Mutual General Releases Sample Clauses
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Mutual General Releases. Effective as of the completion of the Conversion (the “Effective Date”), each of the Trust and the Trustees, on the one hand, and each of the members of the Investor Group, on the other hand, on behalf of each of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, trust beneficiaries, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, holders of certificates or sub-share certificates, shareholders, other security holders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally generally release, remit, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, counter-claims, cross-claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction, which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) prior to the Effective Date, including, without limitation, claims that were or could have been asserted in the Litigation (collectively, the “Released Claims”); provided, however, that nothing in this Release shall (i) release (A) any rights or duties of any Releas...
Mutual General Releases a. Consultant, individually, and on behalf of, as applicable, Consultant’s current, former, and successor attorneys, representatives, guardians, heirs, assigns, successors, executors, administrators, insurers, servants, agents, employees, affiliates, and entities does hereby GENERALLY RELEASE, ACQUIT, AND DISCHARGE the Company, and as applicable, its respective current, former, and successor officers, employees, agents, attorneys, assigns, representatives, directors, shareholders, owners, servants, administrators, insurers, parents, subsidiaries, affiliates, and related corporations, firms, associations, partnerships, and entities, specifically including the Other Heelys Releasees (as defined below), from any and all Claims and Controversies (as defined below), including without limitation, any and all obligations under the Employment Agreement; provided, however, that nothing in this Agreement will be considered a release of Consultant’s claims, if any, for vested employment benefits pursuant to the Employee Retirement Income Security Act of 1974 as amended, worker’s compensation insurance coverage, unemployment insurance coverage, and/or the Company’s breach of this Agreement.
b. The Company does hereby GENERALLY RELEASE, ACQUIT, AND DISCHARGE the Consultant, individually, and as applicable, Consultant’s current, former, and successor attorneys, representatives, guardians, heirs, assigns, successors, executors, administrators, insurers, servants, agents, employees, affiliates, and entities, from any and all Claims and Controversies; provided, however, that nothing in this Agreement will be considered a release of the Company’s claims, if any, for the Consultant’s breach of this Agreement.
c. Notwithstanding anything to the contrary herein, the Company’s obligations to Consultant under that certain Indemnification Agreement, effective August 31, 2006 (the “Indemnification Agreement”), and this Agreement are not released, are not affected, and expressly survive the release herein in all respects. Similarly, the Company’s indemnification obligations to Consultant under Heelys, Inc.’s Articles of Incorporation and ByLaws or at law are not released, are not affected, and expressly survive the release herein. As of the Effective Date of this Agreement, to the Company’s knowledge, Consultant has fully complied with the Indemnification Agreement.
Mutual General Releases. Effective as of the date when ML Media receives payment of the Settlement Amount:
a) Except with respect to any rights or causes of action accruing under this Settlement Agreement, ML Media, for itself, its successors and assigns, hereby waives, releases and forever discharges the Adelphia Parties, the Estate and their successors and affiliates, and each of their past, present, and future officers, directors, partners, members, employees, agents, and servants (collectively, the “Adelphia Released Parties”) from any and all claims, obligations, demands, actions, causes of action and liabilities, of whatsoever kind and nature, character and description, whether in law or equity, whether sounding in tort, contract or under other applicable law, whether known or unknown, and whether anticipated or unanticipated, of or to ML Media, which ML Media and its successors and assigns ever had, now have or may ever have against the Adelphia Released Parties, including, without limitation, those arising from any event, transaction, matter, circumstance or fact in any way arising out of, arising as a result of, related to, with respect to or in connection with or based in whole or in part on the Joint Venture, the State Court Action, the Recap Agreement, the Recap Action, or the Proofs of Claim (such claims, obligations, demands, actions, causes of action and liabilities referred to herein collectively as the “ML Claims”); provided, however, that this release does not extend to and shall not be deemed to include, (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.C. and any employees or shareholders thereof and (ii) the members of the Rigas family who are or were partners in Highland.
b) Except with respect to any rights or causes of action accruing under this Settlement Agreement, the Adelphia Parties and the Estate, for themselves, their successors and assigns, hereby waive, release and forever discharge ML Media and its successors and affiliates, and each of their respective past, present, and future officers, directors, partners (and past, present and future officers, directors, employees, agents and partners of the general partner of ML Media and the partners of the general partner of ML Media), members, employees, agents, and servants (collectively, the “ML Media Released Parties”) from any and all claims, obligations, demands, actions, causes of action and liabilities, of whatsoever kind and nature, character and description, whether in law or equity, whether sounding in tort, contract or...
