MUTUAL RELEASE AND DISCHARGE. 1.1 The parties hereby completely release and forever discharge each other from any and all past, present or future claims, demands, obligations, actions, causes of action, rights to damages, costs, losses of services, expenses and compensation of any nature whatsoever, whether based on a tort, contract or other theory of recovery, which either party now has, or which may hereafter accrue or otherwise be acquired on account of, or may in any way arise out of the Employment Agreement or Executive's service as an officer and/or director of the Company; provided, however, that the Company does not intend to, nor shall it be deemed hereby to have, released or discharged any claim that it may have against Executive or any other person or any entity, arising from or under (i) any act or failure to act by Executive after the termination of Executive's employment by the Company; or (ii) any act which is violative of Article 11 or Article 12 of the Employment Agreement; provided, further, that Executive does not intend, nor shall he be deemed hereby to have, released or discharged any claim that he may have against the Company relating to any failure of the Company to pay any amount due and owing (or which may hereafter become due and owing) to Executive under the Employment Agreement (including, without limitation, the Termination Payment Amount).
MUTUAL RELEASE AND DISCHARGE. 1.1. In consideration of the payments, covenants, consideration, and Terms and Conditions set forth herein this Agreement, the sufficiency of which is hereby acknowledged, Releasors and each of them, for themselves and their successors and assigns, and any and all others claiming through them or on their behalf, hereby completely release, acquit and forever discharge Releasees and each of them of and from any and all claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of services, expenses and compensation of any nature whatsoever, whether based in tort, contract, or other theories of recovery, and whether for compensatory or punitive damages or for declaratory or injunctive relief, whether known or unknown, past or present or suspected or unsuspected, which were raised or might have been raised in connection with the Litigation or in any way relate to or arise out of the facts or circumstances alleged within the pleadings of the litigation, or which relate to or arise out of the Asset Purchase Agreement and related documents, or which arise out of or relate to the corporate operations and governance of MedCom and Card. This Agreement shall be fully binding and a complete settlement between Releasors and Releasees of all claims by Releasors, except as set forth herein in paragraphs 2.4 and 2.6.
MUTUAL RELEASE AND DISCHARGE. 6.1 Save and except for any obligations arising out of the present Agreement, the COMPANY, hereto intervening, inter alia, for such purpose and the PURCHASER hereby forgive, release and discharge the VENDORS completely and unconditionally from all claims, demands, obligations, causes of action and/or other liabilities of whatever nature relating to the VENDORS' participation and association in the COMPANY and this whether for the past, present or future and the VENDORS forgive, release and discharge the COMPANY and/or the PURCHASER completely and unconditionally from and against all claims, obligations, causes of action and/or other liabilities whatsoever which in Law they had, have or may pretend to have against any one or more of the COMPANY and the PURCHASER.
MUTUAL RELEASE AND DISCHARGE. In consideration of the terms and conditions of this Agreement, including the both parties' obligations under this Agreement, each of the parties agree that such party or any person acting by, through or under such party, releases and forever discharges the other party, its respective predecessors, successors, partners, affiliated and related The foregoing Released Matters includes, not by way of limitation, all claims which could have been raised under common law, including retaliatory discharge and breach of contract, or statute, including, without limitation, the Age Discrimination in Employment Act of 1967, 42 U.S.C. Sections 621-634, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000e et. seq. and the Employee Retirement Income Security Act of 1974, 29 U.S.C. Sections 1001 et. seq. or any other federal or state law; except that this Release is not intended to cover any claim arising from computational or clerical errors in the calculation of the compensatory benefits provided to Employee, or benefit to which Employee may be entitled from any plan or other benefits to which Employee may be entitled under Section 3 of this Agreement. However this Release, in no fashion whatsoever, is intended to release the Company from its obligations to Hald under Article IX-Indemnification of Directors an Officers, Second Amendment to the ByLaws of FutureOne, Inc, a Nevada corporation. The Company will not amend the Articles of Incorporation in a manner that would adversely affect Hald's indemnification rights thereunder. Each party covenants and agree to forever refrain from instituting, pursuing, or in any way whatsoever aiding any claim, demand, action or cause of action or other matter released and discharged herein by the other party arising out of or in any way related to the Released Matters and the rights to recovery for any damages or compensation awarded as a result of any lawsuit brought by any third party or governmental agency on the other party's behalf. Each party further agree to indemnify all Released Parties from any and all loss, liability, damages, claims, suits, judgments, attorneys' fees and other costs and expenses of whatsoever kind or individually, they may sustain or incur as a result of or in connection with the Released Matters released and discharged by under this Agreement. Each party warrants that such party has not filed any lawsuits, charges, complaints, p...
