release of Released Parties contained in this Section 2.3 is a final release, effective as of the Settlement Effective Date, even if there may exist a mistake on the part of any Releasing Party as to the extent and nature of the Claims, injuries and damages of the Releasing Parties against the Released Parties. For the avoidance of doubt, each of the Parties knowingly grants the release contained in this Section 2.3 notwithstanding that such Party may discover after the date of this Agreement facts in addition to, or different from, those which either such Party now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such Party expressly waives any and all rights that such Party may have under any statute or common law principle which would limit the effect of the release to those Claims actually known or suspected to exist before the Settlement Effective Date. Each of the Parties represents and warrants that it has access to adequate information regarding the terms of this Agreement, the scope and effect of the release contained in this Section 2.3 and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into the Agreement. Each of the Parties further represents and warrants that it has not relied upon any other Party in deciding to enter into the Agreement and has instead made its own independent analysis and decision to enter into the Agreement. Each of the Parties agrees and acknowledges that, except as expressly provided in this Agreement, no other Party, in any capacity, has warranted or otherwise made any representations concerning any Released Claim (including any representation or warranty concerning the existence, non-existence, validity or invalidity of any Released Claim). (d) Each Party agrees that this Agreement, following the Settlement Effective Date, may be pleaded as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of this Agreement by it or any other Releasing Party. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties agrees that if any release contained in this Section 2.3 shall be unenforceable against any Releasing Party, and such Releasing Party institutes or files any cause of action against any Released Party, then the releases contained in this Section 2.3 shall not be effective in preventing any such Released Party from raising any defenses, objections, set-offs, recoupments or counterclaims to such cause of action against such Releasing Party, in each case solely to the extent to offset any such cause of action. (e) Each Party expressly agrees that this Agreement shall apply to all unknown and any unanticipated injuries and damages of any Releasing Party, as well as those now known by any Releasing Party, arising out of, relating to or in connection with, in whole or in part, the actions or omissions of any Released Parties prior to the Settlement Effective Date. Without limiting the generality of the foregoing, nothing each Party expressly waives and relinquishes any and all rights such Party may have under any federal, state or local statute, rule, regulation or principle of common law or equity (including, without limitation, any such statute, rule, regulation or principle that is equivalent or comparable to California Civil Code § 1542) which provides that a release does not extend to Claims which the claimant does not know or suspect to exist in its favor at the time of providing the release or which may in any way limit the effect or scope of the release with respect to Released Claims which such Party did not know or suspect to exist in such Party’s favor at the time of providing the release, which in each case if known by it may have materially affected its settlement with any Released Party. Each of the Parties expressly acknowledges that the releases and covenants not to ▇▇▇ contained in this Agreement shall be deemed a releaseare effective regardless of whether those released matters or Released Claims are presently known or unknown, waiver suspected or modifications of any Parties’ rights unsuspected, or foreseen or unforeseen. (f) Subject to enforce the terms and conditions set forth in this Agreement or and except with respect to the ▇▇▇▇exclusion of certain Claims pursuant to this Agreement, each Party warrants, covenants and agrees (on behalf of itself and all of its Related Persons) that from and after the Settlement Effective Date, it will not ▇▇▇ Field PSAor otherwise commence, maintain, prosecute or voluntarily aid any legal action or other proceeding against any of the Released Parties with respect to any of the Released Claims in any administrative or judicial forum of any jurisdiction. Each Party also agrees not to give notice of or file any complaint against any Released Party with, any governmental or non-governmental Authority, based on, or which involves, any Claim or Damages that arises from any Released Claim. For the avoidance of doubt, this Section 2.3 is not intended to, and shall not be construed to, prevent any Party from enforcing its rights under this Agreement, the RSA, the Plan and the other definitive documentation entered into in connection with any of the foregoing.

Appears in 1 contract

Sources: Settlement Agreement (California Resources Corp)

