Common use of Mutual General Releases Clause in Contracts

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 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO 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. 5.4 The provisions, waivers and releases set forth in this Section 5 are binding upon each of ATC and the ESI Parties and their respective agents, employees, attorneys, representatives, officers, directors, general partners, limited partners, joint venturers, affiliates, assigns, heirs, successors in interest and shareholders. 5.5 The provisions, waivers and releases of this Section 5 shall inure to the benefit of each of ATC’s and the ESI Parties’ agents, attorneys, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 5.6 The provisions of this Section 5 shall survive the termination of this Agreement, and full performance of all the terms of this Agreement. 5.7 In entering into this Agreement and the waivers provided for in this Section 5, each of ATC and the ESI Parties assumes the risk of any misrepresentation, concealment or mistake. If either ATC or the ESI Parties should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect, ATC or the ESI Parties shall not be entitled to any relief in connection therewith, including any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding upon the parties hereto, regardless of any claims of misrepresentation, promise made without the intention of performing, concealment of fact, mistake of fact or law, or any other circumstances whatsoever. 5.8 Without limiting the generality of any provision of this Section 5, each of ATC and the ESI Parties agree and acknowledge that the License Agreement was terminated on May 23, 2003, and the Stock Options ceased to be exercisable on October 5, 2002, and no party thereto had any rights or obligations under such agreements, following such respective dates. 5.9 Except as required in a subpoena issued to an ESI Party by a court of competent jurisdiction or an order or judgment binding on an ESI Party, each of the ESI Parties agrees not to participate in or assist in any manner any person or entity in any claim or cause of action such person or entity might threaten or bring against ATC which in any way derives from any rights the ESI Parties formerly enjoyed under the License Agreement, including without limitation any claims or causes of action by licensees, sublicensees, assignees, finders or brokers of the ESI Parties, or other persons with contracting relationships with the ESI Parties.

Mutual General Releases. For good A. Brookhaven, on behalf of itself and valuable considerationeach of its legal representatives, the receipt and sufficed of which are hereby acknowledged by the partiesadministrators, the parties promisemembers, agreemanagers, officers, directors, agents, employees, attorneys, accountants, successors, and release and discharge as follows: 5.1 Except for rights or claims created by this Agreement and the Registration Rights Agreementassigns, the ESI Parties does hereby release, remiserelinquish, acquit, waive, and forever discharge ATCCatalyst, including past, present and future parents, subsidiaries, along with each of its respective affiliates, predecessors, successors, assignsofficers, directors, officers, agents, servants, employees, administratorsrepresentatives, insurersattorneys, accountants, successors and attorneys (the “ATC Released Parties”)assigns, from any and all claims, counterclaims, rights, demands, actions, suits, requests, proceedings, liabilities or causes of action, obligationswhether known or unknown as of the Effective Date, damagesthat Brookhaven may have, and liabilities existing directly or indirectly, against Catalyst that arose or will arise out of, in whole or in part, any act, omission to act, transaction, practice, conduct, matter, cause, or thing of any kind or character that arose or occurred prior to the Effective Date, whether known Date hereof relating to or unknown, asserted in, arising out of, connected with or incidental to under the License Agreement, including within the Stock Options, the Lawsuits, or scope of such release any other matter whatsoever including, without limitation on the generality obligations of Catalyst to Brookhaven pursuant to Article III 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 License Agreement (relating to the subject matter “Reimbursement of the LawsuitsLicensor’s Patent Costs”). 