Common use of Mutual Release of Claims Clause in Contracts

Mutual Release of Claims. (a) In exchange for the payments and benefits identified in the Transition Agreement, which Executive acknowledges are in addition to anything of value to which he is already entitled, Executive, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby releases, settles and forever discharges the Company, its parent, subsidiaries and affiliates, together with their past and present directors, officers, executives, agents, insurers, attorneys, and benefit plans, as well as any of their predecessors, successors, estates, heirs and assigns (collectively, the “Company Parties”), to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Executive ever had, now has, or may hereafter have against the Company Parties: (i) from the beginning of time to the date upon which Executive signs this Release Agreement, including, but not limited to, arising from Executive’s status in any capacity, including as an officer, director, Executive, investor, shareholder or creditor of any of the Company Parties; (ii) arising out of, or relating to, Executive’s employment with any of the Company Parties; (iii) arising out of, or relating to, Executive’s termination of employment from any of the Company Parties and (iv) arising out of, or relating to, Executive’s service on, and resignation from, any board of any of the Company Parties. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Executive’s employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Older Workers’ Benefit Protection Act, Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Ohio Civil Rights Act, the North Carolina Equal Employment Practices Act, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 U.S.C. §1981, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Executive as to (i) any claim that arises after the date on which Executive executes this Release Agreement, (ii) any claim for vested benefits which may be due Executive under any equity compensation awards and welfare benefit plans in which Executive was a participant; (iii) any claim relating to Executive’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Executive has incurred or may incur as a director, officer or Executive of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any benefit plan and including any such claim relating to the so-called “Colombia litigation”), (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws, (v) any rights under the Transition Agreement, and (vi) any rights that cannot be waived under applicable law. Executive also expressly and specifically waives any and all rights or claims to any change in control or other severance benefits, except as specifically provided in the Transition Agreement.

Mutual Release of Claims. (a) a. In exchange consideration for the payments services to be performed hereunder and benefits identified in the Transition Agreementmutual promises made herein, the sufficiency and receipt of which Executive acknowledges are in addition hereby acknowledged, and subject to anything of value to which he is already entitledSection 3(c) below, Executivethe Company and the Shareholder and their representatives, on behalf of himselfincluding, his heirswithout limitation, executorstheir agents, administratorsemployees, successors and assignsservants, hereby releases, settles and forever discharges the Company, its parent, subsidiaries and affiliates, together with their past and present directors, officers, executives, agents, insurers, attorneys, and benefit planswhether now employed or previously employed, as well as their subsidiaries, affiliates, successors, heirs, administrators and assigns and any of their predecessorsrespective agents, employees, servants, directors and officers, hereby release and discharge the Transitioning Parties and their representatives, including, without limitation, their agents, employees, servants, directors, officers, attorneys, whether now employed or previously employed, as well as their subsidiaries, affiliates, successors, estatesheirs, heirs administrators and assigns (collectivelyand any of their respective agents, the “Company Parties”)employees, to the fullest extent permitted by applicable lawservants, directors and officers from any and all claims, actions, causes of action, rightssuits, demandsdebts(including all open invoices), debtsdues, lienssums of money, liabilities or damages of whatever natureaccounts, whether known or unknownreckoning, suspected or unsuspectedbonds bills, which Executive ever hadspecialties, now hascovenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands at law, in admiralty, or may hereafter have equity(all of the foregoing being hereinafter sometimes collectively referred to as “the Claims”) against the Company Transitioning Parties: (i) from , of which the beginning of time to Company’s continuing directors or the date upon which Executive signs this Release AgreementShareholder are presently aware, including, including but not limited to, arising from Executive’s status in to any capacity, including as an officer, director, Executive, investor, shareholder or creditor of any claims relating to the legal standing of the agreement between the Company Partiesand Investor Communications Company, LLC, Tripoint Capital Advisors, LLC or Law Offices of Xxxxx X. Xxxxxxx, PC; (ii) arising out of, claims regarding any expenses submitted by Transitioning Parties during their employment by or relating to, Executive’s employment with any service on behalf of the Company PartiesCompany; (iii) arising out of, Claims regarding any actual or relating to, Executive’s termination of employment from any of the Company Parties and (iv) arising out of, or relating to, Executive’s service on, and resignation from, any board of any of the Company Parties. