Common use of Mutual Release Clause in Contracts

Mutual Release. a. So long as the Company fully complies with the terms of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Marquie Group, Inc.)

Mutual Release. a. So long as the Company fully complies with the terms Transferee and Ferdinand (on behalf of this Agreementhimself and his affiliates), the Investor hereby irrevocably and unconditionally releases the Company each of their respective past and its past, present and future officers, directors, agentsmembers, consultantsmanagers, partners, shareholders, employees, representativesservants, attorneys, investorsagents, and insurersother representatives, as applicableand the heirs, together with all executors, predecessors, successors and assigns of any of the foregoing (collectively, the “Company Released PartiesFerdinand Releasor”), fully, finally, unconditionally, irrevocably and forever remises, releases and discharges the Transferor, ▇▇▇▇▇▇ and their affiliates (it being understood and agreed that in no event shall the Company be deemed to be an affiliate of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitsTransferor and/or ▇▇▇▇▇▇ for this purpose), and proceedings each of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, their respective past and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agentsmembers, consultantsmanagers, partners, shareholders, employees, representativesservants, attorneys, investorsagents, and insurersother representatives, as applicableand the heirs, together with all executors, predecessors, successors and assigns of any of the foregoing (collectively, the “Investor Transferor Released Parties”), of from any and from all claims, demands, actionsliabilities, causes of action, rights of action, contractsactions, controversiesdemands, covenantssuits, obligations, agreementsproceedings, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, fees and proceedings expenses of whatsoever kind, every name and nature, or descriptionboth at law and in equity, direct or indirect, vested or contingent, whether known or unknown, suspected or unsuspected, in contract, tort, law, equity, foreseen or otherwise, under the laws of any jurisdictionunforeseen, that the Company or its predecessors, legal representatives, successors or assigns, ever had, Ferdinand Releasor now has, has ever had or hereafter can, shall, or ever may have, have against any Transferor Released Party relating to any and all matters whatsoever (including without limitation the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever Reconciliation) from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating time to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms date of this Agreement. Transferor and ▇▇▇▇▇▇ (on behalf of himself and his affiliates), and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the Investor agrees that it will not pursue“Transferor Releasor”), file or assert or permit to be pursuedfully, filed or asserted finally, unconditionally, irrevocably and forever remises, releases and discharges the Transferee, Ferdinand and their affiliates, and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any civil of the foregoing (collectively, the “Ferdinand Released Parties”), from any and all claims, liabilities, causes of action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil rights of action, suit actions, demands, suits, proceedings, damages, costs, fees and expenses of every name and nature, both at law and in equity, whether known or legal proceedingunknown, suspected or unsuspected, foreseen or unforeseen, that the Transferor Releasor now has, has ever had or ever may have against any Ferdinand Released Party relating to any and all matters whatsoever (including without limitation the Reconciliation) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior time to the Effective Date)date of this Agreement. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Stock Transfer and Release Agreement (Ferdinand Brian)