5.2 Except as to B. Catalyst, on behalf of itself and each of its rights under the Confidentiality Agreement dated March 18legal representatives, 2005administrators, officers, directors, agents, employees, attorneys, accountants, successors, and except for such rights or claims as may be created by this Agreement and the Registration Rights Agreementassigns, ATC does hereby releasesrelease, remisesrelinquish, acquit, waive, and forever discharges the ESI Partiesdischarge Brookhaven, including the ESI Parties’ past and present parents, subsidiaries, along with each of its respective affiliates, predecessorsmembers, successorsmanagers, assignsofficers, directors, officers, agents, servants, employees, administratorsrepresentatives, insurersattorneys, accountants, successors and attorneys (the “ESI Released Parties”)assigns, from any and all claims, counterclaims, rights, demands, actions, suits, requests, proceedings, liabilities or causes of action, obligationswhether known or unknown as of the Effective Date, damagesthat Catalyst may have, and liabilities existing directly or indirectly, against Brookhaven that arose or will arise out of, in whole or in part, any act, omission to act, transaction, practice, conduct, matter, cause, or thing of any kind or character that arose or occurred 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 Effective Date hereof 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 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO 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. 5.4 The provisions, waivers and releases set forth in this Section 5 are binding upon each of ATC and the ESI Parties and their respective agents, employees, attorneys, representatives, officers, directors, general partners, limited partners, joint venturers, affiliates, assigns, heirs, successors in interest and shareholders. 5.5 The provisions, waivers and releases of this Section 5 shall inure to the benefit of each of ATC’s and the ESI Parties’ agents, attorneys, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 5.6 The provisions of this Section 5 shall survive the termination of this Agreement, and full performance of all the terms of this Agreement. 5.7 In entering into this Agreement and the waivers provided for in this Section 5, each of ATC and the ESI Parties assumes the risk of any misrepresentation, concealment or mistake. If either ATC or the ESI Parties should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect, ATC or the ESI Parties shall not be entitled to any relief in connection therewith, including any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding upon the parties hereto, regardless of any claims of misrepresentation, promise made without the intention of performing, concealment of fact, mistake of fact or law, or any other circumstances whatsoever. 5.8 Without limiting the generality of any provision of this Section 5, each of ATC and the ESI Parties agree and acknowledge that the License Agreement was terminated on May 23, 2003, and the Stock Options ceased to be exercisable on October 5, 2002, and no party thereto had any rights or obligations under such agreements, following such respective dates. 5.9 Except as required in a subpoena issued to an ESI Party by a court of competent jurisdiction or an order or judgment binding on an ESI Party, each of the ESI Parties agrees not to participate in or assist in any manner any person or entity in any claim or cause of action such person or entity might threaten or bring against ATC which in any way derives from any rights the ESI Parties formerly enjoyed arising under the License Agreement, including without limitation within the scope of such release any claims or causes obligations of action by licensees, sublicensees, assignees, finders or brokers Brookhaven to Catalyst pursuant to “Article VI – Auditing,” paragraph (b) of the ESI Parties, or other persons with contracting relationships with the ESI PartiesLicense Agreement.

Mutual General Releases. For good In consideration of the covenants contained in this Agreement, and valuable considerationother than with respect to the rights and obligations created by this Agreement, the receipt Parties shall and sufficed of which are hereby acknowledged by the parties, the parties promise, agree, and do release and discharge each other as follows: 5.1 Except for rights or claims created by this Agreement 6.1 ▇▇▇▇▇▇▇, on behalf of himself and the Registration Rights Agreementany and all of his agents, the ESI Parties attorneys, successors and assigns, hereby release, remisedischarges and releases Aethlon, and forever discharge ATCany and all of its past and present employees, including pastagents, present and future parentsattorneys, subsidiariespartners, affiliatesofficers, directors, board members, users, predecessors, successors, successors and assigns, directors, officers, agents, servants, employees, administrators, insurers, accountants, of and attorneys (the “ATC Released Parties”), from any and all rights, claims, demandsdamages, debts, actions, causes of action, obligationssuits, damagesaccounts, covenants, contracts, promises, agreements, subrogations, duties, demands, controversies or liabilities