Mutual Release. A. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ▇.▇. ▇▇▇▇▇ and AMERCO, and each of them, mutually, for themselves and their respective heirs, executors, administrators, successors, and assigns, hereby remise, release and forever discharge each of the other, respectively, and their heirs, executors, administrators, successors and assigns, and their respective employees and agents of and from (a) Subject to Section 8(b) any and (c) all indebtedness, damages, liabilities, claims, demands, rights, contracts, controversies, agreements, promises, actions and causes of this Agreementaction in law or in equity which they have had, as may have or may hereafter have, whether known or unknown, on account of any and all matters of any nature whatsoever, concerning the Closing Date (as defined Complaint and Counterclaim filed in the Case ▇▇. ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ County, Nevada entitled "▇.▇. ▇▇▇▇▇, Plaintiff/ Counterdefendant, vs. AMERCO, A Nevada Corporation, Defendant/ Counterclaimant" and entities (collectivelyb) any and all indebtedness, the “Released Parties”)damages, from any liabilities, claims, demands, rights, contracts, controversies, agreements, promises, actions, and causes of actionaction arising out of or in connection with Case No. A277938 in the District Court of ▇▇▇▇▇ County, lawsuits Nevada entitled "▇.▇. ▇▇▇▇▇, Plaintiff/ Counterdefendant, vs. AMERCO, A Nevada Corporation, Defendant/ Counterclaimant" (referred to herein as the "Litigation"); and B. IT IS HEREBY UNDERSTOOD AND AGREED by and between the parties that in exchange for AMERCO paying the total sum of $15,000,000.00 (FIFTEEN MILLION DOLLARS) to ▇.▇. ▇▇▇▇▇ on or other legal actions or proceedings against before October 15, 1996, the Released Parties, parties agree that the above- referenced litigation shall be dismissed with prejudice; and all liabilities, damages, losses, the parties shall each bear their own respective costs and expenses attorney's fees; and C. IT IS HEREBY FURTHER UNDERSTOOD AND AGREED that any Releasing Party incursthe parties shall execute this mutual release of all claims and confidentiality agreement; and D. IT IS FURTHER UNDERSTOOD AND AGREED that the amount of $15,000,000.00 (FIFTEEN MILLION DOLLARS) shall be paid by AMERCO, whether before, to ▇.▇. ▇▇▇▇▇ on or after the date of this Agreementbefore October 15, that arise in1996, under, from or are related in a check made payable to ▇.▇. ▇▇▇▇▇ and his attorney, ▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA, Esq.

Appears in 1 contract

Sources: Settlement Agreement (U Haul International Inc)

Mutual Release. (a) Subject to Section 8(b) Each of Consultant and (c) of this Agreement, as of the Closing Date (as defined in the W▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates himself and related persons and entitieshis agents, and each of their respective shareholdersrepresentatives, partnersadministrators, membersreceivers, trustees, beneficiariesestates, directorsheirs, managersdevisees, assignees, legal representatives, attorneys, and employees, agents and representatives, and past or present (as the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”case may be), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entitiesunconditionally releases, discharges, and each acquits the Company and its Affiliates from liability for any and all claims, promises, demands, liabilities, contracts, debts, losses, damages, attorneys’ fees and causes of their respective shareholdersaction of every kind and nature, partnersknown or unknown, memberswhether asserted or unasserted, trusteesdirect or indirect, beneficiariesliquidated or contingent, directorsfrom the beginning of the world up to and through the execution of this Agreement. Notwithstanding the foregoing, managersthis Section 15(a) does not alter or apply to any claim or cause of action arising out of an alleged breach or other violation of any obligation under this Agreement, employees, agents and representatives, and the predecessors, successors, assigns, heirs and W▇▇▇▇▇▇of each of right to coverage under the foregoing persons Company’s directors’ and entities (collectivelyofficers’ insurance policies, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to W▇▇▇▇▇▇Fieldright to indemnification by the Company in connection with his services as a member of the Board. (b) The Company and its Affiliates, the Ground Leaseagents, the Development Agreementrepresentatives, the City Claimsadministrators, the SCCDC Claimreceivers, the Plantrustees, the Confirmation Orderestates, the Guaranty Agreement by and among the JQH Trust and certain of its affiliatesheirs, the City and Commerce Bank dated as of December 1devisees, 2002assignees, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliateslegal representatives, the City, the SCCDC and Commerce Bank dated as of December 1, 2022attorneys, and employees, past or present (as the case may be), hereby irrevocably and unconditionally releases, discharges, and acquits Consultant and W▇▇▇▇▇▇ and their Affiliates from liability for any and all matters related to any claims, promises, demands, liabilities, contracts, debts, losses, damages, attorneys’ fees and causes of the foregoingaction of every kind and nature, known or unknown, whether asserted or unasserted, direct or indirect, liquidated or contingent, from the beginning of time the world prior to and including the date execution of this Agreement. . Except as provided herein, this release shall include, but not be limited to: (bi) Notwithstanding the foregoingany and all claims or rights arising out of, nothing or which might be considered to arise out of or to be connected in this Agreement shall be deemed a releaseany way to, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the W▇▇▇▇▇▇Field PSAservice as a member of the Board or the termination thereof; (ii) any claim or cause of action arising under any federal state or local statute or regulation; (iii) any claim or cause of action arising under any foreign law, rule or regulation; and (iv) any claim of tort, contract, negligence, defamation, negligent or intentional infliction of emotional distress, assault, battery, duress, invasion of privacy, bad faith, conspiracy, vicarious liability, nonphysical injury, personal injury or sickness, or other harm. Notwithstanding the foregoing, this Section 15(b) does not alter or apply to any claim or cause of action arising out of an alleged breach or other violation of any obligation under this Agreement, or any derivative action or claim brought on behalf of the Company by its shareholders, provided that such shareholder suit was not initiated directly or indirectly at the behest of the officers or directors (or any of their affiliates) of the Company or its Affiliates.

Appears in 1 contract

Sources: Consulting Agreement (AgFeed Industries, Inc.)