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Executive’s employment with perceived conflicts between the Company and the termination Transitioning Parties or between one or more of the Transitioning Parties; Claims regarding the status of Xxxxxxx XxxXxxxxx or Xxxx Xxxxxxxxx as directors of the Company; Claims arising from the performance of their duties in the ordinary course, on behalf of the Company, excluding any matters set forth in Section 3 (c) below, any Claims which the Company or the Shareholder hereafter become aware of ;provided, however, that employment the Company, its current directors and the Shareholder shall be deemed to be aware of any information which has been included in any public filings or releases made by the Company (or in any public filings made by the Transitioning Parties pursuant to any federal, state Sections 13 or local laws regulating employment such as 16 of the Civil Rights Securities Exchange Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Older Workers’ Benefit Protection Act, Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Ohio Civil Rights Act, the North Carolina Equal Employment Practices Act, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 U.S.C. §1981, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 19381934, as well as all other federal, state and local laws, except that this release shall not affect any rights of Executive as to (i) any claim that arises after the date on which Executive executes this Release Agreement, (ii) any claim for vested benefits which may be due Executive under any equity compensation awards and welfare benefit plans in which Executive was a participant; (iii) any claim relating to Executive’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiaryamended) or any applicable insurance policy, with respect information which has been previously provided to any liability Executive has incurred the continuing directors or may incur as a director, officer or Executive of the Company or any subsidiary or affiliate Shareholder in correspondence (including as a trustee, director or officer of any benefit plan and including any such claim relating to the so-called “Colombia litigation”email), (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws, (v) any rights under the Transition Agreement, and (vi) any rights that cannot be waived under applicable law. Executive also expressly and specifically waives any and all rights or claims to any change in control or other severance benefits, except as specifically provided in the Transition Agreement.

Mutual Release of Claims. (a) In exchange for Each Party acknowledges that this Settlement Agreement fully and finally resolves all claims, contentions, and allegations it has or may have, from the payments and benefits identified beginning of time to the SA Effective Date, arising out of or in any way relating to the Transition EU License Agreement, the ASCA License Agreement, the Supply Agreements, and the Litigation. In consideration of this Settlement Agreement and other valuable consideration, the receipt and adequacy of which Executive acknowledges are in addition to anything of value to which he is already entitledhereby acknowledged, Executiveand effective upon the SA Effective Date, each Party, on behalf of himselfitself and each of its respective assigns, his affiliates, predecessors, successors, agents, employees, attorneys, and anyone who claims or may claim by and/or through any of the foregoing and/or in their stead (collectively, the “Releasors”), does hereby release and forever discharge the other Party and each of its current and former parents, subsidiaries, related entities, affiliates, predecessors, successors, heirs, executors, administrators, successors and assigns, hereby releases, settles and forever discharges the Company, its parent, subsidiaries and affiliates, together with their past and present directorsowners, officers, executivesprincipals, agentsemployees, shareholders, directors, managers, partners, investors, attorneys, insurers, attorneysaccountants, legal representatives, and benefit plans, as well as any of their predecessors, successors, estates, heirs and assigns agents (collectively, the “Company Released Parties”), to the fullest extent permitted by applicable law, of and from any and all claimsmanner of action or actions, causes of actionaction in law or in equity, rights, demandssuits, debts, liens, liabilities contracts, agreements, promises, liabilities, claims, demands, damages, attorneys’ fees, losses, costs or damages expenses, of whatever natureany