whatsoever of every kind and liabilities existing prior to the Effective Datenature, whether at law or in equity, known or unknown, asserted inmatured or unmatured, arising out offoreseeable or unforeseeable (collectively “Claims”), connected with which ▇▇▇▇▇▇▇ now has, ever had, or incidental may have in the future against Aethlon by reason of any liability, act, omission, matter, thing or circumstance whatsoever occurring at any time prior to the License signing this Agreement, the Stock Options, the Lawsuits, or any other matter whatsoever including, without limitation limitation, all matters relating in any way to the Lawsuit, including in the Complaint and any pending pleadings (the “▇▇▇▇▇▇▇ Released Matters”). 6.2 Aethlon, on the generality behalf of the foregoing, itself and any and all past and present employees, agents, attorneys, partners, officers, directors, board members, users, predecessors, successors and assigns, hereby discharges and releases ▇▇▇▇▇▇▇, and any and all of his agents, attorneys, successors and assigns, of and from any and all rights, claims, demandsdamages, debts, actions, causes of action, obligationssuits, 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 18accounts, 2005covenants, and except for such rights or claims as may be created by this Agreement and the Registration Rights Agreementcontracts, ATC hereby releasespromises, remisesagreements, and forever discharges the ESI Partiessubrogations, 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 claimsduties, demands, causes controversies or liabilities whatsoever of actionevery kind and nature, obligationsat law or in equity, damages, and liabilities existing prior to the effective date hereof, whether known or unknown, asserted inmatured or unmatured, arising out offoreseeable or unforeseeable (collectively “Claims”), connected with which Aethlon now has, ever had, or incidental may have in the future against ▇▇▇▇▇▇▇ by reason of any liability, act, omission, matter, thing or circumstance whatsoever occurring at any time prior to the License signing this Agreement, the Stock Options, the Lawsuits, or any other matter whatsoever including, without limitation on the generality of the foregoinglimitation, 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 matters 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 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO 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. 5.4 The provisions, waivers and releases set forth in this Section 5 are binding upon each of ATC and the ESI Parties and their respective agents, employees, attorneys, representatives, officers, directors, general partners, limited partners, joint venturers, affiliates, assigns, heirs, successors in interest and shareholders. 5.5 The provisions, waivers and releases of this Section 5 shall inure to the benefit of each of ATC’s and the ESI Parties’ agents, attorneys, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 5.6 The provisions of this Section 5 shall survive the termination of this Agreement, and full performance of all the terms of this Agreement. 5.7 In entering into this Agreement and the waivers provided for in this Section 5, each of ATC and the ESI Parties assumes the risk of any misrepresentation, concealment or mistake. If either ATC or the ESI Parties should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect, ATC or the ESI Parties shall not be entitled to any relief in connection therewith, including any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding upon the parties hereto, regardless of any claims of misrepresentation, promise made without the intention of performing, concealment of fact, mistake of fact or law, or any other circumstances whatsoever. 5.8 Without limiting the generality of any provision of this Section 5, each of ATC and the ESI Parties agree and acknowledge that the License Agreement was terminated on May 23, 2003, and the Stock Options ceased to be exercisable on October 5, 2002, and no party thereto had any rights or obligations under such agreements, following such respective dates. 5.9 Except as required in a subpoena issued to an ESI Party by a court of competent jurisdiction or an order or judgment binding on an ESI Party, each of the ESI Parties agrees not to participate in or assist in any manner any person or entity in any claim or cause of action such person or entity might threaten or bring against ATC which in any way derives from any rights to the ESI Parties formerly enjoyed under the License AgreementLawsuit, including without limitation in the Complaint and any claims or causes of action by licensees, sublicensees, assignees, finders or brokers of pending pleadings (the ESI Parties, or other persons with contracting relationships with the ESI Parties“Aethlon Released Matters”).