Mutual Release. (ai) Subject to Section 8(b) Joytoto and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entitiesJoyon Entertainment, and each of their any entity which Joytoto and Joyon Entertainment maintain a direct or indirect controlling or majority interest, hereby release and forever discharge Pollex, its respective shareholderspresent and future directors, officers, managers, partners, membersagents, trustees, beneficiaries, directors, managersconsultants, employees, agents and representatives, attorneys, and the predecessorsinsurers, successorsas applicable, assigns, heirs together with all successors and devisees assigns of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released PartiesPollex Releasees”), of and from any all claims, demands, actions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesrights of action, and all liabilitiescontracts, controversies, covenants, obligations, agreements, damages, lossespenalties, costs interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and expenses proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that Pollex, and any Releasing Party incursentity with which Pollex is affiliated or in which it maintains a direct or indirect controlling or majority interest, whether beforeor their predecessors, on officers, directors, partners, employees, agents, legal representatives, successors or after assigns, ever had, now has, or hereafter can, shall, or may have, against Pollex Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Agreement (“Pollex Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by ”); and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022(ii) Pollex, and any entity which Pollex maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges Joyoto and Joyon Entertainment, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all matters related to successors and assigns of any of the foregoingforegoing (collectively, the “Joytoto Releasees”), of and from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any all claims, demands, actions, causes of action, lawsuit rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or other description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that Joytoto and Joyon Entertainment, and any entity with which Joytoto and Joyon Entertainment is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal action representatives, successors or proceeding among assigns, ever had, now has, or hereafter can, shall, or may have, against the JQH TrustJoytoto Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Charitable Trustdate of this Agreement (“Joytoto Claims” and with the Pollex Claims, and JDH with respect the “Claims”). Notwithstanding anything herein to the Plancontrary, the Confirmation Order release of the Joytoto Claims and Pollex Claims shall not release any claims or responsibilities under this Agreement. It is understood and agreed that the Parties hereby expressly waive any matters relating thereto. (c) Notwithstanding and all laws or statutes, of any jurisdiction whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the foregoing, nothing in time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Agreement shall be deemed a does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Termination Agreement (Pollex, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of a. Effective upon the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawEffective Date, each of the Zabeel Parties, for themselves on its own behalf and on behalf of each of their respective affiliates past, present and related persons and entitiesfuture affiliates, and each all of their past, present and future respective shareholdersstockholders, members, partners, membersgeneral partners, trustees, beneficiarieslimited partners, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directorsofficers, managers, employeescontrol persons, agents employees and administrators and their respective heirs, executors, agents, representatives, successors and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities assigns (collectively, the “Released PartiesZabeel Releasors”), from any claimshereby absolutely, demandsunconditionally and irrevocably releases, causes remits, acquits and forever discharges each of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇/▇▇▇Field PSAParties and their respective past, present and future affiliates, and all of their past, present and future respective stockholders, members, partners, general partners, limited partners, directors, officers, managers, control persons, employees and administrators and their respective heirs, executors, agents, representatives, successors and assigns (collectively, the “Zabeel Releasees”), from any and all claims, demands, causes of actions and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including but not limited to any claims for attorneys’ fees, or costs or disbursements of any kind) which any of the Zabeel Releasors ever had, now has, or may have had at any time in the past until and including the Effective Date against the Zabeel Releasees. b. Effective upon the Effective Date, each of the ▇▇▇▇▇▇/Masi Parties, on its own behalf and on behalf of each of their respective past, present and future affiliates, and all of their past, present and future respective stockholders, members, partners, general partners, limited partners, directors, officers, managers, control persons, employees and administrators and their respective heirs, executors, agents, representatives, successors and assigns (collectively, the “▇▇▇▇▇▇/▇▇▇▇ Releasors”), hereby absolutely, unconditionally and irrevocably releases, remits, acquits and forever discharges each of the Zabeel Parties and their respective past, present and future affiliates, and all of their past, present and future respective stockholders, members, partners, general partners, limited partners, directors, officers, managers, control persons, employees and administrators and their heirs, executors, agents, representatives, successors and assigns (collectively, the “▇▇▇▇▇▇/Masi Releasees”), from any and all claims, demands, causes of actions and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including but not limited to any claims for attorneys’ fees, or costs or disbursements of any kind) which any of the ▇▇▇▇▇▇/▇▇▇▇ Releasors ever had, now has, or may have had at any time in the past until and including the Effective Date against the ▇▇▇▇▇▇/Masi Releasees.

