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 DOES NOT EXTEND TO THE 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.”
Appears in 2 contracts
Sources: Settlement and License Agreement, Settlement and License Agreement (Icad Inc)
Releases and Covenants Not to ▇▇▇. iCAD 3.1 In consideration of the acts, promises and forbearances of Seller, the Seller Representative, and each Member, as provided for herein, each of Purchaser and Parent hereby waives, releases, acquits and forever discharges the Seller Representative, Seller, each Member, and each of them (and each of their respective predecessors, successors, affiliates, parents, divisions, subsidiaries, assigns, agents, representatives, officers, directors, shareholders and/or attorneys), from any and all claims, demands, actions, charges, complaints, causes of action, suits, demands, rights, liabilities, cross claims, counterclaims, third-party claims, liens, entitlements, costs and expenses (including internal costs and expenses of Purchaser and Parent) or obligations (hereinafter WCSR 31371906v4 31340301 referred to as “Purchaser Claims”), of whatever nature, whether known or unknown, whether accrued, potential, inchoate, liquidated, contingent, actual, or asserted, whether arising or pleaded at law or in equity, under contract, statute, tort or otherwise, which exist or may exist as of the date hereof, related to, resulting from or arising out of Section 3.2 of the Purchase Agreement, including, without limitation, the indemnification claims made in connection with the Alleged Breaches. Each of Parent and Purchaser hereby represents and warrants that it has not assigned, alienated, or otherwise transferred any of the Purchaser Claims.
3.2 In consideration of the acts, promises and forbearances of Purchaser and Parent, as provided for herein, Seller, the Seller Representative, and each Member hereby waives, releases, acquits and forever discharges Purchaser and Parent, and each of them (and each of their respective predecessors, successors, affiliates, parents, divisions, subsidiaries, assigns, agents, representatives, officers, directors, shareholders and/or attorneys) from any and all claims, demands, actions, charges, complaints, causes of action, suits, demands, rights, liabilities, cross claims, counterclaims, third-party claims, liens, entitlements, costs and expenses (including, without limitation, costs and expenses incurred by the Seller Representative) or obligations (hereinafter referred to as “Seller Claims”), of whatever nature, whether known or unknown, whether accrued, potential, inchoate, liquidated, contingent, actual, or asserted, whether arising or pleaded at law or in equity, under contract, statute, tort or otherwise, which exist or may exist as of the date hereof, related to, resulting from or arising out of Section 3.2 of the Purchase Agreement, including, without limitation, the indemnification claims made in connection with the Alleged Breaches. Each of Seller the Seller Representative and each Member hereby represents and warrants that it has not assigned, alienated, or otherwise transferred any of the Seller Claims.
3.3 Each Party further agrees that such Party is aware that such Party or such Party’s attorneys may hereafter discover facts different from or in addition to the facts of which such Party or such Party’s attorneys now are aware with respect to the subject matter of this Agreement and that such Party nevertheless intends hereby fully, finally, absolutely and forever to settle the matters released pursuant to this Agreement notwithstanding the discovery of any such different or additional facts.
3.4 Each of Purchaser and Parent (on its affiliated entities hereby voluntarily behalf and irrevocably release Zeiss and on behalf of its predecessors, successors, affiliates, parents, divisions, subsidiaries, assigns, agents, representatives, officers, directors, shareholders and/or attorneys) covenants and agrees not to bring any legal action or proceeding of any nature or kind, whether civil or administrative, against the Seller Representative, Seller, the Members and each of them (and each of their respective agents, partners, attorneys, insurers, heirs, successors, executors, estates, administrators and assigns) arising from or based in any way on any of the Purchaser Claims released herein, and further agrees not to voluntarily participate in or cooperate with others in connection with the filing of any such legal action or proceeding, except as required by law. Nothing contained herein shall (i) preclude or prevent Purchaser or Parent from complying in good faith with the laws of the United States or the laws of any state or (ii) be deemed or construed to preclude Purchaser or Parent from enforcing the terms of this Agreement.
3.5 Each of Seller, the Seller Representative, and each Member (on its behalf, and on behalf of its and their respective agents, subcontractorspartners, attorneys, insurers, heirs, successors, executors, estates, administrators and assigns) covenants and agrees not to bring any legal action WCSR 31371906v4 31340301 or proceeding of any nature or kind, whether civil or administrative, against Purchaser or Parent (and each of their respective predecessors, successors, affiliates, parents, divisions, subsidiaries, assigns, agents, representatives, officers, directors, shareholders, employees, subsidiaries, customers, licensees, distributors, end usersshareholders and/or attorneys) arising from or based in any way on any of the Seller Claims released herein, and affiliates of and from, and covenant further agrees 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 voluntarily participate in 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 cooperate with others in connection with the Licensed Patents and/or the Actionfiling of any such legal action or proceeding, except as required by law. Zeiss and iCAD each expressly waive any statuteNothing contained herein shall (i) preclude or prevent Seller Representative, legal doctrineSeller, or other similar limitation upon any Member from complying in good faith with the effect laws of general releasesthe United States or the laws of any State or (ii) be deemed or construed to preclude Seller, including without limitationthe Seller Representative, California Civil Code Section § 1542, which states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO THE 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 DEBTORor any Member from enforcing the terms of this Agreement.”
Appears in 1 contract
Sources: Settlement Agreement (Streamline Health Solutions Inc.)