Mutual Release. a. So long (a) Effective as of the Company fully complies with Closing, Buyer, on behalf of itself and each of its Subsidiaries (including the terms Companies), and each of this Agreement, the Investor hereby irrevocably its and unconditionally releases the Company and its their past, present and or future officers, directors, employees, agents, consultantsgeneral or limited partners, employeesmanagers, representativesmanagement companies, attorneysmembers, investorsstockholders, and insurersequity holders, as applicablecontrolling persons, together with all successors and assigns representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Company Released Buyer Releasing Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and forever discharges Parent and its Affiliates, and each of their respective past, present and or future officers, directors, employees, agents, consultantsgeneral or limited partners, employeesmanagers, representativesmanagement companies, attorneysmembers, investorsstockholders, and insurersequity holders, as applicablecontrolling persons, together with all successors and assigns representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Investor Parent Released Parties”), ) of and from any and all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and proceedings of covenants (whether express or implied), and claims and demands whatsoever kind, nature, whether in law or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in equity (whether based upon contract, tort, law, equity, contribution or otherwise, under ) which Buyer Releasing Parties may have against each of the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Parent Released Parties, fornow or in the future, upon, or by reason in each case in respect of any matter, cause, cause or thing whatsoever from the beginning matter relating to any Company or any actions taken or failed to be taken by any of the world throughParent Released Parties in any capacity related to any Company occurring or arising on or prior to the Closing Date. Notwithstanding the foregoing, nothing herein shall limit Buyer’s rights under this Agreement or any of the Ancillary Agreements, including the right to specific performance pursuant to and including, the Effective Date in accordance with Section 9.12 or limit any claim with respect to fraud. (ib) Effective as of the Notes Closing, the Parent, on behalf of itself and each of its Subsidiaries (including but not excluding the Companies), and each of its and their past, present or future officers, directors, employees, agents, general or limited to partners, managers, management companies, members, stockholders, equity holders, controlling persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Parent Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Buyer and its Affiliates, and each of their respective past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders, controlling persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Buyer Released Parties”) of and from any and all transactions actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort, contribution or otherwise) which the Parent Releasing Parties may have against each of Buyer Released Parties, now or in the future, in each case in respect of any cause or matter relating to the Notes, all share issuances relating any Company occurring or arising on or prior to the NotesClosing Date. Notwithstanding the foregoing, and all conversions nothing herein shall limit Parent’s rights under this Agreement or any of the Notes) Ancillary Agreements, including the right to specific performance pursuant to and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intentin accordance with Section 9.12, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted limit any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company claim with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)fraud. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Purchase Agreement (Mativ Holdings, Inc.)

Mutual Release. a. So long (a) Each Claimant, for itself or himself, as the Company fully complies with the terms case may be, and on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company and its past, present and future officers, directors, or his agents, consultants, employees, representatives, attorneyssuccessors, investorsheirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and insurers, as applicable, together with all successors forever discharges any and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, manner of actions, causes of action, rights of actionin law or in equity, suits, judgments, debts, liens, contracts, controversiesagreements, covenantspromises, obligationsliabilities, agreementsdemands, damages, penalties, interest, fees, expenseslosses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, expenses or description, direct or indirect, vested or contingentdisputes, known or unknown, suspected fixed or unsuspectedcontingent, which he now has or may hereafter have, directly or indirectly, personally or in contractany capacity, tortagainst Verso and all and any of its present or former affiliates, lawparents, equitysubsidiaries, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, successors or assignsconsultants, ever hadattorneys and insurers, now haswhatsoever, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world throughtime to, and including, the Effective Date with respect date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and this Agreement; (ii) the Purchase Agreements O'Reilly Consulting Agreement; (including but not limited to all transaction documentation relating to the Purchase Agreementsiii) (all Section 9(a) of the aforementioned are collectively referred to as Old Consulting Agreement; or (iv) provided that the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastaggregate Award is greater than $125,000, present and future officersthose certain stock options (including, directorswithout limitation, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing stock option agreement relating thereto) described on Exhibit B hereto (collectively, the “Investor Released Parties”)"Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and from assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, demands, manner of actions, causes of action, rights of actionin law or in equity, suits, judgments, debts, liens, contracts, controversiesagreements, covenantspromises, obligationsliabilities, agreementsdemands, damages, penalties, interest, fees, expenseslosses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, expenses or description, direct or indirect, vested or contingentdisputes, known or unknown, suspected fixed or unsuspectedcontingent, which he now has or may hereafter have, directly or indirectly, in contractany capacity, tortagainst any of the Claimants and all and any of their respective present or former affiliates, lawparents, equitysubsidiaries, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, successors or assignsconsultants, ever hadattorneys and insurers, now haswhatsoever, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world throughtime to, and including, the Effective Date with respect date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and this Agreement; (ii) the Purchase Agreements Consulting Agreements; or (including but not limited to all transaction documentation relating to the Purchase Agreementsiii) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims provided that the Investor may not know about. This aggregate Award is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreementgreater than $125,000, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)Options. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Arbitration Award Agreement (Verso Technologies Inc)