nature whatsoever, known or unknown, foreseen or unforeseen, disclosed or undisclosed, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, potential or actual, from the beginning of time to the SA Effective Date, arising out of or relating in any way to the EU License Agreement, the Regulatory Milestone Payment, the ASCA License Agreement, the Supply Agreements, and the Litigation , including without limitation any market response or investor reaction to public disclosures related to the Litigation, the Regulatory Milestone Payment, the Parties’ respective positions as to whether Esperion satisfied the requirements of the Regulatory Milestone Payment, and any of the Parties’ conduct alleged or discussed therein (collectively, the Released Claims”); provided, however, that the Released Claims shall not include, and the Releasors shall not hereby be deemed to have released the Released Parties in respect of, any claims or rights that are based upon an alleged breach or non-performance of this Settlement Agreement or that seek to effectuate the terms of this Settlement Agreement. Without limiting the generality of the foregoing, the Parties also agree that the Cash Payments identified in Section 3 of this Settlement Agreement are in full satisfaction of any claim by Esperion to any Regulatory Milestone Payment under the EU License Agreement and shall forever extinguish any such claim, irrespective of the EMA’s decision on the proposed label in the CVOT Application(s). Through this Settlement Agreement, Esperion is forgoing, waiving and/or releasing any and all claims to the Regulatory Milestone Payment in the EU License Agreement. Upon execution of this Settlement Agreement, Section 9.2 of the EU License Agreement is hereby deleted in its entirety. For the purpose of implementing a full and complete release and discharge of all Released Claims, the Releasors expressly acknowledge that this Settlement Agreement and its releases are intended to include in their effect all of the claims against the Released Parties, whether or not the Releasors know or suspect such to exist at the time of execution of this Settlement Agreement, and that this Settlement Agreement contemplates the extinguishment of all such claims. Without limiting the generality of the foregoing, the Releasors acknowledge, understand, and agree that they have waived and relinquished all rights under California Civil Code Section 1542 (and any similar provision of law of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. In connection with such waiver and relinquishment, the Releasors expressly acknowledge that they are aware that they may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of this Settlement Agreement, but it is their intention to fully, finally, and forever settle and release all released matters, claims, disputes, and differences comprising the Released Claims, known or unknown, suspected or unsuspected, which Executive ever hadnow exist or heretofore existed and that, now hasin furtherance of such intention, this Settlement Agreement shall be and remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different matters, disputes, complaints, claims, disagreements, or may hereafter have against the Company Parties: (i) from the beginning of time to the date upon which Executive signs this Release Agreement, including, but not limited to, arising from Executive’s status in any capacity, including as an officer, director, Executive, investor, shareholder or creditor of any of the Company Parties; (ii) arising out of, or relating to, Executive’s employment with any of the Company Parties; (iii) arising out of, or relating to, Executive’s termination of employment from any of the Company Parties and (iv) arising out of, or relating to, Executive’s service on, and resignation from, any board of any of the Company Parties. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Executive’s employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Older Workers’ Benefit Protection Act, Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Ohio Civil Rights Act, the North Carolina Equal Employment Practices Act, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 U.S.C. §1981, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Executive as to (i) any claim that arises after the date on which Executive executes this Release Agreement, (ii) any claim for vested benefits which may be due Executive under any equity compensation awards and welfare benefit plans in which Executive was a participant; (iii) any claim relating to Executive’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Executive has incurred or may incur as a director, officer or Executive of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any benefit plan and including any such claim relating to the so-called “Colombia litigation”), (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws, (v) any rights under the Transition Agreement, and (vi) any rights that cannot be waived under applicable law. Executive also expressly and specifically waives any and all rights or claims to any change in control or other severance benefits, except as specifically provided in the Transition Agreementfacts.