Appears in 1 contract

Sources: Master Purchase Agreement (Morgans Hotel Group Co.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this AgreementExcept for the Trust Retained Claims, effective as of the Closing Date (as defined in consummation of the Closing, the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawTrust hereby, each of the Parties, for themselves on its own behalf and on behalf of its former, current or future parents, Subsidiaries, and Affiliates (including controlling persons) (each a “Releasing Trust Person”), through or on behalf of their respective affiliates such Releasing Trust Person, forever fully, unequivocally and related persons irrevocably releases and entitiesdischarges and agrees to hold harmless to the fullest extent permitted by law MTH, MIC, Newco, the Company, the Subsidiaries and each of their respective shareholdersAffiliates, partners, members, trustees, beneficiaries, directors, managers, employees, agents each of the MIC Directors (in their capacities as directors of the Company and representatives, its Subsidiaries) and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons Person’s respective Affiliates and entities (eachsuch Person’s and its respective Affiliates’ past, a “Releasing Party”)present and future shareholders, hereby unconditionallydirectors, irrevocably officers, partners, managers, members, employees, counsel, agents and forever releases all other Parties representatives and each of their respective affiliates successors and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs in each case, as and ▇▇▇▇▇▇▇▇ of each of to the foregoing persons and entities extent applicable (collectively, the “MTH Released Parties”), ) from any and all past or present, direct, indirect and derivative actions, suits, claims, rights, counts, sums of money, attorneys’ fees, covenants, agreements, demands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and counts and causes of actionaction of every kind and nature, lawsuits or other legal actions or proceedings against the Released Partiesotherwise (including claims for damages, costs, expenses, and all liabilitiesattorneys’, damages, losses, costs brokers’ and accountants’ fees and expenses that of any Releasing Party incurs, whether before, kind or nature) on or after prior to the date Closing, arising out of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSATrust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing Trust Person can, shall or may have against any MTH Released Party or the MTH Released Parties, whether known or unknown, foreseen or unforeseen, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether or not arising contemporaneously with or prior to the Closing, or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Trust Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any MTH Released Party based upon any Trust Released Claim. Notwithstanding the preceding sentence of this Section 12.19(a), “Trust Released Claims” does not include, and the provisions of this Section 12.19(a) shall not release or otherwise diminish, (i) the obligations of MIC, MTH, Newco or the Company expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of the Company or a Subsidiary to indemnify, defend and hold harmless, or advance expenses, to its directors, managers, officers and employees under the Company’s or the Subsidiaries’ governing/organizational documents, (iii) the obligations of any insurer under any insurance policy, or (iv) any of the obligations under the Specified Contracts (collectively, the “Trust Retained Claims”). In furtherance of the foregoing, except as expressly provided herein, the Releasing Trust Persons specifically intend this release to be the broadest possible release permitted under law with respect to the matters released hereunder. (b) Except for the MTH Retained Claims, effective as of the consummation of the Closing, each of the Company and the MTH Parties hereby, on its own behalf and on behalf of its respective former, current or future parents, Subsidiaries, and Affiliates (including controlling persons) (each a “Releasing MTH Person”), through or on behalf of such Releasing MTH Person, forever fully, unequivocally and irrevocably releases and discharges and agrees to hold harmless to the fullest extent permitted by law the ▇▇▇▇▇▇▇ Trust, and its successors and assigns, in each case, as and to the extent applicable (collectively, the “Trust Released Parties”) from any and all past or present, direct, indirect and derivative actions, suits, claims, rights, counts, sums of money, attorneys’ fees, covenants, agreements, demands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and counts and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses of any kind or nature) on or prior to the Closing, arising out of or related to the ▇▇▇▇▇▇▇ Trust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing MTH Person can, shall or may have against any Trust Released Party or the Trust Released Parties, whether known or unknown, foreseen or unforeseen, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether or not arising contemporaneously with or prior to the Closing, or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “MTH Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any Trust Released Party based upon any MTH Released Claim. Notwithstanding the preceding sentence of this Section 12.19(b), “MTH Released Claims” does not include, and the provisions of this Section 12.19(b) shall not release or otherwise diminish, (i) the obligations of the ▇▇▇▇▇▇▇ Trust, its Affiliates or any of their respective successors or assigns expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of any insurer under any insurance policy or (iii) any of the obligations under the Specified Contracts (collectively, the “MTH Retained Claims”). In furtherance of the foregoing, except as expressly provided herein, the Releasing MTH Persons specifically intend this release to be the broadest possible release permitted under law with respect to the matters released hereunder. (c) Without in any way limiting any of the rights and remedies otherwise available to any MTH Released Party, the ▇▇▇▇▇▇▇ Trust and its successors and assigns, jointly and severally, shall indemnify and hold harmless each MTH Released Party from and against all Liabilities, claims, damages and expenses, whether or not involving third party claims, arising directly or indirectly from or in connection with the assertion by or on behalf of the ▇▇▇▇▇▇▇ Trust (including any assertion by any Releasing Trust Person) of any claim or other matter purported to be released pursuant to Section 12.19(a). (d) Without in any way limiting any of the rights and remedies otherwise available to any Trust Released Party, the MTH Parties and the Company, jointly and severally, shall indemnify and hold harmless each Trust Released Party from and against all Liabilities, claims, damages and expenses, whether or not involving third party claims, arising directly or indirectly from or in connection with the assertion by or on behalf of any of the MTH Parties or the Company (including any assertion by any Releasing MTH Person) of any claim or other matter purported to be released pursuant to Section 12.19(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Macquarie Infrastructure Co LLC)