Mutual Release. a. So long as the Company fully complies with the terms Each Party, on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its pastparents, present and future subsidiaries, Affiliates, agents, representatives, officers, directors, agents, consultantsshareholders, employees, attorneys, advisors, insurers, licensees, sublicensees, successors, assigns, and heirs ("ASSOCIATED PARTIES"), hereby irrevocably releases and forever discharges each other Party and its parents, subsidiaries, Affiliates, agents, representatives, officers, directors, shareholders, employees, attorneys, investorsadvisors, insurers, direct and indirect third-party manufacturers, suppliers, distributors, resellers, sales agents, customers, users, and insurers, as applicable, together with all successors licensees (such directly and assigns of any of the foregoing (collectivelyindirectly related persons, the “Company Released Parties”"COMMERCIAL PARTNERS"), successors, assigns, and heirs (including, without limitation, all persons named as defendants in the Pending Litigation) of and from any and all claims, counterclaims, demands, actions, causes of action, rights of actiondamages, contractsliabilities, controversieslosses, covenantspayments, obligations, agreementscosts and expenses (including, damageswithout limitation, penalties, interest, fees, expenses, attorneys' fees and costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings ) of whatsoever kind, any kind or nature, past, present or descriptionfuture, fixed or contingent, direct or indirect, vested in law or contingentequity, several or otherwise, known or unknown, suspected or unsuspected, that arise from or relate in contract, tort, law, equity, any way to any act or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, omission prior to the Effective Date with respect to the Patent Rights or the subject matter of the Pending Litigation, or that were or could have been brought in the Pending Litigation (i) the Notes (including but not limited "RELEASED CLAIMS"). The foregoing release is expressly intended to all transactions relating to the Notescover and include, without limitation, all share issuances relating to the Notesclaims, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingentfuture, known or unknown, suspected or unsuspected, in contractwhich can or may ever be asserted by successors, tortassigns, law, equityheirs, or otherwise, under as the laws result of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now hasmatters herein released, or hereafter canthe effects or consequences thereof. With respect to Licensee's Commercial Partners, shall, the foregoing release by Licensor and its Associated Parties shall apply only to Released Claims arising from or may have, against the Investor Released Partiesrelating in any way to products or services provided by, for, uponor to Licensee. With respect to Licensor's Commercial Partners, the foregoing release by Licensee and its Associated Parties shall apply only to Released Claims arising from or relating in any way to products or services provided by, for, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but Licensor. The foregoing release shall not limited apply to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes each Party's obligations required to be true are untrue and even though it might then regret having signed performed under this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Patent License Agreement (Syneron Medical Ltd.)

Mutual Release. a. So long as In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Settlement Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise“Claims”), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Settlement Agreement arising out of or relating to the NotesPromissory Note, all share issuances except for any Claims relating to the Notesrights and obligations preserved by, and all conversions created by or otherwise arising out of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastthis Settlement Agreement. For clarification, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of nothing in this mutual release waives or relinquishes any of the foregoing (collectively, the “Investor Released Parties”), of Parties rights and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, Claims that arise under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Settlement Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Brazil Minerals, Inc.)

Mutual Release. a. So long as In consideration of the Company fully complies with covenants, agreements, and undertakings of each party under this Agreement and the terms other agreements contemplated hereby, at the Closing, each party, on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its past, present and future former, direct and indirect, agents, representatives, successors and assigns (each, a “Releasing Party”) hereby releases, waives, and forever discharges the other parties and their present and former, direct and indirect, parents, subsidiaries, officers, directors, agentsmanagers, consultantsmembers, employees, agents, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (each, a “Released Party” and collectively, the “Company Released Parties”), of ) from and from with respect to any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty, or otherwiseequity (collectively, under the laws of “Claims”) that any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, such Releasing Party now has, or hereafter can, shall, ever had or may have, in the future have against the Company Released Parties for, upon, or by reason of any matter, causecause or thing that has happened, developed or occurred, and any Claims that have arisen, before the Closing, including, without limitation, any actual or alleged act, omission, transaction, practice, conduct, occurrence, or thing whatsoever from the beginning of the world throughother matter, and includingeach party shall not seek to recover any amounts in connection therewith or thereunder from any Released Party. For the avoidance of doubt, this release shall not release, waive, or forever discharge the Effective Date parties from and with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, any and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and Claims arising from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file Notes or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)Transaction. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Equity Purchase Agreement (22nd Century Group, Inc.)

