Releases and Covenants Not to ▇▇▇ Sample Clauses
Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement or any other written or oral agreement, any change in Executive's employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been r...
Releases and Covenants Not to ▇▇▇. 4.1. Releases of Defendants’ Releasees by Plaintiffs. Subject to Sections 4.6 and 14, upon the Effective Date of Settlement, Named Plaintiffs on behalf of themselves and on behalf of the Settlement Class, and all Settlement Class members, absolutely and unconditionally release and forever discharge the Defendants’ Releasees from any and all Plaintiffs’ Released Claims that Plaintiffs directly, indirectly, derivatively or in any other capacity ever had, now have or hereafter may have.
4.2. Releases of the Plaintiffs’ Releasees by Defendants. Subject to Sections 4.6 and 14, upon the Effective Date of Settlement, Defendants absolutely and unconditionally release and forever discharge Plaintiffs’ Releasees and Class Counsel from any and all of Defendants’ Released Claims.
Releases and Covenants Not to ▇▇▇ iCAD and its affiliated entities hereby voluntarily and irrevocably release Zeiss and its predecessors, successors, assigns, attorneys, insurers, agents, subcontractors, officers, directors, shareholders, employees, subsidiaries, customers, licensees, distributors, end users, and affiliates of and from, and covenant not to ▇▇▇ such entities for, any and all rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of action and claims for relief of any kind, manner, nature and description, known or unknown, which iCAD has, may have had, might have asserted, may now have or assert, or may hereafter have or assert against concerning the Licensed Patents and/or the Action. iCAD and its affiliated entities further hereby represent and warrant that all previous shareholders of Xoft, Inc., voluntarily and irrevocably release Zeiss and its predecessors, successors, assigns, attorneys, insurers, agents, subcontractors, officers, directors, shareholders, employees, subsidiaries, customers, licensees, distributors, end users, and affiliates of and from, and covenant not to ▇▇▇ such entities for, any and all rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of action and claims for relief of any kind, manner, nature and description, known or unknown, which such shareholders have, may have had, might have asserted, may now have or assert, or may hereafter have or assert against concerning the Licensed Patents and/or the Action, and iCAD further agrees to indemnify such entities against all such claims. Upon receipt of all royalties due under this Agreement, Zeiss voluntarily and irrevocably releases iCAD and its predecessors, successors, assigns, attorneys, insurers, agents, subcontractors, officers, directors, shareholders, employees, subsidiaries, and affiliates of and from, and covenants not to ▇▇▇ such entities for, any and all rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of action and claims for relief of any kind, manner, nature and description, known or unknown, which Zeiss has, may have had, might have asserted, may now have or assert, or may hereafter have or assert in connection with the Licensed Patents and/or the Action. Zeiss and iCAD each expressly waive any statute, legal doctrine, or other similar limitation upon the effect of general releases, including without limitation, California Civil Code Section § 1542, which states as follows: “A GENERAL RELEASE ...
Releases and Covenants Not to ▇▇▇.
(a) The NFLPA on behalf of itself, its members, and their respective heirs, executors, administrators, representatives, agents, successors and assigns, releases and covenants not to ▇▇▇, or to support financially or administratively, or voluntarily provide testimony of any kind, including by declaration or affidavit in, any suit or proceeding (including any Special Master proceeding brought pursuant to the White SSA and/or the Prior Agreement) against the NFL or any NFL Club or any NFL Affiliate with respect to any antitrust or other claim asserted in White v. NFL or ▇▇▇▇▇ ▇. NFL, including, without limitation, any claim relating to the 2011 lockout, any restrictions on free agency, any franchise player designations, any transition player designations, the Draft, the Entering Player Pool, the Rookie Compensation Pool, Total Revenues (“TR”) or television rights fees with respect to any League Year prior to 2011, collusion with respect to any League Year prior to 2011, or any claim that could have been asserted in White or ▇▇▇▇▇ related to any other term or condition of employment with respect to conduct occurring prior to the execution of this Agreement. For purposes of clarity, this release does not cover any claim of any retired player.