Mutual General Releases. In further consideration for the compensation provided for in Paragraph 5 of this Agreement and as a condition precedent to receipt of the Lump Sum Payment provided for therein, ▇▇▇▇▇▇▇▇ agrees to execute a document that conforms to Addendum B which is attached hereto and by this reference incorporated herein ("Mutual General Releases"). The Company reserves, the right within its sole discretion, to amend, delete or otherwise revise the Mutual General Releases to comply with any changes in applicable laws and/or to make the Mutual General Releases fully effective in releasing and forever discharging Company Releases from the Claims as defined therein. If ▇▇▇▇▇▇▇▇ fails to execute the Mutual General Releases on the Termination Date, or any other subsequent date mutually agreed to by the Parties, then this Agreement and the Consulting Agreement shall become null and void and non-enforceable and ▇▇▇▇▇▇▇▇ shall not be entitled to nor shall he be paid any of the benefits provided for in this Agreement, including specifically, the Lump Sum Payment provided in Paragraph 5(a) of this Agreement.
Mutual General Releases. Effective after the revocation periods have expired pursuant to Section 5 hereof:
4.1. Subject to Subsection 4.3 of this Section, BioDrain, Atlantic Partners Alliance LLC, SOK Partners LLC, J▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and D▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, for and on behalf of themselves and their respective past, present, future and former directors, officers, shareholders, members, owners, affiliates, assigns, associates, partners, licensees, employees, insurers, attorneys, and all persons or entities claiming or acting by, through, or in concert with them or any of them (the “BioDrain Releasors”), shall, and do, hereby, collectively and individually, release and forever discharge Davidson, and each of Davidson’s past, present, and future partners, associates, spouses, insurers, and attorneys, and all persons or entities claiming or acting by, through, or in concert with them, of and from any and all actions, causes of action, claims for relief, suits, obligations, debts, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, demands, damages, losses, costs, attorneys fees, or expenses, fixed or contingent, direct or indirect, in law or in equity, whether or not they arise out of or are related to the Dispute (“Claims”). The BioDrain Releasors acknowledge and agree that this release is a general and unconditional release and that the BioDrain Releasors do not reserve any rights whatsoever against Davidson or the other released parties enumerated above, except to the extent those rights are created expressly by this Agreement.
4.2. Subject to Subsection 4.3 of this Section, Davidson, for and on behalf of Davidson and Davidson’s past, present, and future partners, associates, spouses, insurers, or attorneys, and all persons or entities claiming or acting by, through, or in concert with them, shall, and do, hereby, collectively and individually, release and forever discharge BioDrain, Atlantic Partners Alliance LLC, SOK Partners LLC, J▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and D▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and each of their respective present, future and former directors, officers, shareholders, affiliates, assigns, associates, partners, licensees, employees, insurers, attorneys, and all persons or entities claiming or acting by, through, or in concert with them or any of them, of and from any and all Claims, whether or not they arise out of or are related to the Dispute. Further, Davidson is releasing all claims related to his employment with BioDrain including: ...
Mutual General Releases. For good and valuable consideration, the receipt and sufficed of which are hereby acknowledged by the parties, the parties promise, agree, and release and discharge as follows:
5.1 Except for rights or claims created by this Agreement and the Registration Rights Agreement, the ESI Parties hereby release, remise, and forever discharge ATC, including past, present and future parents, subsidiaries, affiliates, predecessors, successors, assigns, directors, officers, agents, servants, employees, administrators, insurers, accountants, and attorneys (the “ATC Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities existing prior to the Effective Date, whether known or unknown, asserted in, arising out of, connected with or incidental to the License Agreement, the Stock Options, the Lawsuits, or any other matter whatsoever including, without limitation on the generality of the foregoing, any and all claims, demands, causes of action, obligations, damages and liabilities which the ESI Parties could have asserted against ATC or any ATC Released Party relating to the subject matter of the Lawsuits.