Mutual General Releases. 7. For good and valuable considerationin consideration of the terms set forth herein, the receipt ▇. ▇▇▇▇▇▇▇ and sufficed ▇. ▇▇▇▇▇▇▇ on behalf of which are hereby acknowledged by the partiesthemselves and their predecessors, the parties promisesuccessors, agreecorporations, partners, joint venturers, partnerships, affiliates, representatives, agents, attorneys, employees, spouses, insurers, assigns, beneficiaries, and release related entities, hereby fully and discharge as follows: 5.1 Except for rights forever GENERALLY RELEASE, ACQUIT, DISCHARGE, DISCLAIM, and RENOUNCE any and all claims, demands, damages, actions, causes of action, and/or suits of whatever nature, in law or claims created by equity, statutory, common law, or otherwise, that they have, might have, or ever had, known and realized or unknown and not realized, that are based in whole or in part on any conduct, fact, matter, act, omission, cause, transaction, or thing whatsoever, occurring from the beginning of time through the Effective Date of this Agreement and the Registration Rights Agreement, the ESI Parties hereby releaseagainst Crdentia, remiseCRDE, and/or Arizona Home Health, and/or any of their past, present, and forever discharge ATCfuture parent entities, including past, present and future parentsaffiliates, subsidiaries, affiliatesshareholders, officers, directors, partners, partnerships, fiduciaries, trustees, employees, agents, insurers, predecessors, successors, assigns, directorsattorneys, spouses, administrators, and related entities, including but not limited to any matters that are based on, arise out of, or are in any way related to or connected with the allegations in the Lawsuit, the Acquisition Agreement, or the Allocation Agreement. Notwithstanding anything to the contrary herein, this release does not release the obligations of the Parties set forth in this Agreement. 8. For and in consideration of the terms set forth herein, Crdentia, CRDE, and Arizona Home Health, on behalf of themselves and their predecessors, successors, corporations, parents, subsidiaries, members, partners, joint venturers, partnerships, affiliates, representatives, agents, attorneys, employees, officers, agents, servants, employees, administratorsdirectors, insurers, accountantsassigns, and attorneys (the “ATC Released Parties”)beneficiaries, from hereby fully and forever GENERALLY RELEASE, ACQUIT, DISCHARGE, DISCLAIM, and RENOUNCE 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, demandsactions, causes of action, obligationsand/or suits of whatever nature, damages in law or equity, statutory, common law, or otherwise, that they have, might have, or ever had, known and liabilities which realized or unknown and not realized, that are based in whole or in part on any conduct, fact, matter, act, omission, cause, transaction, or thing whatsoever, occurring from the ESI Parties could have asserted beginning of time through the Effective Date of this Agreement, against ATC or ▇. ▇▇▇▇▇▇▇ and/or ▇. ▇▇▇▇▇▇▇ and/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 18their past, 2005present, 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, future predecessors, successors, assignscorporations, directorspartners, officersjoint ventures, agentspartnerships, 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 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO 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. 5.4 The provisions, waivers and releases set forth in this Section 5 are binding upon each of ATC and the ESI Parties and their respective agents, employees, attorneysaffiliates, representatives, officers, directors, general partners, limited partners, joint venturers, affiliates, assigns, heirs, successors in interest and shareholders. 5.5 The provisions, waivers and releases of this Section 5 shall inure to the benefit of each of ATC’s and the ESI Parties’ agents, attorneys, employees, representativesspouses, officers, directors, divisions, subsidiaries, affiliatesinsurers, assigns, heirsbeneficiaries, successors and related entities, including but not limited to any matters that are based on, arise out of, or are in interest and shareholders. 5.6 The provisions of this Section 5 shall survive any way related to or connected with the termination of this allegations in the Lawsuit, Acquisition Agreement, and full performance or the Allocation Agreement. Notwithstanding anything to the contrary herein, this release does not release the obligations of all the terms of Parties set forth in this Agreement. 5.7 In entering into this Agreement and the waivers provided for in this Section 5, each of ATC and the ESI Parties assumes the risk of any misrepresentation, concealment or mistake. If either ATC or the ESI Parties should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect, ATC or the ESI Parties shall not be entitled to any relief in connection therewith, including any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding upon the parties hereto, regardless of any claims of misrepresentation, promise made without the intention of performing, concealment of fact, mistake of fact or law, or any other circumstances whatsoever. 5.8 Without limiting the generality of any provision of this Section 5, each of ATC and the ESI Parties agree and acknowledge that the License Agreement was terminated on May 23, 2003, and the Stock Options ceased to be exercisable on October 5, 2002, and no party thereto had any rights or obligations under such agreements, following such respective dates. 5.9 Except as required in a subpoena issued to an ESI Party by a court of competent jurisdiction or an order or judgment binding on an ESI Party, each of the ESI Parties agrees not to participate in or assist in any manner any person or entity in any claim or cause of action such person or entity might threaten or bring against ATC which in any way derives from any rights the ESI Parties formerly enjoyed under the License Agreement, including without limitation any claims or causes of action by licensees, sublicensees, assignees, finders or brokers of the ESI Parties, or other persons with contracting relationships with the ESI Parties.