(b) The NFL, on behalf of itself, the NFL, and the NFL Clubs and their respective heirs, executors, administrators, representatives, agents, successors and as- signs, releases and covenants not to ▇▇▇, or to support financially or administratively, or voluntarily provide testimony of any kind, including by declaration or affidavit in, any suit (including any Special Master proceeding brought pursuant to the White SSA and/or the Prior Agreement) against the NFLPA or any of its members, or agents acting on its behalf, or any member of its bargaining unit, with respect to conduct occurring prior to the execution of this Agreement.
(c) Other than as provided in the Settlement Agreement, the releases and covenants not to ▇▇▇ in Subsections (a) and (b) above shall not apply to any Injury or Non-Injury Grievance asserted under the Prior Agreement, or to any proceeding to confirm an Injury or Non-Injury Grievance award under the Prior Agreement.
(d) The parties shall take prompt and immediate steps to dismiss the litiga- tion, grievances, and arbitration referenced in Paragraph 4 of the Settlement Agreement and the NLRB proceeding referenced in the side letter to the Settlement Agreement dated July 26, 2011. ARTICLE 4
Releases and Covenants Not to ▇▇▇. 6.1 QuintilesIMS Release of the Four Former UK Employees. QuintilesIMS and its present and former parent entities, subsidiaries, divisions, and Affiliates, their respective officers, directors, employees, agents, subrogees and insurers, and their respective successors, predecessors, assigns, heirs, executors, administrators, attorneys, servants, agents and representatives (collectively, “QuintilesIMS Parties”), hereby and forever release, acquit, and discharge each of the Four Former UK Employees and each of their respective assigns, heirs, executors, administrators, attorneys, servants, agents, successors, predecessors, insurers, subrogees and representatives (collectively, “Four Former UK Employee Parties”), from any and all claims or causes of action, debts, suits, rights of action, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, variances, executions, demands or obligations of any kind or nature whatsoever, matured or unmatured, liquidated or unliquidated, absolute or contingent, known or unknown, suspected or unsuspected, including any costs and legal fees (collectively, “Claims”), solely arising out of, or relating to (a) the investigation and enforcement of Claims in the UK Proceedings, including the matters disclosed in the Affidavits provided by the Four Former UK Employees and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the UK Proceedings, any information previously provided by Kroll Worldwide to QuintilesIMS in connection with the UK Proceedings and any information provided by QuintilesIMS external counsel (Pinsent Masons LLP) to CRA’s external counsel (▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP) in connection with the UK Proceedings; (b) the Four Former UK Employees’ and the Former Norway Employee’s employment with QuintilesIMS, including any Equity Clawback Rights relating to Former QI Employee Nos. 1, 2, 4 and 5; (c) CRA’s, the Four Former UK Employees’ and the Former Norway Employee’s direct and indirect recruitment activities of any QuintilesIMS employees prior to the Effective Date, and CRA’s hiring and employment of the individuals identified on Exhibit A hereto; and (d) all Non-Compliant Materials and Non-Compliant Conduct prior to the Effective Date revealed in the Investigation, provided that the Investigation is completed, the Report is delivered, and findings of Non-Compliant Material and Non-Compliant conduct are remediated in accordance with the Protocol and Article V.
Releases and Covenants Not to ▇▇▇. The form and content of the releases and covenants not to ▇▇▇ contemplated in sections 7.1, 7.2 and 7.3 of this Settlement Agreement shall be considered a material term of the Settlement Agreement in favour of the Domfoam Defendants, the Brayiannis Defendant and the Individual Settling Parties and the failure of any Court to approve the releases or covenants not to ▇▇▇ contemplated herein shall give rise to a right of termination by the Domfoam Defendants and the Individual Settling Parties pursuant to section 14 of this Settlement Agreement. For greater certainty, and notwithstanding any other term of this Settlement Agreement, the Plaintiffs and Class Counsel shall not have any right of termination in the event that any Court fails to approve the releases and/or covenants not to ▇▇▇ contemplated herein, or if any Court approves the releases and/or covenants not to ▇▇▇ contemplated herein in a materially modified form.