5.2 Except as to its rights under the Confidentiality Agreement dated March 18, 2005, and except for such rights or claims as may be created by this Agreement and the Registration Rights Agreement, ATC hereby releases, remises, and forever discharges the ESI Parties, including the ESI Parties’ past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, directors, officers, agents, servants, employees, administrators, insurers, accountants, and attorneys (the “ESI Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities existing prior to the effective date hereof, whether known or unknown, asserted in, arising out of, connected with or incidental to the License Agreement, the Stock Options, the Lawsuits, or any other matter whatsoever including, without limitation on the generality of the foregoing, any and all claims, counterclaims, demands, causes of action, obligations, damages and liabilities which ATC could have asserted against the ESI Parties or the ESI Released Parties relating to the subject matter of the Lawsuits.
5.3 ATC and the ESI Parties specifically waive the benefit of the provisions of Section 1542 of the Civil Code of the State of California and any similar laws of other jurisdictions, to the extent applicable. Section 1542 ...
Mutual General Releases. In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof are hereby acknowledged, the Corporation, for itself, its officers, directors, agents, affiliates, subsidiaries, successors and assigns (hereafter collectively the "Corporation Releasors"), on the one hand, and Agent, for himself, his heirs, personal representatives, successors and assigns (the "Agent Releasors"), on the other, each hereby release, acquit and forever discharge the other, from and against any claim, demand, action, suit, debt, obligation or liability of whatsoever kind or description, whether civil, criminal, arbitrational or administrative, at law or in equity, known or unknown, direct or indirect, arising from any transaction, fact or occurrence from the beginning of time to the date of this Agreement, to the full extent permissible under Colorado law and consistent with the guidance of the U.S. Securities and Exchange Commission regarding the permissible scope of the release and indemnification under the U.S. securities laws, as applicable.
Mutual General Releases. (a) For and in consideration of the mutual releases and payment set forth herein, receipt of all of which is hereby acknowledged, JFSI for itself and its respective predecessors, successors, assigns, heirs, shareholders, directors, officers, agents, employees, and representatives, hereby releases and forever discharges Delta Mutual and its officers, directors, shareholders, divisions, parents, subsidiaries, affiliates, employees, representatives, and agents (and the predecessors, heirs, executors, administrators, successors and assigns of each of the foregoing) from any and all damages, debts, demands, promises, contracts, claims, actions, causes of action, suits, in law or in equity, of any nature whatsoever, whether known or unknown, accrued or unaccrued, arising out of any act, conduct or omission, occurring at any time up to the date of this Settlement Agreement, including, but not limited to, all claims whatsoever based upon or relating to License Agreement.
(b) For and in consideration of the mutual releases and other agreements set forth herein, receipt of all of which is hereby acknowledged, Delta Mutual, for itself and for its officers, directors, shareholders, board members, divisions, parents, subsidiaries, affiliates, employees, representatives, and agents (and the predecessors, heirs, executors, administrators, successors and assigns of each of the foregoing) hereby releases and forever discharges each of JFSI and ▇▇▇▇▇▇▇▇, and its and his respective predecessors, successors and assigns, from any and all damages, debts, demands, promises, contracts, claims, actions, causes of action, suits, in law or in equity, of any nature whatsoever, whether known or unknown, accrued or unaccrued, arising out of any act, conduct or omission, occurring at any time up to the date of this Settlement Agreement including, but not limited to, all claims whatsoever based upon or relating to the License Agreement.
Mutual General Releases. The Parties hereby exchange the following general releases, which they intend to be construed as broadly and inclusively as legally permissible:
Mutual General Releases. In further consideration for the compensation provided for in Paragraph 5 of this Agreement and as a condition precedent to receipt of the Lump Sum Payment provided for therein, Employee agrees to execute a document that conforms to Addendum B which is attached hereto and by this reference incorporated herein ("Mutual General Releases"). The Company reserves, the right within its sole discretion, to amend, delete or otherwise revise the Mutual General Releases to comply with any changes in applicable laws and/or to make the Mutual General Releases fully effective in releasing and forever discharging Company Releases from the Claims as defined therein. If Employee fails to execute the Mutual General Releases on the Termination Date, or any other subsequent date mutually agreed to by the Parties, then this Agreement and the Consulting Agreement shall become null and void and non-enforceable and Employee shall not be entitled to nor shall he be paid any of the benefits provided for in this Agreement, including specifically, the Lump Sum Payment provided in Paragraph 5(a) of this Agreement.