Mutual Release. (a) Subject to Section 8(b) From and (c) of this Agreementafter the Closing, as each member of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and RESI Shareholders Group on behalf of each of their itself or himself and its or his respective affiliates and related persons and entitiesdirectors, and each of their respective shareholdersofficers, partnersmanagers, members, trustees, beneficiaries, directors, managers, employees, agents subsidiaries and representativesAffiliates, hereby irrevocably releases and forever discharges the Company, and the predecessors, its successors, assigns, heirs parent and devisees subsidiary companies, joint ventures, partnerships, Affiliates, and any owners, directors, officers, partners, principals, managers, members, employees, counsel, consultants, advisors, shareholders, insurers, agents and Affiliates of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released PartiesPersons”), from any claims, and all claims and demands, causes of actionwarranties, lawsuits or other legal actions or proceedings against the Released Partiesdebts, and all obligations, liabilities, damages, losses, costs rights and expenses that causes of action of any Releasing Party incurskind (“Claims”), whether beforearising from any fact, on occurrence, circumstance or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to matter through and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH including with respect to the PlanStockholder Nomination, the Confirmation Order proxy contest and the negotiation of this Agreement, whether asserted or unasserted, known or unknown, that have been, could have been, or may ever be raised in any court, tribunal or proceeding, against the Company or any matters relating theretoof their respective Released Persons. b) From and after the Closing, the Company on behalf of itself and its directors, officers, managers, members, employees, subsidiaries and Affiliates, hereby irrevocably releases and forever discharges the members of the RESI Shareholders Group, and each of their respective successors, assigns, parent and subsidiary companies, joint ventures, partnerships, Affiliates and any owners, directors, officers, partners, principals, managers, members, employees, counsel, consultants, advisors, shareholders, insurers, agents and Affiliates of any of the foregoing (collectively, “RESI Shareholders Group Released Persons”) from any and all Claims arising from any fact, occurrence, circumstance or matter through and including the date of this Agreement, including with respect to the Stockholder Nomination, the proxy contest and the negotiation of this Agreement, whether asserted or unasserted, known or unknown, that have been, could have been, or may ever be raised in any court, tribunal or proceeding, against the members of the RESI Shareholders Group or any of their respective RESI Shareholders Group Released Persons. c) Notwithstanding Neither Section 9(a) nor Section 9(b) shall prevent the foregoing, nothing in this Agreement shall be deemed a release, waiver enforcement by or modifications on behalf of any Parties’ Party of such Party’s rights to enforce or remedies in accordance with this Agreement or the ▇▇▇▇▇▇▇ Field PSAAgreement.

Appears in 1 contract

Sources: Shareholder Agreement (Altisource Residential Corp)

