Common use of Mutual General Releases Clause in Contracts

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. a. ConsultantEmployee, individually, and on behalf of, as applicable, ConsultantEmployee’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, howeverhowever , that nothing in this Agreement will be considered a release of ConsultantEmployee’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, and/or unemployment insurance coverage, and/or or the Company’s breach of this Agreement. b. The Company does hereby GENERALLY RELEASE, ACQUIT, AND DISCHARGE the ConsultantEmployee, individually, and as applicable, ConsultantEmployee’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, howeverhowever , that nothing in this Agreement will be considered a release of the Company’s claims, if any, for the ConsultantEmployee’s breach of this Agreement. c. Notwithstanding anything to the contrary herein, the CompanyCompany or Heelys, Inc.’s obligations to Consultant Employee under that certain Indemnification Agreement, effective August 31, 2006 (the ““ Indemnification AgreementAgreement ”), and this Agreement are not released, are not affected, and expressly survive the release herein in all respects. Similarly, the CompanyCompany or Heelys, Inc.’s indemnification obligations to Consultant Employee 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 Employee has fully complied with the Indemnification Agreement.

Mutual General Releases. a. ConsultantIn consideration of the Termination Payment, individuallythe Supply Agreement suspension and termination, and other good and valuable consideration, including the consideration set forth in this Agreement, effective upon the full and final payment by Ingevity of the Termination Payment, Georgia-Pacific and Ingevity on their own behalf and on behalf of, as applicable, Consultant’s current, former, and successor attorneysof their respective agents, 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, directorsmembers, shareholders, ownersprincipals, servants, administrators, insurersaffiliated entities, parents, subsidiaries, affiliatesofficers, directors, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executors, and related corporations, firms, associations, partnershipsassigns, and any other persons or entities claiming through them (“Releasors”) do hereby release, acquit and forever discharge the other Party, and the other Party’s respective agents, representatives, members, shareholders, principals, affiliated entities, specifically including the Other Heelys Releasees parents, subsidiaries, officers, directors, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executors, and assigns (as defined below), “Releasees”) from any and all rights, claims, obligations, debts, demands, causes of action, assessments, charges, damages, loss, liabilities and expenses (including attorneys’ fees, interest and litigation costs) of whatever kind or nature, based on any legal or equitable theory, right of action or otherwise, whether foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or fixed, accrued or unaccrued, under, arising out of, or related to the Supply Agreement (the “Released Claims”). The Parties further agree that this Agreement is and shall operate as a complete defense to any subsequent action by or on behalf of any Party asserting or purporting to assert any of the Released Claims as set forth in this Agreement. Without limiting the foregoing, the Parties specifically extend this release to include claims that either Party does not know or suspect to exist at the time that this Agreement and Controversies (as defined below)the releases contained in this Agreement become effective. Notwithstanding the foregoing or anything else in this Agreement, including without limitation, any and all obligations under the Employment Agreement; provided, however, that nothing in this Agreement will be considered a shall operate to release either Party with respect to the Surviving Rights and Obligations, and these obligations are specifically excluded from the Released Claims. For the avoidance of doubt, this mutual release specifically includes the release of Consultant’s claims, if any, for vested employment benefits pursuant all rights and obligations arising from or related to the Employee Retirement Income Security Act of 1974 as amended, worker’s compensation insurance coverage, unemployment insurance coverage, and/or Audit Right in the Company’s breach of this AgreementSupply Agreement and any carryover volumes and any incentive payments. 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. a. ConsultantEmployee, individually, and on behalf of, as applicable, ConsultantEmployee’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 officersattorneys, employeesrepresentatives, agentsguardians, attorneysheirs, assigns, representativessuccessors, directors, shareholders, owners, servantsexecutors, administrators, insurers, parentsservants, subsidiariesagents, employees, affiliates, and related corporations, firms, associations, partnerships, and entities, specifically including the Other Heelys Releasees (as defined below)GNC Releasees, from any and all Claims and Controversies (as defined below), including without limitation, any and all obligations under the Employment AgreementControversies; provided, however, that nothing in this Agreement will be considered a release of ConsultantEmployee’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, and/or unemployment insurance coverage, and/or the Company’s breach of this Agreement. b. The Company Company, and as applicable, its respective