Common use of General Releases Clause in Contracts

General Releases. The releases by SITO and Zoove, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, in this Agreement include an express, informed, knowing, and voluntary waiver and relinquishment to the fullest extent permitted by law. In this connection, the Parties acknowledge that they may have sustained damages, losses, costs, or expenses which are presently unknown and unsuspected and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown claims, counterclaims, causes of action, damages, losses, costs, and expenses based upon, resulting from or arising in connection with any actions, omissions, events, transactions, or matters of or involving any one or more of the Zoove Releasees or SITO Releasees that have occurred on or before the Effective Date of this Agreement, and the Parties voluntarily and with full knowledge of its significance, expressly waive and relinquish any and all rights they may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releases. Accordingly, SITO and Zoove each, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, hereby waive any and all rights under California Civil Code Section 1542 and any other statute or law of similar import or purpose of any other jurisdiction with respect to the releases contained in this Agreement. California Civil Code Section 1542 reads 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.”

General Releases. The (a) In exchange for the consideration provided to Omphalius within this Agreement, the receipt and sufficiency of which are hereby acknowledged, Omphalius irrevocably and unconditionally releases by SITO SoftWave; its predecessors, parent, subsidiaries, and Zooveaffiliates; and its past, on behalf of themselves present and their respective future officers, directors, membersagents, consultants, employees, agents, representatives, attorneysand insurers, predecessors, heirs, successors, together with all successors and assigns, in this Agreement include an express, informed, knowing, and voluntary waiver and relinquishment to assigns of any of the fullest extent permitted by law. In this connectionforegoing (collectively, the Parties acknowledge that they may have sustained damages"SoftWave Releasees"), losses, costs, or expenses which are presently unknown of and unsuspected and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown from all claims, counterclaimsdemands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, lossespenalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and expenses based 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 Omphalius, or any of his predecessors, legal representatives, heirs, executors, successors or assigns, ever had, now has, or hereinafter can, shall, or may have against the SoftWave Releasees, or any of them, for, upon, resulting or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement, except for any action, claim, or right of action for contribution or indemnification that Omphalius may have against SoftWave or its parent based on any fraud or intentional tortious conduct alleged to have been committed by directors, officers and/or employees of SoftWave or its parent, other than Omphalius, during the period from January 18, 2006 through August 8, 2006. Such release includes, but is not limited to, any and all claims, demands, actions, causes of action, or rights of action that Omphalius, or Omphalius' predecessors, legal representatives, heirs, executors, successors or assigns, ever had, now has, or hereinafter can, shall, or may have against the SoftWave Releasees, or any of them, for, upon, or by reason of (a) any breach of the Employment Agreement or any other express or implied contract; (b) any federal, state or local laws, restricting an employer's right to terminate employees, or otherwise regulating employment; (c) workers compensation, wage and hour, or other employee relations statutes, executive orders, ordinance, or regulations, including any rights or claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the WARN Act, or any state or local laws covering the same subject matter; (d) any tort (including, without limitation, any negligent conduct, invasion of privacy, or defamation); (e) any federal, state, or local laws providing recourse for retaliation, wrongful discharge, dismissal or other obligations arising out of public policy; or (f) any physical or personal injury, fraud, negligent misrepresentations, and similar or related claims. The laws referred to in this section include statutes, regulations, other administrative guidance, and common law doctrines. Notwithstanding the foregoing, the general release in this paragraph 3(a) does not include Omphalius's right to enforce the terms of this Agreement or any right of Omphalius to bring an action against SoftWave or its parent based on any fraud or intentional tortious conduct alleged to have been committed by directors, officers and/or employees of SoftWave or its parent, other than Omphalius, during the period from January 18, 2006 through August 8, 2006. Except to enforce this Agreement, Omphalius agrees that he will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will Omphalius seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any actions, omissions, events, transactions, matter concerning his employment relationship with SoftWave or matters of or involving any one or more with respect to all of the Zoove Releasees claims released herein arising from the beginning of the world up to and including the date of execution of this Agreement (whether known or SITO Releasees that have occurred on unknown to him and including any continuing effects of any acts or before practices prior to the Effective Date date of execution of this Agreement, and the Parties voluntarily and with full knowledge of its significance, expressly waive and relinquish any and all rights they may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releases. Accordingly, SITO and Zoove each, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, hereby waive any and all rights under California Civil Code Section 1542 and any other statute or law of similar import or purpose of any other jurisdiction with respect to the releases contained in this Agreement. California Civil Code Section 1542 reads 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).”