Releases and Covenants Not to ▇▇▇. In addition to the effect of any final judgments entered in accordance with this Multistate Settlement Agreement, on and as of the date of Final Approval:
1. The Released Parties shall be released and forever discharged from all Released Claims by each Private Releasing Party. In addition, each Private Releasing Party hereby covenants and agrees that he, she, or it shall not, hereafter, assert any claim, demand, action, suit, or cause of action whether directly, representatively, derivatively or in any other capacity, against any Released Party based in whole or in part, upon the Alleged Conduct and/or the Released Claims, provided however, that it is expressly acknowledged that any release of claims in this Multistate Settlement Agreement is not intended to, and shall not, affect the rights of any Party to pursue: (1) a claim for damages under the ▇▇▇▇▇▇▇ Act (15 U.S.C. § 1 et seq.) based on purchases by members of the Settlement Classes of any Vitamin Product directly invoiced from a manufacturer of the Vitamin Product listed on Schedule 3, or
Releases and Covenants Not to ▇▇▇. (a) Each of RTSI, ▇▇▇▇▇▇ and Mass. Onc. hereby releases and forever discharges RIH, the Company, and their respective affiliates, successors and assigns, and their respective past and present employees, agents, representatives, officers and directors (including, without limitation, ▇▇▇▇▇ ▇▇▇▇▇, M.D. in his capacity as Medical Director of the Company and Chief of Radiation Oncology at RIH (and any other positions he may hold with the Company and/or RIH), but not individually or in any capacity he may hold with any other entity) (collectively, the “RIH Released Parties”) from any and all manner of actions, causes of action, suits, debts, accounts, contracts, claims, demands, agreements, controversies, judgments, obligations, damages and liabilities of any nature whatsoever whether or not now known, suspected, or claimed, which any of RTSI, ▇▇▇▇▇▇ or Mass. Onc, ever had, now has, or hereafter may have, or claim to have, against the RIH Released Parties arising out of, related to or based upon any matter, cause, or thing whatsoever to and including the date of this Agreement (including without limitation matters referenced in a letter from RTSI’s counsel to RIH and ▇▇▇▇▇ University dated November 8, 2012), but excluding obligations under this Agreement, Each of RTSI, ▇▇▇▇▇▇ and Mass. Onc. covenants and agrees never to, directly or indirectly, commence or prosecute, or assist in the commencement or prosecution of or in any way to cause, permit, or advise to be commenced or prosecuted against any of the RIH Released Parties, any action or proceeding, or to assert against any of the RIH Released Parties in any action or proceeding any actions, causes of action, suits, debts, accounts, contracts, claims, demands, agreements, controversies, judgments, obligations, damages or liabilities of any nature whatsoever, whether or not now known, suspected or claimed, which any of RTSI, ▇▇▇▇▇▇ or Mass. Onc. ever had, now has, or hereafter may have, or claim to have, against any of the RIH Released Parties arising out of, related to or based upon any matter, cause, or thing whatsoever to and including the date of this Agreement (including without limitation matters referenced in a letter from RTSI’s counsel to RIH and ▇▇▇▇▇ University dated November 8, 2012), but excluding obligations under this Agreement.
(b) Each of RIH and the Company hereby releases and forever discharges RTSI, ▇▇▇▇▇▇ and Mass. Onc., and their respective affiliates, successors and assigns, and their resp...