current, former, and successor attorneys, representatives, guardians, heirs, assigns, successors, executors, administrators, insurers, servants, agents, employees, affiliates, and related corporations, firms, associations, partnerships, and entities, does hereby GENERALLY RELEASE, ACQUIT, AND DISCHARGE the ConsultantEmployee, individually, and as applicable, ConsultantEmployee’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. a. ConsultantEmployee, individually, and on behalf of, as applicable, ConsultantEmployee’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 ConsultantEmployee’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, and/or unemployment insurance coverage, and/or or the Company’s breach of this Agreement. b. The Company does hereby GENERALLY RELEASE, ACQUIT, AND DISCHARGE the ConsultantEmployee, individually, and as applicable, ConsultantEmployee’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 ConsultantEmployee’s breach of this Agreement. c. Notwithstanding anything to the contrary herein, the CompanyCompany or Heelys, Inc.’s obligations to Consultant Employee 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 CompanyCompany or Heelys, Inc.’s indemnification obligations to Consultant Employee 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 Employee has fully complied with the Indemnification Agreement.

Mutual General Releases. a. ConsultantEffective 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, individuallyML Media, for itself, its successors and on behalf of, as applicable, Consultant’s current, former, and successor attorneys, representatives, guardians, heirs, assigns, successorshereby waives, executorsreleases and forever discharges the Adelphia Parties, administrators, insurers, servants, agents, employees, the Estate and their successors and affiliates, and entities does hereby GENERALLY RELEASEeach of their past, ACQUIT, AND DISCHARGE the Companypresent, and as applicablefuture officers, its respective currentdirectors, formerpartners, and successor officersmembers, employees, agents, attorneysand servants (collectively, 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), "ADELPHIA RELEASED PARTIES") from any and all Claims claims, obligations, demands, actions, causes of action and Controversies (as defined below)liabilities, including 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 all obligations under liabilities referred to herein collectively as the Employment Agreement"ML CLAIMS"); provided, however, that nothing 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 Agreement will be considered a release of Consultant’s claimsSettlement Agreement, if anythe Adelphia Parties and the Estate, for vested employment benefits pursuant to the Employee Retirement Income Security Act of 1974 as amendedthemselves, worker’s compensation insurance coveragetheir successors and assigns, unemployment insurance coveragehereby waive, and/or the Company’s breach of this Agreement. b. The Company does hereby GENERALLY RELEASE, ACQUIT, AND DISCHARGE the Consultant, individuallyrelease and forever discharge ML Media and its successors and affiliates, and as applicableeach of their respective past, Consultant’s current, formerpresent, and successor attorneysfuture officers, representativesdirectors, guardianspartners (and past, heirspresent and future officers, assignsdirectors, successorsemployees, executorsagents and partners of the general partner of ML Media and the partners of the general partner of ML Media), administratorsmembers, insurers, servantsemployees, agents, employeesand servants (collectively, affiliates, and entities, 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 under other applicable law, whether known or unknown, and whether anticipated or unanticipated, of or to the Adelphia Parties, which the Adelphia Parties and their successors and assigns ever had, now have or may ever have against the ML Media 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 Proof of Claims (such claims, obligations, demands, actions, causes of action and Controversies; provided, however, that nothing in this Agreement will be considered a release liabilities referred to herein collectively as the "ADELPHIA PARTIES CLAIMS"). c) The consequences of the Company’s claimsforegoing waiver provisions have been explained by each of the Parties' respective counsel. Each of the Parties acknowledges that it may hereafter discover facts different from, if anyor in addition to, for the Consultant’s breach of this Agreement. c. Notwithstanding anything those it now knows or believes to be true with respect to the contrary herein, ML Claims or the Company’s obligations to Consultant under that certain Indemnification Agreement, effective August 31, 2006 Adelphia Parties Claims (as the “Indemnification Agreement”case may be), and agrees that this Settlement Agreement are not released, are not affected, and expressly survive the release releases contained herein shall be and remain effective in all respects. Similarlyrespects notwithstanding such different or additional facts or the discovery thereof. d) To the extent applicable law would not otherwise recognize the provisions of subsections (a) and (b) of this Section 2.1 as constituting a full and final release applying to all unknown and unanticipated claims, as well as those now known or disclosed, the Company’s indemnification obligations to Consultant Parties hereby expressly waive all rights or benefits which either one or both of them may have now or in the future 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 Agreementany such applicable law.