Mutual General Releases. For good a. As a material inducement to Defendant to enter into this Agreement and valuable in consideration of the Settlement Payment and other consideration, the receipt and sufficed value of which are hereby acknowledged by the partiesagreed to and acknowledged, the parties promisePlaintiff, agreeon behalf of himself, his heirs, successors, representatives, assigns, any putative class or collective members whose interests Plaintiff seeks to represent, attorneys, agents, executors, and release administrators (“Releasors”), hereby irrevocably and discharge as follows: 5.1 Except for rights or claims created by this Agreement and the Registration Rights Agreementunconditionally releases, the ESI Parties hereby release, remiseacquits, and forever discharge ATCdischarges Defendant and its present, including past, present and future parentsowners, affiliates, related business entities, parent companies, subsidiaries, affiliates, predecessors, successors, assigns, divisions, directors, officers, agentstrustees, servantsmembers, employees, administratorsstockholders, representatives, insurers, business managers, accountants, attorneys, agents, executors, and attorneys administrators, in their individual and representative capacities, and all persons acting by, through, and under, or in concert with any of these (the hereinafter collectively referred to as “ATC Released PartiesReleasees”), from any and all claimscharges, complaints, claims (individually and on behalf of a class), liabilities, obligations, suits, demands, rights, liens, costs, losses, debts, expenses, agreements, contracts, covenants, actions, suits, causes of action, obligationsjudgments, and orders of whatever kind or nature in law, equity, or otherwise, including but not limited to, all claims for penalties, general damages, punitive damages, compensatory damages, special damages, equitable relief, attorneys’ fees, and liabilities existing prior to the Effective Datecosts actually incurred, whether of any nature whatsoever known or unknown, asserted insuspected or unsuspected, concealed or hidden, that Releasors had, now have, or in the future may or could have against Releasees, arising out of, connected with of or incidental relating to any matter of Plaintiff’s employment up to the License Effective Date of this Agreement, the Stock Optionsincluding, the Lawsuitsany claim, whether brought on an individual basis or as part of a class, collective, or representative action, under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.; the Older Worker Benefits Protection Act of 1990; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, Pub. L. No. 102-166, 105 Stat. 1071 (1991); 42 U.S.C. § 1981; 42 U.S.C. § 1983; the National Labor Relations Act, 29 U.S.C. § 151 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); the Worker Adjustment and Retraining Notification (WARN) Act; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 791 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Genetic Information Nondiscrimination Act (▇▇▇▇); the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the New York State Worker Adjustment and Retraining Notification Act; the New York State Human Rights Law, N.Y. Executive Law § 290 et seq.; the New York City Human Rights Law, New York City Charter and Administrative Code; Title VIII, § 8-107 et seq.; the New York State Civil Rights Law, N.Y. Civil Rights Law § 79-e et seq.; the New York State Labor Law, § 1 et seq.; Section 125 of the New York State Workers’ Compensation Law; Article 23-A of the New York Correction Law; the New York City Earned Safe and Sick Time Act (“ESSTA”); any other matter whatsoever federal, state, and local equal employment, fair employment, or civil or human rights law (whether statutory, regulatory, or decisional); the statutory, regulatory, or common law of any jurisdiction, including, without limitation on the generality of the foregoingbut not limited to, any and all claimstort claims (e.g., demandsassault; battery; false imprisonment; defamation; intentional infliction of emotional distress; negligent infliction of emotional distress; wrongful termination; negligent hiring, causes supervision and/or retention; conversion; interference with contract; abusive discharge; and/or loss of actionconsortium, obligationscompanionship, damages services or society), any and liabilities which all contract claims (e.g., breach of contract, fraud, and/or breach of covenant of good faith and fair dealing) and under any and all applicable federal, state and local laws, administrative rules or regulations, including any and all claims already asserted and unasserted and related to Plaintiff’s employment with Defendant (or his relationship with any other Releasee) and the ESI Parties could have asserted against ATC or any ATC Released Party relating to the subject matter of the Lawsuitscessation thereof. 