Mutual Release. a. So long Each of the following subsections (a) through (d) is conditioned upon the occurrence of the Termination Date, and effective as of the Company fully complies with the terms Termination Date. (a) Authority, on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released PartiesAuthority Releasors”), hereby releases, waives and forever discharges Central and its respective present and former members, agents, representatives, permitted successors and permitted assigns (collectively, the “Central Releasees”) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwisethe “Authority Claims”), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Authority Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Central Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Termination Date with respect to (i) the Notes (including but not limited to all transactions arising out of or relating to the NotesCoordination Agreement, all share issuances except for any Authority Claims relating to the Notesrights and obligations preserved by, and all conversions created by or otherwise arising out of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”)this Agreement. b. The Company hereby irrevocably and unconditionally releases the Investor (b) Central, on behalf of itself and its past, respective present and future officersformer members, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released PartiesCentral Releasors” and, together with Authority Releasors, the “Releasors)) hereby releases, waives and forever discharges Authority and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members agents, representatives, permitted successors and permitted assigns (collectively, the “Authority Releasees” and, together with the Central Releasees, the “Releasees”) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwisethe “Central Claims” and, under together with Authority Claims, the laws “Claims”), which any of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, such Central Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Investor Released Parties, any of such Authority Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Termination Date with respect to (i) the Notes (including but not limited to all transactions arising out of or relating to the NotesCoordination Agreement, all share issuances except for any Central Claims relating to the Notesrights and obligations preserved by, and all conversions created by or otherwise arising out of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company (c) Each Party, on behalf of itself and each of its respective Releasors, understands that this releases claims it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all subject matter of the facts that it currently believes to be true are untrue release contained in this Section 2, and even though it might then regret having signed this Agreement. e. So long as which, if known at the Company fully complies with the terms time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into it and grant the Investor release contained in this Section 2. Nevertheless, except as otherwise expressly set forth herein, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits, and protections of any state or federal statute or common law principle limiting the scope of a general release. (d) The Parties acknowledge and agree that all liabilities and obligations of Authority under or arising out of the Coordination Agreement and that are not released under this Agreement will remain the sole liabilities and obligations of Authority after the Closing and neither NextEra nor Buyer Subsidiary are assuming any of such liabilities or obligations in any respect whatsoever. Accordingly, Central agrees that it will shall not pursue, file or assert or permit to be pursued, filed or asserted seek any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company recourse with respect to all such liabilities and obligations, no matter when or how arising, from NextEra, Buyer Subsidiary or any of the Investor Released Claims released herein arising from the beginning their respective affiliates. NextEra, as a successor in interest of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company Authority, agrees that it will shall not pursue, file or assert or seek and shall not permit Buyer Subsidiary to be pursued, filed or asserted seek any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor recourse with respect to all of the Company Claims released herein arising such liabilities and obligations, no matter when or how arising, from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including Central in any continuing effects of any acts or practices prior to the Effective Date)respect whatsoever.

Appears in 1 contract

Sources: Power Purchase Agreement

Mutual Release. a. So long as In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Termination Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise“Claims”), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Termination Agreement arising out of or relating to the NotesAgreement, all share issuances except for any Claims relating to the Notesrights and obligations preserved by, and all conversions created by or otherwise arising out of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Termination Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Board Representation Termination Agreement (Eig Neptune Equity Aggregator, L.P.)