Mutual General Releases. a. ConsultantIn consideration of the promises set forth in this Agreement, individuallyupon Walgreens's payment of the Settlement Sum set forth in Section 2, and on behalf offor other good and valuable consideration, MMR hereby generally RELEASES, RELIEVES AND FOREVER DISCHARGES Walgreens, and Walgreens hereby generally RELEASES, RELIEVES AND FOREVER DISCHARGES MMR (with the scope of this mutual release applying to each and all of MMR's and Walgreens's respective current and former subsidiaries, parent corporation(s), members, officers, directors, partners, principals, shareholders, independent contractors, subcontractors, predecessors, successors, assigns, associates, representatives, _____________________________________________________________________________________________________ [***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended . employees, attorneys, accountants, and agents, 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 agreements, complaints, controversies, damages, duties, grievances, loss, liability, omissions, promises, remedies, claims, expenses, debts, demands, costs, contracts, obligations, actions, causes of action, and Controversies rights (as defined belowcontingent, accrued, inchoate, or otherwise), including without limitationknown or unknown, any and all obligations under foreseen or unforeseen, directly or indirectly arising from or out of, growing out of, or based upon, in whole or in part, or attributable to, events, acts or omissions, occurring in whole or in part from the Employment Agreement; provided, however, that nothing in this Agreement will be considered a release beginning of Consultant’s claims, if any, for vested employment benefits pursuant time to the Employee Retirement Income Security Act Effective Date, including but not limited to, all claims of 1974 patent infringement that were or could have been asserted in the Legal Actions, regardless of whether any such claims or causes of action have yet accrued. Furthermore, except 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 provided for 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 Section 16 of this Agreement, the Parties agree not to bring, commence, institute, maintain, or prosecute, either as a named or unnamed party, any other action at law or in equity or any legal proceeding whatsoever arising out of, based upon or relating to, any facts or circumstances released by this Agreement. This Agreement may be pled as a full and complete defense to, and may be used as a basis for a dismissal of any action or proceeding in the United States, or elsewhere, arising out of, based upon or relating to any facts or circumstances released by this Agreement. The Releases stated in this paragraph do not release any obligations imposed by this Agreement, including but not limited to the Company’s knowledgeobligations in Sections 2-6 of this Agreement. The Parties further acknowledge that they are familiar with California Civil Code Section 1542 and that they hereby expressly waive the protection of that section, Consultant has fully complied which provides as follows: The Parties waive and relinquish any right or benefit which they have or may have under California Civil Code Section 1542, and any similar law of any state or territory of the United States. That is, the Parties may not invoke the benefits of California Civil Code Section 1542, or any such similar law, in order to prosecute any claims released hereunder. In connection with such waiver and agreement, the Indemnification Parties acknowledge that they are aware that they or their attorney may hereafter discover claims or facts or legal theories in addition to or different from those which they know or believe to exist with respect to the subject litigation, but that it is the intention hereby to fully, finally and forever settle and release all of the claims, known or unknown, suspected or unsuspected, which now exist, may exist or heretofore have existed between the Parties by reason of any acts, circumstances, facts, events or transactions occurring before the date of this Agreement.. In furtherance of such intention, the release herein given shall be and remain in