Releases; Covenants Not to ▇▇▇ Sample Clauses

Releases; Covenants Not to ▇▇▇. (a) Effective as of the Closing, each of the MFW Parties, for themselves and their respective present and former parents, subsidiaries, divisions, Affiliates, and predecessor entities, and the present and former stockholders, directors, officers, employees, partners, members, owners, managers, administrators, attorneys, agents, successors and assigns of each of the foregoing in their capacities as such (all of whom are collectively referred to as the “Pneumo Parties”), do hereby compromise, settle and fully release and forever discharge each of the ▇▇▇▇▇▇ Defendants, their respective present and former parents, subsidiaries, divisions, Affiliates, and predecessor entities, and the present and former stockholders, directors, officers, employees, partners, members, owners, managers, administrators, attorneys, agents, successors and assigns of each of the foregoing in their capacities as such (all of which or whom are collectively referred to as the “▇▇▇▇▇▇ Parties”), and Apex Tool Group LLC (“Apex”), of and from, against, and in respect of, any and all past and future claims, demands, damages, losses, costs, expenses, controversies, actions, rights, indemnities, guarantees, promises, or causes of action of whatsoever nature, whether in law or equity and whether direct or indirect, known or unknown, asserted or unasserted, foreseen or unforeseen, fixed or contingent, that the Pneumo Parties or any of them have or may have against the ▇▇▇▇▇▇ Parties or Apex arising out of or relating to the APA, the Mutual Guaranty, any settlement agreement relating to any policy of insurance under which Pneumo Abex or any predecessors was an insured, any Pneumo Abex Asbestos Claim or the transactions, actions, and occurrences that are alleged or could have been alleged in the Pneumo Complaint, including the 2002 Asset Transfers, the 2005 Asset Transfers and the ▇▇▇▇▇▇▇ Transaction (as each is defined in the Pneumo Complaint), including personal or bodily injuries, tangible or intangible loss, breach of contract, fraudulent conveyance, fraudulent transfer, constructive fraudulent transfer, breach of implied covenant of good faith and fair dealing, tortious interference with contract, breach of the Delaware Limited Liability Company Act, or any other loss, detriment, or expense of any kind, past, present or future, regardless of whether such claims or damages are now known or asserted in the Pneumo Complaint, but in no case any claim, demand, damage, loss, cost, expense or caus...
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Releases; Covenants Not to ▇▇▇. With the exception of the rights arising under this Agreement, ▇▇▇▇▇▇▇ hereby unconditionally and irrevocably releases and forever discharges Patriot (as defined above) of and from, and agrees not to ▇▇▇ and not to assert against Patriot any causes of action, claims and demands whatsoever, at law, in equity, in any state or federal court or other tribunal or before any agency or commission of local, state and federal governments, arising, or alleged to have arisen, or which may arise under any common law theory, any state, county and/or any federal law including, but not limited to, the Family and Medical Leave Act, the Equal Pay Act, federal, state, or municipal anti-discrimination and/or anti-retaliation laws such as the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act, as amended, and the Florida Civil Rights Act of 1992, that ▇▇▇▇▇▇▇ ever had, now has, or which his heirs, executors, administrators, or assigns, or any of them, hereafter can, shall or may have, based on any set of facts known or unknown, occurring prior to, and including, the date of the execution of this Agreement. This release expressly includes, without limitation, any claims related to ▇▇▇▇▇▇▇’ employment with Patriot, the mutual termination of ▇▇▇▇▇▇▇’ employment, any tort or contract claim, and/or any claims arising under the Employment Agreement. This release does not include any claims by ▇▇▇▇▇▇▇ asserting a breach of this Agreement by Patriot.1 With the exception of the rights arising under this Agreement, Patriot (as defined above) hereby unconditionally and irrevocably releases and forever discharges ▇▇▇▇▇▇▇, of and from, and agrees not to ▇▇▇ and not to assert against ▇▇▇▇▇▇▇ any causes of action, claims and demands whatsoever, at law, in equity, in any state or federal court or other tribunal or before any agency or commission of local, state and federal governments, arising, or alleged to have arisen, or which may arise under any common law theory, any state, county and/or any federal law, that Patriot ever had, now has, or which its successors or assigns, or any of them, hereafter can, shall or may have, based on any set of facts known or unknown, occurring prior to, and including, the date of the execution of this Agreement. This release expressly includes, without limitation, any claims related to ▇▇▇▇▇▇▇’ employment with Patriot, the m...
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Releases; Covenants Not to ▇▇▇ a. Release of the Companies. You, for yourself and your heirs, dependents, executors, administrators, legal representatives, successors and assigns (collectively, the "Releasors"), hereby release, remise, and forever discharge each of the Companies, each of their predecessors, successors and assigns, each of their employee benefit and/or pension plans and funds, each of the foregoing's present and former directors, officers, partners, stockholders, employees, agents, fiduciaries and trustees
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Releases; Covenants Not to ▇▇▇ 
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Related to Releases; Covenants Not to ▇▇▇