5.2 Except as b. As a material inducement to its rights under the Confidentiality Agreement dated March 18, 2005, and except for such rights or claims as may be created by Plaintiff to enter into this Agreement and the Registration Rights Agreement, ATC hereby releasesDefendant and its executors, remisesadministrators, and forever discharges the ESI Partiespresent, including the ESI Parties’ past and present parentsfuture owners, affiliates, related business entities, parent companies, subsidiaries, affiliates, predecessors, successors, assigns, agents, divisions, directors, officers, agentstrustees, servantsmembers, employees, administratorsstockholders, representatives, insurers, accountantsattorneys, and attorneys all persons acting by, through, under or in concert with any of these, on behalf of themselves, in their individual or representative capacities (the hereinafter collectively referred to as “ESI Released PartiesDefendant Releasors”)) hereby irrevocably and unconditionally release, acquit, and forever discharge Plaintiff, his heirs, successors, representatives, agents, executors and administrators, present, past and future owners, affiliates, related business entities, parent companies, subsidiaries, predecessors, successors, assigns, agents, divisions, directors, officers, trustees, members, employees, stockholders, representatives, insurers, attorneys, in their individual and representative capacities, and all persons acting by, through, under, or in concert with any of these on behalf of himself (hereinafter collectively referred to as “Plaintiff Releasees”) from any and all charges, complaints, claims, liabilities, obligations, suits, demands, causes of actioncosts, obligationslosses, debts, and expenses, including, but not limited to, all claims for penalties, general damages, punitive damages, compensatory damages, special damages, equitable relief, attorneys’ fees and liabilities existing prior to the effective date hereofcosts actually incurred, whether of any nature whatsoever known or unknown, asserted insuspected or unsuspected, which against the Plaintiff Releasees the Defendant Releasors had, now have, or in the future might or could have, arising out of, connected with of or incidental relating to any matter up to the License Effective Date of this Agreement, the Stock Optionswhether under any theory, the Lawsuits, or any other matter whatsoever including, without limitation on the generality of the foregoingbut not limited to, any and all claimsclaims in connection with Plaintiff’s alleged employment with Defendant and the cessation thereof, counterclaimsincluding, demandsbut not limited, all claims or causes of actionaction that Defendant Releasors might have with respect to breach of contract, obligations, damages and liabilities which ATC could have asserted against implied or express; impairment of economic opportunity; intentional or negligent infliction of emotional distress; false arrest; assault; battery; false imprisonment; invasion of privacy; prima facie tort; defamation; libel; slander; negligent termination; malicious prosecution; 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 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO 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. 5.4 The provisions, waivers and releases set forth in this Section 5 are binding upon each of ATC and the ESI Parties and their respective agents, employees, attorneys, representatives, officers, directors, general partners, limited partners, joint venturers, affiliates, assigns, heirs, successors in interest and shareholders. 5.5 The provisions, waivers and releases of this Section 5 shall inure to the benefit of each of ATC’s and the ESI Parties’ agents, attorneys, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 5.6 The provisions of this Section 5 shall survive the termination of this Agreement, and full performance of all the terms of this Agreement. 