Mutual Release of Claims. Each of (a) In exchange for the payments and benefits identified in the Transition Agreement, which Executive acknowledges are in addition to anything of value to which he is already entitled, ExecutiveACFS, on behalf of himselfthe Purchasers, his heirsitself and its Subsidiaries, executorsaffiliates, administratorsassociates, successors and stockholders, representatives, successors, assigns, employees, attorneys, advisors and agents and (b) ACS, on behalf of itself and its Subsidiaries, affiliates, associates, partners, representatives, successors, assigns, employees, attorneys, advisors and agents (such persons described in the foregoing clauses (a) and (b), including ACFS and ACS, being referred to hereinafter collectively as the “American Capital Releasing Parties”) hereby releases(i) remises, settles releases and forever discharges the CompanyMiddleby Companies and their respective predecessors, its parentsuccessors, subsidiaries assigns, stockholders, Subsidiaries and affiliates, together with their past the respective former, current and present future officers, directors, officersowners, executivesemployees, agentsassociates, insurersrepresentatives, stockholders, attorneys, advisors and benefit plans, as well as any agents of their predecessors, successors, estates, heirs and assigns each of the foregoing (collectively, the “Company Released Middleby Parties”), to the fullest extent permitted by applicable lawand each of them, of and from any and all claims, demands, debts, accounts, contracts, obligations, liabilities, actions and causes of action, rightswhether in law, demandsin contract, debts, liens, liabilities in equity or damages of whatever nature, whether known or unknown, suspected or unsuspectedotherwise, which Executive any of the American Capital Releasing Parties ever had, now has, or hereafter may hereafter have against the Company Parties: (i) from the beginning of time to the date upon which Executive signs this Release Agreement, including, but not limited to, arising from Executive’s status in any capacity, including as an officer, director, Executive, investor, shareholder or creditor of any of the Company Released Middleby Parties; (ii) arising out of, directly or relating toindirectly, Executive’s employment with any of the Company Parties; (iii) arising out of, or relating to, Executive’s termination of employment from any of the Company Parties and (iv) arising out of, or relating to, Executive’s service on, and resignation from, any board of any of the Company Parties. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Executive’s employment with relating to (x) the Company Purchase Agreement, any other Purchase Document or any transactions between or among any of the parties thereunder or (y) the Maytag Agreement and (ii) acknowledges that none of the American Capital Releasing Parties has any further rights or remedies under the Maytag Agreement; provided, however, that the foregoing release shall not apply to, or affect, any indemnification obligations of any Loan Party that expressly survives the termination of that employment the Purchase Agreement pursuant to any federalSection 13.7 thereof. Each Middleby Company, state or local laws regulating employment such as the Civil Rights Act on behalf of 1964itself and its Subsidiaries, affiliates, associates, stockholders, representatives, successors, assigns, employees, attorneys, advisors and agents (collectively, including, without limitation, each Middleby Company, the Civil Rights Act “Middleby Releasing Parties”) hereby remises, releases and discharges the Agent and each Purchaser, including ACS, and their respective predecessors, successors, assigns, stockholders, Subsidiaries and affiliates, together with the respective former, current and future officers, directors, owners, employees, associates, representatives, stockholders, partners, attorneys, advisors and agents of 1991each of the foregoing (collectively, the Americans With Disabilities Act “American Capital Released Parties”), and each of 1990them, the Older Workers’ Benefit Protection Actof and from any and all claims, Xxxxxxxx-Xxxxx Act demands, debts, accounts, contracts, obligations, liabilities, actions and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Actcauses of action, the Ohio Civil Rights Actwhether in law, the North Carolina Equal Employment Practices Actin contract, the Family and Medical Leave Act of 1993in equity or otherwise, the Civil Rights Act known as 42 U.S.C. §1981, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect which any rights of Executive as to (i) any claim that arises after the date on which Executive executes this Release Agreement, (ii) any claim for vested benefits which may be due Executive under any equity compensation awards and welfare benefit plans in which Executive was a participant; (iii) any claim relating to Executive’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Executive has incurred or may incur as a director, officer or Executive of the Company Middleby Releasing Parties ever had, now has, or hereafter may have against any subsidiary of the American Capital Released Parties, directly or affiliate (including as a trusteeindirectly, director or officer arising out of our in any benefit plan and including any such claim way relating to the so-called “Colombia litigation”), (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws, (v) any rights under the Transition Purchase Agreement, and (vi) any rights that cannot other Purchase Document or any transactions between or among any of the parties thereunder. Nothing in this Section 2.5 or in Section 2.4 shall be waived construed to constitute a release of a party from any of its obligations under applicable lawthis Agreement. Executive also expressly and specifically waives any and all rights or claims to any change in control or other severance benefits, except as specifically provided in the Transition Agreement.7 ARTICLE III