General Releases. The releases by SITO and Zoovea. Effective immediately after receipt into the transferee account of the funds subject to the wire payment referred to in Paragraph 1 above, Repligen, on behalf of themselves itself and their respective its agents, servants, attorneys, employees, officers, directors, members, employeesshareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “Repligen Releasors”) fully and forever release and discharge ImClone and each of ImClone’s current and former agents, representativesservants, attorneys, predecessorsemployees, heirs, successors, and assigns, in this Agreement include an express, informed, knowing, and voluntary waiver and relinquishment to the fullest extent permitted by law. In this connection, the Parties acknowledge that they may have sustained damages, losses, costs, or expenses which are presently unknown and unsuspected and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown claims, counterclaims, causes of action, damages, losses, costs, and expenses based upon, resulting from or arising in connection with any actions, omissions, events, transactions, or matters of or involving any one or more of the Zoove Releasees or SITO Releasees that have occurred on or before the Effective Date of this Agreement, and the Parties voluntarily and with full knowledge of its significance, expressly waive and relinquish any and all rights they may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releases. Accordingly, SITO and Zoove each, on behalf of themselves and their respective officers, directors, members, employeesshareholders, agentssubsidiaries, representativesparents, attorneysAffiliates, predecessors, heirs, successors, and assigns, hereby waive transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “ImClone Released Parties”) from any and all rights under California Civil Code Section 1542 manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or causes of action, suits, debts, liens, damages, losses, costs or expenses, liabilities of any kind, fees, commissions and other payments whether presently known or unknown, accrued or not accrued, foreseen or not foreseen, matured or not matured, asserted or unasserted, fixed or contingent, which any of the Repligen Releasors may have had, may claim to have had, ever had, may have, may claim to have or now have against the ImClone Released Parties from the beginning of time until the * – Confidential Treatment Requested Effective Date, in connection with the making, use or sale of C225 (i.e., Erbitux®) and/or in connection with the making, use, or sale of IMC-11F8, including without limitation all claims for infringement of the ‘281 Patent or any other statute or law of similar import or purpose of existing patent together with any other jurisdiction with respect to the releases contained in this Agreement. California Civil Code Section 1542 reads 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 RELEASEcontinuations, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORcontinuations-in-part, divisions, foreign counterparts and equivalents thereto.”

General Releases. The releases by SITO In consideration of the benefits set forth in this Agreement, and Zooveother good and valuable consideration, Executive on behalf of themselves himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges Western Digital Corporation and each of its parents, subsidiaries and affiliates, past and present, as well as its and their respective officerstrustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, agentsstockholders, representatives, attorneysassigns, predecessors, heirs, and successors, past and assigns, in this Agreement include an express, informed, knowingpresent, and voluntary waiver each of them (hereinafter together and relinquishment collectively referred to as the fullest extent permitted by law. In this connection“Releasees”), the Parties acknowledge that they may have sustained damages, losses, costs, or expenses which are presently unknown with respect to and unsuspected from any and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown all claims, counterclaimswages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, damagesobligations, lossesdebts, costs, expenses, attorneys’ fees, damages, judgments, orders and expenses based uponliabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an employee of any Releasee, his separation from his position as employee of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of Executive’s execution of this Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, the Worker Adjustment Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, or any other federal, state or local law, regulation or ordinance, or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, or disability; provided, however, that the foregoing release shall not apply to (i) any obligation created by or arising in connection with out of this Agreement for which receipt or satisfaction has not been acknowledged, and (ii) any actionsclaim for defense or indemnity arising under California Labor Code Section 2802, omissionsCalifornia Corporations Code Section 317, events, transactionsWestern Digital’s by-laws, or matters of any federal or involving any one state statute, law, regulation or more provision that confers upon Executive a right to defense or indemnification arising out of the Zoove Releasees services he performed for Western Digital or SITO Releasees that have occurred on any of the Releasees. Except for those obligations created by or before the Effective Date arising out of this Agreement, Western Digital hereby releases and the Parties voluntarily discharges and covenants not to xxx Executive from and with full knowledge of its significance, expressly waive and relinquish respect to any and all rights they may have claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected (collectively “Claims”) resulting from any act or omission by or on Executive’s part committed or omitted prior to the date of this Agreement; provided, however, that the foregoing release of Executive shall not apply to any claims, known or unknown, suspected or unsuspected, arising from Executive’s (i) willful breach of fiduciary duty, (ii) fraud in connection with the business of Western Digital, or (iii) commission of a crime under any state federal, state, or federal local statute, rule law, ordinance or common law principle, in law or equity, relating to limitations on general releases. Accordingly, SITO and Zoove each, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, hereby waive any and all rights under California Civil Code Section 1542 and any other statute or law of similar import or purpose of any other jurisdiction with respect to the releases contained in this Agreement. California Civil Code Section 1542 reads 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 DEBTORregulation.”