MUTUAL RELEASE AND DISCHARGE. The Parties and Old Amex hereby acknowledge and agree that on and as of the Effective Date:
MUTUAL RELEASE AND DISCHARGE. As a material inducement to each of the parties to enter into this Settlement Agreement, and except as otherwise expressly and specifically set forth in this Agreement, IIS on the one hand, and the CTG Parties on the other hand, respectively, do each hereby, for itself and its successors and assigns, forever release each other and each of their respective successors, assigns, officers, directors, partners, members, shareholders, employees, agents, parent, subsidiary or sister corporations, affiliates, representatives, attorneys, accountants, related entities, predecessors, heirs, and all persons acting by, through, under or in concert with, or otherwise claiming any right or benefit through, them, or of them (collectively, the "Releases"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contract, express or implied (including but not limited to any contract of fiduciary, attorney-client, special or other confidential relationship); any covenant of good faith and fair dealing (express or implied); and any tort, including breach of fiduciary or other duty, defamation, libel, slander, invasion of privacy, negligence, intentional or negligent infliction of emotional distress, malicious prosecution, abuse of process, and intentional interference with current or prospective contract, relationship or economic advantage, which any party hereto now has, owns or holds, or claims to have, own or hold, or which any party hereto at any time prior to this Agreement had, owned or held, or claimed to have had, owned or held, or which any party hereto at any time hereafter may have, own or hold, or claim to have, own or hold against each other or any of the Releases, arising prior to the date hereof, including, without limitation, related to the MTA, the Employment Agreement, the transactions contemplated therein, the CTG Parties' status as a stockholder of IIS, or the relationship or dealings between them (collectively, the "Claims"), except as set forth below. With respect to C. Cunningham, this release includes any Claims relating in any mannxx xxxxxxxxxx to his employment by and/or resignation of his employment with...
MUTUAL RELEASE AND DISCHARGE. Subject as provided in this Agreement, each of the Parties to the Sale and Purchase Agreement hereby releases and discharges the other from the further observance and performance of the Sale and Purchase Agreement.
MUTUAL RELEASE AND DISCHARGE. 4.1 Save in relation to obligations arising under this Deed, the Parties agree that this Deed is in full and final settlement of, and that the Parties and each of their Related Parties are irrevocably wholly and unconditionally released, waived and discharged from, the Released Claims.
MUTUAL RELEASE AND DISCHARGE. In consideration of the payments called for herein, HELIX and AMG hereby completely release and forever discharge MFHC, the XXXXXX, and INNERSCOPE and their affiliates and their respective owners, members, officers, directors, employees, insurers, assigns and successors-in-interest, of and from all past, present, or future claims, actions, causes of actions, rights, damages, costs, losses of services, and all other expenses and compensation of any nature whatsoever, whether based in tort, contract, statute, or other theory of recovery and whether for compensatory or punitive damages, which HELIX now has, or which may hereafter accrue or otherwise be acquired on account of any and all alleged injuries or damages to HELIX which resulted from the alleged acts or omissions of MFHC, the XXXXXX, AND INNERSCOPE including as a result of the incidents which were or could have been pursued in the Lawsuit, including all claims arising out of or related in any manner arising out of it. This Release on the part of HELIX shall be a fully binding and complete settlement and mutual release of all claims between HELIX and its affiliates, officers, owners and directors and the released parties. In consideration of the payments called for herein, MFHC, the XXXXXX, and INNERSCOPE do hereby completely release and forever discharge HELIX and AMG and their affiliates, including their members, directors, officers, employees, successors and assigns, and insurers, of and from all past, present, or future claims, counter-claims, causes of actions, rights, damages, costs, losses of services, and all other expenses and compensation of any nature whatsoever, whether based in tort, contract, statute, or other theory of recovery and whether for compensatory or punitive damages, which MFHC, the XXXXXX, and INNERSCOPE now has, or which may hereafter accrue or otherwise be acquired on account of any and all alleged injuries or damages to MFHC, the XXXXXX, and INNERSCOPE as a result of the incidents which were or could have been pursued in the Lawsuit, including all claims arising out of or related in any manner arising out of it. This Release on the part of MFHC, the XXXXXX, and INNERSCOPE is a fully binding and complete settlement and mutual release of all claims between MFHC, the XXXXXX, and INNERSCOPE and its affiliates, officers, owners and directors and HELIX.
MUTUAL RELEASE AND DISCHARGE. (a) Effective as of and contingent upon the Closing, to the fullest extent permitted by applicable Law, each of the Selling Shareholders and Founders, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries (collectively, the “Shareholder Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company, as applicable, assigns and beneficiaries (collectively, the “Shareholder Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever (“Released Claims”), which such Shareholder Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Shareholder Released Persons with respect to any Group Company, in each case arising out of, relating to or in connection with such Selling Shareholder’s investment in securities in any Group Company, the Existing Articles and/or the Existing Shareholders Agreements (the “Shareholder Release”). The Shareholder Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims.