Mutual Release. 4.1 Each of the Vendors, on the one hand, and each of the Assignors, on the other hand, hereby knowingly, unconditionally and irrevocably confirm and agree: (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawEffective Date, each of the PartiesVendors, for themselves and on behalf of each of their respective affiliates and related persons and entitiesthe one hand, and each of their respective shareholdersthe Assignors, partnerson the other hand, membersshall be released and discharged from all obligations (including, trusteesbut not limited to, beneficiariesany obligations to make payments) and liabilities under the Original Securities Purchase Agreement and any and all ancillary agreements to which any of the Vendors, directorson the one hand, managersor either of the Assignors, employeeson the other hand, agents may be contemplated as a party under the Original Securities Purchase Agreement (including, but not limited to, 2670786’s indemnification obligations pursuant to Sections 9.08 and representatives10.08 of the Original Securities Purchase Agreement) whatsoever that any has or may have in connection with the Original Securities Purchase Agreement, including any breach of a representation, warranty or covenant, and that the predecessors, successors, assigns, heirs and devisees Assignors agree to the Release of each of the foregoing persons Vendors and entities each of the Vendors agree to the Release of each of the Assignors, and in the case of each of the Vendors shall only look to the Assignee for payment and all related liabilities in connection with the Original Securities Purchase Agreement; (b) that, other than pursuant to this Agreement, it has not assigned its rights or obligations under the Original Securities Purchase Agreement to any other Person and it does not have and has not assigned any Action in relation to any matter related to or arising from the Original Securities Purchase Agreement to any Person; (c) that, on behalf of itself and each Releasing Party, it will not file any Action nor permit or support any Person that seeks to do so or violate the terms or spirit of this Section 4 by bringing any Action against the Vendors, or any of them, on the one hand, and the Assignors, or either of them, on the other hand, in relation to any matter related to or arising from the Original Securities Purchase Agreement; and (d) that if such Releasing Party, or anyone by, through or under the Releasing Party commences or threatens to commence any Action in relation to any matter related to or arising from the Original Securities Purchase Agreement or this Agreement against any Releasee for or by reason of any matter to which the Release pertains, then this Agreement and the Release thereunder may be raised, without opposition, as an estoppel and complete bar to any such Action and consent to the Releasee obtaining an immediate full and final dismissal of such Action and the Releasing Party will be liable to the Releasee, or those affected, for the legal costs incurred in any such Action, on a substantial indemnity cost basis. 4.2 Each of the Vendors, on the one hand, and each of the Assignors, on the other hand, on behalf of itself and its present, former and future subsidiaries, affiliates, shareholders, officers, directors, employees, attorneys, partners, consultants, agents, predecessors in interests, successors and assigns (each, a “Releasing Party” and collectively, the “Releasing Parties”), do hereby unconditionallyknowingly, irrevocably and unconditionally release and forever releases all other Parties and each of their respective affiliates and related persons and entitiesdischarge, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ in respect of each of the foregoing persons Assignors, each of the Vendors, on the one hand, and, in respect of each of the Vendors, each of the Assignors, on the other hand and, in each case, its past, present and entities future subsidiaries, affiliates, shareholders, officers, directors, employees, attorneys, partners, consultants, agents, predecessors in interest, successors and assigns (each, a “Releasee” and collectively, the “Released PartiesReleasees”), from any claims, demands, and all causes of action, lawsuits or other legal actions or proceedings against the Released Partiesdemands, and all claims, contracts, encumbrances, liabilities, damagesobligations, expenses, losses, costs and expenses that any Releasing Party incursrights of every nature, kind and description whatsoever or howsoever arising, whether beforearising or pleaded in law or in equity, on under contract, statute, tort or after otherwise, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, whether accrued, potential, inchoate, liquidated, contingent or actual, due or to become due, asserted or that might have been asserted which the date applicable Releasing Parties, or any of them, now have, have ever had or may hereafter have, in respect of any cause, matter or thing arising out of or related to the Original Securities Purchase Agreement or the Assigned Interest (each, a “Release”). These Releases are not intended to and shall not release any claims based on, or arising out of enforcement of the express terms of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.;

Appears in 1 contract

Sources: Assignment and Amending Agreement (Gryphon Digital Mining, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (Time of Distribution and except as defined otherwise specifically set forth in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawSeparation Agreements, each of the PartiesAcacia, for themselves and on behalf of itself and each other member of the Acacia Group, on the one hand, and CombiMatrix, on behalf of itself and each other member of the CombiMatrix Group, on the other hand, hereby releases and forever discharges the other party and its Subsidiaries, and its and their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiariesofficers, directors, managersagents, employeesrecord and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), agents advisors and representativesRepresentatives (in each case, in their respective capacities as such) and the predecessorstheir respective heirs, successorsexecutors, administrators, successors and assigns, heirs of and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases from all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claimsdebts, demands, actions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesaccounts, covenants, contracts, agreements, damages, lossesclaims and Liabilities whatsoever of every name and nature, costs both in law and expenses that in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any Releasing Party incursconditions existing at or prior to the Time of Distribution; provided, whether before, on or after the date of this Agreementhowever, that arise inthe foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, underreimbursement, from indemnification or are related to ▇▇▇▇▇▇▇ Fieldcontribution) under the Separation Agreements or assumed, the Ground Leasetransferred, the Development Agreementassigned, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to allocated or arising under any of the foregoing, from Separation Agreements (including any Liability that the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to any Separation Agreement for claims brought against the Plan, the Confirmation Order parties by third Persons or any matters Indemnitee), and the foregoing release will not affect any party’s right to enforce the Separation Agreements or Financing Agreements in accordance with their terms or (ii) any Liability arising from or relating thereto. to any agreement, arrangement, commitment or undertaking described in Section 2.02(b)(ii), or (ciii) Notwithstanding any Liability the foregoing, nothing release of which would result in this Agreement shall be deemed a release, waiver or modifications the release of any Parties’ Person other than a Person released pursuant to this Section 4.01 (provided, that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any member of the other Group with respect to any Liability to the extent such member of the other Group would be released with respect to such Liability by this Section 4.01 but for this clause (iii)). Each of Acacia and CombiMatrix acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Being aware of such Code section, each of Acacia, on behalf of itself and each of the Acacia Subsidiaries, and CombiMatrix, on behalf of itself and each of the CombiMatrix Subsidiaries, hereby expressly waives any rights to enforce this Agreement it may have under California Civil Code Section 1542, as well as any other statutes or the ▇▇▇▇▇▇▇ Field PSAcommon law principles of similar effect.