General Releases. The releases (a) In consideration of the payments and promises made or to be made by SITO Synergx under this Agreement, which represent consideration for signing this Agreement and Zooveare not salary, wages, or benefits to which Xxxxxx was already entitled in connection with his employment with Synergx, Xxxxxx, on behalf of themselves each of his heirs, executors, administrators, legal representatives, successors and assigns, and any other person or entity acting through his or on his behalf, releases and forever discharges Synergx, its present and former parent companies, subsidiaries, divisions, affiliated entities, predecessor entities, and their respective present and former officers, directors, memberstrustees, administrators, executors, agents, owners, shareholders, attorneys, employees, agentssuccessors and assigns, representativesindividually and in their official capacities, attorneysand their employee benefit plans and programs and their administrators and fiduciaries, predecessors, together with their heirs, successors, and assigns, in this Agreement include an express, informed, knowingexecutors, and voluntary waiver and relinquishment to the fullest extent permitted by law. In this connectionlegal representatives (collectively, the Parties acknowledge that they may have sustained damages“Synergx Releasees”), losses, costs, or expenses which are presently unknown from any and unsuspected and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown all claims, counterclaimsdebts, obligations, liabilities, promises, grievances, agreements, liens, charges, demands, complaints, causes of action, damagesdamages or injuries of any kind or nature, losseswhether arising under equity or at law, costswhether sounding in contract, and expenses based upontort or otherwise, resulting from whether known or unknown, arising in connection with out of any actionsevent, omissions, events, transactionsoccurrence, or matters of omission to date, which Xxxxxx had, has or involving any one or more may have against the Synergx Releasees, from the beginning of the Zoove Releasees or SITO Releasees that have occurred on or before world until the Effective Date of this Agreement, including, without limitation, all claims for personal injury, negligence, wage-hour, wage-payment (and all wage orders and interpretations), pension, employee benefits, discrimination on the basis of gender, disability, age, sexual orientation, race, religion, creed, national origin or any other basis upon which denial of benefits, harassment, discrimination or retaliation in employment is prohibited by any federal, state or local statute, law, regulation or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefits Protection Act, as amended, the Equal Pay Act of 1963, the Family and Medical Leave Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, Sections 1981 through 1988 of Title 42 of the United States Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Labor Management Relations Act, as amended, the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Act of 1989, the New York Executive Law, the New York Labor Law, and the Parties voluntarily and with full knowledge of its significance, expressly waive and relinquish any and all rights they may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releasesNew York City Administrative Code. Accordingly, SITO and Zoove each, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, hereby waive any and all rights under California Civil Code Section 1542 and any other statute or law of similar import or purpose of any other jurisdiction with respect to Xxxxxx intends that the releases release contained in this paragraph 10(a) shall discharge Synergx and Synergx Releasees to the maximum extent permitted by law. Notwithstanding the foregoing, nothing herein shall release Xxxxxx’x rights pursuant to this Agreement. California Civil Code Section 1542 reads 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 DEBTORXxxxxx acknowledges and agrees that he is competent to execute this Agreement and knowingly and willingly waives any claims he may have against Synergx Releasees.”