Mutual Release of Claims. (a) In exchange Effective as of the Closing, for good and valuable consideration, the payments and benefits identified in sufficiency of which is hereby acknowledged, provided that the Transition transactions contemplated by this Agreement, which Executive acknowledges including, without limitation, the payment by the Company of the Cash Consideration and the issuance of the Exchange Shares, are in addition valid and not challenged or subject to anything of value to which he is already entitledcancellation or recapture, Executivethe Company, on behalf of himselffor itself and its officers, his heirsdirectors, executorsparents, administratorssubsidiaries, affiliates, shareholders, employees, agents, managers, members, legal representatives, successors and assigns, hereby releasesrelease, settles acquit and forever discharges discharge the CompanyHolder and its respective officers, its parentdirectors, subsidiaries and parents, subsidiaries, affiliates, together with their past and present directorsshareholders, officers, executivesemployees, agents, insurersmanagers, attorneyspartners, members, legal representatives, successors and benefit plans, as well as any of their predecessors, successors, estates, heirs and assigns (collectively, the “Company Parties”), to the fullest extent permitted by applicable lawassigns, from any and all claims, causes of action, rightsliability, responsibility and demands, debtswhether in law or in equity, lienscontract or tort, liabilities statutory or damages common law, including claims of whatever natureindemnification or contribution, whether fixed or contingent, known or unknown, suspected asserted or unsuspectedunasserted, related to the Notes which Executive they ever had, now hashave or hereafter can, shall or may hereafter have against the Company Parties: (i) arising from any action or inaction from the beginning of time the world to the date upon which Executive signs of this Release Agreement, including, but not limited to, arising from Executive’s status in any capacity, including . Effective as an officer, director, Executive, investor, shareholder or creditor of any of the Company Parties; (ii) arising out ofClosing, for good and valuable consideration, the sufficiency of which is hereby acknowledged, provided that the transactions contemplated by this Agreement are valid and not challenged or relating tosubject to cancellation or recapture, Executive’s employment with any of the Company Parties; (iii) arising out ofHolder, or relating tofor itself and its officers, Executive’s termination of employment from any of the Company Parties directors, parents, subsidiaries, affiliates, shareholders, employees, agents, managers, members, legal representatives, successors and (iv) arising out ofassigns, or relating torelease, Executive’s service on, acquit and resignation from, any board of any of the Company Parties. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Executive’s employment with forever discharge the Company and the termination of that employment pursuant to any federalits respective officers, state or local laws regulating employment such as the Civil Rights Act of 1964directors, the Civil Rights Act of 1991parents, the Americans With Disabilities Act of 1990subsidiaries, the Older Workers’ Benefit Protection Actaffiliates, Xxxxxxxx-Xxxxx Act shareholders, employees, agents, managers, partners, members, legal representatives, successors and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Actassigns, the Ohio Civil Rights Act, the North Carolina Equal Employment Practices Act, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 U.S.C. §1981, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Executive as to (i) any claim that arises after the date on which Executive executes this Release Agreement, (ii) any claim for vested benefits which may be due Executive under any equity compensation awards and welfare benefit plans in which Executive was a participant; (iii) any claim relating to Executive’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Executive has incurred or may incur as a director, officer or Executive of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any benefit plan and including any such claim relating to the so-called “Colombia litigation”), (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws, (v) any rights under the Transition Agreement, and (vi) any rights that cannot be waived under applicable law. Executive also expressly and specifically waives from any and all rights claims, causes of action and liability, whether in law or in equity, contract or tort, statutory or common law, including claims of indemnification or contribution, fixed or contingent, known or unknown, asserted or unasserted, related to the Notes which they ever had, now have or hereafter can, shall or may have arising from any change in control action or inaction from the beginning of the world to the date of this Agreement Notwithstanding anything to the contrary contained herein, nothing herein shall release any person or entity from any existing obligations under any contract or other severance benefits, except as specifically provided instrument (other than those set forth in the Transition AgreementNotes).