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to ▇▇▇ Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to S▇▇ The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Release and Covenant Not to ▇▇▇ Employee, on behalf of Employee, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior to the date of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employee.

  • Release and Covenant Not to Sue 7.1. As of the Settlement Effective Date, the Plan (subject to Independent Fiduciary approval as required by Section 2.1) and the Class Members (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns), on their own behalf and on behalf of the Plan, shall fully, finally, and forever settle, release, relinquish, waive, and discharge all Released Parties from the Released Claims, whether or not such Class Members have received or will receive a monetary benefit from the Settlement, whether or not such Class Members have actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed. 7.2. As of the Settlement Effective Date, the Class Representatives, the Class Members and the Plan (subject to Independent Fiduciary approval as required by Section 2.1), expressly agree that they, acting individually or together, or in combination with others, shall not sue or seek to institute, maintain, prosecute, argue, or assert in any action or proceeding (including but not limited to an IRS determination letter proceeding, a Department of Labor proceeding, an arbitration or a proceeding before any state insurance or other department or commission), any cause of action, demand, or claim on the basis of, connected with, or arising out of any of the Released Claims. Nothing herein shall preclude any action to enforce the terms of this Settlement Agreement in accordance with the procedures set forth in this Settlement Agreement. 7.3. Class Counsel, the Class Representatives, Class Members, or the Plan may hereafter discover facts in addition to or different from those that they know or believe to be true with respect to the Released Claims. Such facts, if known by them, might have affected the decision to settle with the Released Parties, or the decision to release, relinquish, waive, and discharge the Released Claims, or the decision of a Class Member not to object to the Settlement. Notwithstanding the foregoing, each Class Member and the Plan shall expressly, upon the entry of the Final Order, be deemed to have, and, by operation of the Final Order, shall have fully, finally, and forever settled, released, relinquished, waived, and discharged any and all Released Claims. The Class Representatives, Class Members and the Plan acknowledge and shall be deemed by operation of the Final Order to have acknowledged that the foregoing waiver was bargained for separately and is a key element of the Settlement embodied in this Settlement Agreement of which this release is a part. 7.4. Each Class Representative, each Class Member, and the Plan hereby stipulate and agree with respect to any and all Released Claims that, upon entry of the Final Order, the Class Members shall be conclusively deemed to, and by operation of the Final Order shall, settle, release, relinquish, waive, and discharge any and all rights or benefits they may now have, or in the future may have, under any law relating to the releases of unknown claims pertaining specifically to Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which 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. Also, the Class Representatives, Class Members and the Plan shall, upon entry of the Final Order with respect to the Released Claims, waive any and all provisions, rights and benefits conferred by any law or of any State or territory within the United States or any foreign country, or any principle of common law, which is similar, comparable or equivalent in substance to Section 1542 of the California Civil Code.