Releases and Covenants Not to ▇▇▇. 5.1 The Settling Persons:
(i) Shall be hereby conclusively deemed to have, and by operation of the Certification and Settlement Approval Orders shall have, fully, finally, and forever released, relinquished and discharged all Subject Claims against all ▇▇▇▇▇▇ Persons with the exception of the claims made in the Actions against ▇▇▇▇▇▇ which claims are subject to Section VI;
(ii) Covenant hereby not to assert or prosecute any of the Subject Claims against any of the ▇▇▇▇▇▇ Persons in any other action or proceeding in this or any other jurisdiction;
(iii) Covenant hereby not to assert or prosecute any claim whether for damages, declaration or other relief against any Person who could claim over against any ▇▇▇▇▇▇ Person in respect of the Subject Claims whether for damages, declaration or other relief, but this does not include the prosecution of the claims made by the Plaintiffs against HMQ in the Actions;
(iv) Covenant that in the event that litigation commenced or continued by a Settling Person against any Person other than the Actions (to which Section VI, including paragraph 6.5 applies) results in a claim over or a judgment against a ▇▇▇▇▇▇ Person to pay any amount to any Person, the Settling Person shall not collect any amount in respect of the Subject Claims and will hold harmless, defend, reimburse and indemnify the ▇▇▇▇▇▇ Person for the amount of the claim over or the judgment in respect of the Subject Claims;
(v) Shall forever be enjoined from asserting or prosecuting any of the Subject Claims against any of the ▇▇▇▇▇▇ Persons in any other action or proceeding in any jurisdiction;
(vi) Covenant not to seek an apportionment of negligence, fault, liability, responsibility or wrongdoing as against the ▇▇▇▇▇▇ Persons or any of them; and
(vii) Shall fully indemnify and hold the ▇▇▇▇▇▇ Persons entirely harmless from any and all liability, damages, legal fees, disbursements and costs, with respect to any breach of the foregoing subparagraphs.
5.2 Notwithstanding paragraph 5.1, for each Settling Person resident in or carrying on business in any Province where the release of one tortfeasor is a release of all other tortfeasors, the Settling Persons do not release the ▇▇▇▇▇▇ Persons but instead covenant and undertake not to bring any cause of action, proceeding, claim, action, suit or demand, or in any way to threaten, commence, or continue any proceeding, claim, action, suit or demand, in any jurisdiction, against the ▇▇▇▇▇▇ Persons or any of them, in respec...
Releases and Covenants Not to ▇▇▇. 1.1 WD and SanDisk and ▇▇▇▇ Capital Mutual Releases.
(a) WD and SanDisk, in each case on behalf of itself and its Affiliates, and its and their respective successors, predecessors, assignees, officers, directors, shareholders, employees, representatives and agents (the “WD Releasors”) each hereby releases and forever discharges ▇▇▇▇ Capital and its respective Affiliates (excluding any Excluded Person), and its and their respective successors, assignees, predecessors, funds, officers, directors, managers, partners, shareholders, employees, representatives, attorneys and agents, but, in each case, excluding any Excluded Person (the “▇▇▇▇ Capital Releasees”), from all Claims (i) relating to, arising out of or in connection with the TMC Transfer; the TSB Transfer; the Auction (including TSB’s and TMC’s disclosure of confidential information regarding the Memory Business to bidders in the Auction or attorneys or consortium partners for due diligence purposes); acts, omissions, attempts, or efforts to acquire any or all shares of or interest in TMC; the Access Restrictions; the Fab 6 Unilateral Investment; or the TMC Sale; (ii) relating to the allegations that were or could have been asserted in the Proceedings; and/or (iii) that were asserted or threatened to be asserted in any of the correspondence set forth in Schedule 1.1 of this Agreement. WD and SanDisk, in each case on behalf of itself and the other WD Releasors, covenants not to (and to cause its respective Affiliates, and its and their respective successors, predecessors, assignees, officers, directors, shareholders (in their capacity as such), employees, representatives and agents, not to) ▇▇▇ or assert any Claims released in this Section 1.1(a) against the ▇▇▇▇ Capital Releasees in any forum.
(b) ▇▇▇▇ Capital, on behalf of itself and its Affiliates (excluding any Excluded Person), and its and their respective successors, assignees, predecessors, funds, officers, directors, managers, partners, shareholders, employees, representatives, attorneys and agents, but, in each case, excluding any Excluded Person (the “▇▇▇▇ Capital Releasors”) each hereby releases and forever discharges each of WD, SanDisk, their respective Affiliates, and its and their respective successors, assignees, predecessors, officers, directors, shareholders, employees, representatives, attorneys and agents (the “WD Releasees”), from all Claims (i) relating to, arising out of or in connection with the TMC Transfer; the TSB Transfer; ...