5.7 In entering into this Agreement and the waivers provided for in this Section 5, each of ATC and the ESI Parties assumes the risk of any misrepresentation, concealment or mistake. If either ATC or the ESI Parties should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect, ATC or the ESI Parties shall not be entitled to any relief in connection therewith, including any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding upon the parties hereto, regardless of any claims of misrepresentation, promise made without the intention of performing, concealment of fact, mistake of fact or law, Action; or any other circumstances whatsoever. 5.8 Without limiting the generality of any provision of this Section 5tort, each of ATC and the ESI Parties agree and acknowledge that the License Agreement was terminated on May 23, 2003, and the Stock Options ceased to be exercisable on October 5, 2002, and no party thereto had any rights whether intentional or obligations under such agreements, following such respective dates. 5.9 Except as required in a subpoena issued to an ESI Party by a court of competent jurisdiction negligent; or an order or judgment binding on an ESI Party, each of the ESI Parties agrees not to participate in or assist in any manner any person or entity in any claim or cause of action such person known or entity might threaten or bring against ATC which in any way derives from any rights the ESI Parties formerly enjoyed unknown. c. Plaintiff shall also discontinue and withdraw, with prejudice, his collective action claims under the License FLSA and his Rule 23 of the Federal Rules of Civil Procedure (“FRCP”) class action claims under the NYLL. d. Notwithstanding anything else set forth herein, nothing herein shall be deemed a waiver of: (i) claims for breach of this Agreement; (ii) claims that may arise based upon events occurring after the Effective Date; or (iii) claims that cannot be waived as a matter of law. e. Plaintiff acknowledges that he might discover facts or law different from or in addition to the facts or law he knows or believes to exist with respect to a released claim. He agrees, including nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or law. f. Plaintiff acknowledges that he was paid and has received all compensation, wages, tips, gratuities, bonuses, commissions, and benefits to which he was entitled and that no leave, compensation, wages, tips, gratuities, bonuses, commissions, or benefits are due to him from Defendant. Further, Plaintiff acknowledges and agrees that he has not suffered any workplace injury that has not already been reported to and/or addressed by Defendant. g. If any legal proceeding, whether individual, collective, or class action, is instituted in court or a federal, state, or local administrative agency, including, but not limited to, any proceeding conducted by either the federal or state Departments of Labor (collectively referred to herein as “Proceeding”), Plaintiff waives all relief available to him (including, without limitation limitation, monetary damages, equitable relief, and reinstatement) under any of the claims or and/or causes of action waived in Section 2 of this Agreement. Therefore, Plaintiff agrees that he will not accept any award or settlement from any source or Proceeding (including but not limited to any Proceeding brought by licenseesany other person or by any government agency) with respect to any claim or right waived in this Agreement. If any such Proceeding is currently in process, sublicenseesPlaintiff agrees that he will, assigneesto the extent of his ability, finders seek to have it closed with prejudice. h. Plaintiff further agrees, to the extent permitted by law, that neither he nor any person acting by, through, under, or brokers in concert with him, will initiate, encourage, assist, or participate in any Proceeding, including but not limited to providing any information to a person bringing a Proceeding against Defendant or Releasees or to any third-party on behalf of that entity or person, unless lawfully subpoenaed or otherwise ordered to do so by a court or administrative agency in connection with any investigation it is conducting or as otherwise required by applicable law, concerning any of the ESI Partiesclaims and/or causes of action waived in Section 2 of this Agreement. Should Plaintiff and/or any person acting by, through, under, or other persons in concert with contracting relationships him be subpoenaed or subjected to court order to attend to testify, Plaintiff shall notify Defendant within seventy-two (72) hours of Plaintiff’s receipt of said subpoena or court order (unless compliance with the ESI Parties.subpoena or court order is demanded in less than seventy-two (72) hours, in which case notice shall occur within twenty-four