Appears in 1 contract

Sources: Distribution Agreement (CombiMatrix Corp)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in but only if the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawClosing actually occurs), each of the PartiesBuyer, for themselves and on behalf of itself and each of their its Subsidiaries (including the Company Group), on the one hand, and the Sellers, on the other hand, in each case on behalf of its respective affiliates past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders, controlling Persons, Representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and related persons unconditionally releases and entitiesforever discharges the other party and its respective Affiliates, and each of their the foregoing’s respective shareholderspast, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, trusteesstockholders, beneficiariesequity holders, directorscontrolling persons, managersRepresentatives or Affiliates, employeesor any heir, agents and representativesexecutor, and the predecessorsadministrator, successors, assigns, heirs and devisees successor or assign of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), ) of and from any claims, demandsand all actions, causes of action, lawsuits suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or other legal actions implied), and claims and demands whatsoever whether in law or proceedings in equity (whether based upon contract, tort, contribution or otherwise) which the Releasing Parties may have against each of the Released Parties, and all liabilitiesnow or in the future, damagesin each case in respect of any cause, losses, costs and expenses that matter or thing solely relating to the Company Group or any Releasing Party incurs, whether before, on actions taken or after the date of this Agreement, that arise in, under, from or are related failed to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement be taken by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from Released Parties in any capacity solely related to the beginning of time Company or the Company Subsidiaries occurring or arising on or prior to and including the date of this Agreement. (b) Closing Date. Notwithstanding the foregoing, nothing in this Agreement Section 9.17 (i) shall be deemed a release, waiver release any claims arising from the rights or modification obligations of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce person under this Agreement or the ▇▇▇▇▇▇▇ Field PSAAncillary Documents (subject to the terms and conditions set forth herein and therein) or (ii) shall operate to limit the liability of either of the Sellers, on the one hand, or Buyer, on the other hand, to the other party for Fraud.

Appears in 1 contract

Sources: Purchase Agreement (MGM Resorts International)

Mutual Release. (a) Subject to Section 8(b) Effective from and (c) of this Agreement, as of after the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawEffective Date, each of SPAC and Merger Sub, on the Partiesone hand, for themselves and the Company and Holdings, on the other hand, acknowledge and agree, in each case on behalf of each of their respective affiliates and related persons and entities, itself and each of their its respective shareholdersAffiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, trusteesinvestors, beneficiaries, directors, managers, employees, agents and equity holders or other representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities predecessors or assigns (each, a “Releasing Party”), hereby unconditionallythat: a. Releasing Party (i) has no Claims (as defined below), irrevocably (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and forever releases all (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company or Holdings, on the one hand, or SPAC or Merger Sub, on the other Parties and each hand, or any of their respective affiliates and related persons and entitiesAffiliates, and each of their respective shareholdersSubsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, trusteesinvestors, beneficiaries, directors, managers, employees, agents and equity holders or other representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities predecessors or assigns (collectively, the “Released Parties”); b. Releasing Party hereby unconditionally, from irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesactions, and all suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, costs, losses, costs debts and expenses that (including attorneys’ fees and costs incurred) of any Releasing Party incursnature whatsoever, whether beforeincluding, on or after notwithstanding anything to the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, contrary contained in the Ground Lease, the Development Business Combination Agreement, the City ClaimsNote Purchase Agreement (together with the other documents and transactions contemplated thereby), or any of the Transaction Documents, relating to fraud or willful breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Business Combination Agreement, the SCCDC ClaimNote Purchase Agreement (together with the other documents and transactions contemplated thereby), the PlanTransaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, “Claims”), that Releasing Party has or had or can, will or may now or hereafter have, including any Claims arising under any applicable Law; provided that the Confirmation OrderClaims released hereby shall not include, and nothing in this Section 2 constitutes a release or waiver of, any rights of the Guaranty Agreement Releasing Parties arising under that certain Subordinated Convertible Promissory Note Purchase Agreement, dated as of October 11, 2022, by and among the JQH Trust Company and certain of its affiliates, the City and Commerce Bank dated Lenders (as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022defined therein), and all matters related to any of the foregoing, from the beginning of time to other documents and including the date of this Agreementtransactions contemplated thereby. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Termination Agreement (G Squared Ascend I Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of 5.7.1 Effective upon the Closing Date (as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawClosing, each of the PartiesSeller Party, for themselves and on behalf of each of their respective affiliates such Seller Party and related persons and entities, its Affiliates and each of their respective shareholdersassigns, heirs, beneficiaries, representatives and agents (collectively, the “Seller Releasing Parties”), hereby irrevocably and fully waives, releases, acquits and discharges forever, Buyer and its Affiliates and each of their present and former direct or indirect partners, members and equityholders, and the officers, directors, partners, members, trusteesequityholders, beneficiaries, managing directors, managers, employees, agents and principals, trustees, representatives, and the subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, attorneys and devisees Affiliates of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities them (collectively, the “Buyer Released Parties”), from any claims, demands, and all Losses and causes of actionaction of every kind and nature whatsoever, lawsuits at law or other legal actions in equity, whether known or proceedings unknown, that such Seller Releasing Parties, or any of them, may have had in the past, may now have or may have in the future against the Buyer Released Parties, or any of them, which relate to or arise out of the operations and all liabilitiesactivities of Seller or the Business or any of its Affiliates related to the Business prior to or on the Closing Date, damagesincluding, lossesany claims arising out of or related to the Supply Agreement (the “Seller Claims”), costs and expenses that other than (a) any claims arising out of this Agreement or in any other agreement, instrument, certificate or document delivered by or on behalf of Buyer to which such Seller Releasing Party incursis a party, whether before, on or after the date of this Agreement, that arise in, under, from or are related to ▇▇▇▇▇▇▇ Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding claims for payment for products purchased prior to Closing by a Buyer Releasing Party under the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable TrustSupply Agreement, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding counterclaims and defenses related to Warranty Claims (collectively the foregoing“Seller Excluded Claims”). 5.7.2 Effective upon the Closing, nothing Buyer, on behalf of itself and its Affiliates and each of their respective assigns, heirs, beneficiaries, representatives and agents (collectively, the “Buyer Releasing Parties”), hereby irrevocably and fully waives, releases, acquits and discharges forever, the Seller Parties and their respective Affiliates and each of their present and former direct or indirect partners, members and equityholders, and the officers, directors, partners, members, equityholders, managing directors, employees, principals, trustees, representatives, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, attorneys and Affiliates of each of them (collectively, the “Seller Released Parties”), from any and all Losses and causes of action of every kind and nature whatsoever, at law or in this Agreement equity, whether known or unknown, that such Buyer Releasing Parties, or any of them, may have had in the past, may now have or may have in the future against the 33 Seller Released Parties, or any of them, which arise out of or relate to Performance Claims (the “Buyer Claims”). For the avoidance of doubt, “Buyer Claims” shall be deemed a release, waiver or modifications not include (a) any claims arising out of any Parties’ rights to enforce this Agreement or in any other agreement, instrument, certificate or document delivered by or on behalf of Seller to which such Buyer Releasing Party is a party) (b) any Warranty Claims, and (c) any claims other than Performance Claims (the ▇▇▇▇▇▇▇ Field PSA“Buyer Excluded Claims”).

Appears in 1 contract

Sources: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Mutual Release. (a) Subject to Section 8(b) and (c) of this AgreementUpon effecting a Dismissal, as of outlined in Section 4, above, the Closing Date (Parties agree as defined in the ▇▇▇▇▇▇▇ Field PSA) to the maximum extent permitted under applicable lawfollows: 7.1. Each Party hereto, each of the Partiesand its respective employees, for themselves and on behalf of each of their respective affiliates and representatives, agents, related persons and entities, and each of their respective officers, directors, shareholders, members, partners, memberspredecessors, trusteesinsurers, beneficiariesattorneys, administrators, councilmembers, officials, successors and assigns, does hereby fully and forever completely release, acquit and discharge the other Party and its respective employees, representatives, agents, related entities, officers, directors, managersshareholders, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholdersmembers, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successorsinsurers, attorneys, administrators, councilmembers, officials, successors and assigns, heirs and ▇▇▇▇▇▇▇▇ of each of the foregoing persons and entities (collectively, the “Released Parties”), from any and all damages, claims, actions, disputes, demands, losses, liens, written contracts, costs, expressed and/or implied warranty obligations, attorneys’ fees, costs, actions, causes of action, lawsuits and liabilities of whatever kind and nature arising from or other legal actions or proceedings against related to, the Released PartiesAction. To remove any doubt, claims and defenses in Crown Castle NG West, LLC v. Hillsborough, Superior Court of California, No. 18CIV05650, filed October 18, 2018, (“State Action”) are not released, and notwithstanding any other provision herein, the Parties retain their entirety of their claims and/or defenses in the State Action. 7.2. The Parties acknowledge a risk that, after the execution of the Agreement, the Parties may manifest new loss or injury, the scope, location, and character of which are unknown and/or not discovered at the time the Agreement is signed. There is a risk that the damage presently known may now be or may become more serious than is now known, understood, expected or anticipated. Accordingly, the Parties shall, and do hereby assume the above- mentioned risks and all liabilitiesother risks associated with the Action. The Parties are aware, and have been advised by their attorneys, of the provisions of Civil Code section 1542 (“Section 1542”), which provides: 7.3. Notwithstanding the waivers contained in this Section 7 and its subsections, no Party intends for the waiver contained herein to apply to any damages, claims, actions, disputes, demands, losses, costs and expenses that any Releasing Party incursliens, whether beforewritten contracts, on or after the date of this Agreementcosts, that arise inexpressed and/or implied warranty obligations, underattorneys’ fees, from or are related to ▇▇▇▇▇▇▇ Fieldcosts, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demandsactions, causes of action, lawsuit and liabilities of whatever kind and nature that may arise from or other legal action or proceeding among be related to any Future Applications allowed under the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoterms of Section 6. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the ▇▇▇▇▇▇▇ Field PSA.

Appears in 1 contract

Sources: Settlement Agreement