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Modification Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges (collectively, “Releases”) the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise“Claims”), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Modification Agreement arising out of or relating to the NotesAgreement or otherwise from any cause or event, all share issuances except, for the avoidance of doubt, this release shall not apply to any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Modification Agreement or for the NotesSurviving Sections under the Agreement. For the avoidance of doubt, nothing herein shall be deemed to be a Release by any Releasor and “Claims” shall not include any Claims for indemnification or for insurance coverage pertaining to any acts or omissions as an officer, directors or other representative of the Company, whether at law, under the by-law or organizational documents of the Company or otherwise. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 6, and which, if known at the time of signing this Modification Agreement, may have affected this Modification Agreement and such Party’s decision to enter into it and grant the release contained in this Section 6. Nevertheless, the Releasors intend to fully, finally and forever settle and release all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastClaims that now exist, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurersmay exist or previously existed, as applicableset forth in the release contained in this Section 6, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tort, law, equity, notwithstanding the discovery or otherwise, under the laws existence of such additional or different facts. The Releasors hereby waive any jurisdiction, right or Claim that the Company might arise as a result of such different or its predecessors, legal representatives, successors additional Claims or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning facts. (c) In furtherance of the world throughforegoing, each Party acknowledges and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursueis such Party’s intention to forever bar every released Claim, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it such Party at this time or discovered later, as stated more fully above. Each Party understands and including acknowledges that there are laws that may invalidate releases of claims that are unknown to the releasing party. Each Party hereby expressly waives any continuing effects protection to which such Party may otherwise be entitled against the Releasees by virtue of any acts such law. In particular, and not by way of limitation, each Party represents and acknowledges that such Party is familiar with Section 1542 of the California Civil Code, which provides: “A general release does not extend to claims which the creditor does not know or practices prior suspect to exist in his or her favor at the Effective Date)time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. f. The Company agrees ” Each Party hereby waives and relinquish any rights or benefits, which such Party has or may have under Section 1542 of the California Civil Code or any similar applicable law of any state. In waiving the application of these laws, each Party acknowledges that it will not pursuesuch Party may hereafter discover facts or claims in addition to those now known to such Party, file or assert or permit but that such Party has taken that possibility into account in determining the consideration to be pursuedgiven and received under this Modification Agreement. This general release shall remain in effect, filed notwithstanding the discovery or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept existence of any such relief in any civil action, suit additional facts or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)claims.

Appears in 1 contract

Sources: Modification Agreement (TPCO Holding Corp.)

Mutual Release. a. So long as the Company fully complies with the terms (a) The Company, for and on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneyssuccessors and assigns, investorshereby fully and completely releases and forever discharges each Purchaser, and insurersboth of them, as applicablefrom and against, together with all successors and assigns of on account of, any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenantsliabilities, obligations, agreementsdebts, damages, penalties, interest, feescosts, expenses, costsattorney's fees and payments of any and every kind and nature whatsoever, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, whether express or description, direct or indirect, vested or contingentimplied, known or unknown, matured or contingent, suspected or unsuspectedunsuspected which the Company has, in contracthas had or may hereafter have against the Purchasers, tort, law, equity, or otherwise, under the laws of any jurisdictionof them, arising out of or relating to any matter or thing whatsoever, including without limitation the Debentures and the Transaction Documents, the transactions contemplated therein, the execution thereof or the conduct of the parties relating thereto, excepting only (AA) the Warrant held by such Purchaser (BB) to the extent provided in the Warrant, the applicable defined terms in Section 1.2 of the Securities Purchase Agreement, (CC) with respect to any modifications, changes or amendments to the Infineon Warrant, Section 7.12 of the Securities Purchase Agreement, (DD) the definition of "Market Price" in each applicable Debenture, and (EE) the Registration Rights Agreement, provided that the Investor definition of "Registrable Securities" contained therein shall not include Conversion Shares or any shares of capital stock issued in respect of Conversion Shares. (b) Each Purchaser, for and on behalf of itself and its predecessorsagents, legal representatives, successors or and assigns, ever had, now has, or hereafter can, shall, or may have, against hereby fully and completely releases and forever discharges the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world throughCompany, and includingany and all of them, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notesfrom and against, and all conversions of the Notes) on account of, any and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenantsliabilities, obligations, agreementsdebts, damages, penalties, interest, feescosts, expenses, costsattorney's fees and payments of any and every kind and nature whatsoever, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, whether express or description, direct or indirect, vested or contingentimplied, known or unknown, matured or contingent, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now unsuspected which such Purchaser has, or hereafter can, shall, has had or may have, hereafter have against the Investor Released PartiesCompany, for, upon, arising out of or by reason of relating to any matter, cause, matter or thing whatsoever from whatsoever, including without limitation the beginning Debentures and the Transaction Documents, the transactions contemplated therein, the execution thereof or the conduct of the world throughparties relating thereto, and includingexcepting only (AA) the Warrant held by such Purchaser (BB) to the extent provided in the Warrant, the Effective Date applicable defined terms in Section 1.2 of the Securities Purchase Agreement, (CC) with respect to any modifications, changes or amendments to the Infineon Warrant, Section 7.12 of the Securities Purchase Agreement, (iDD) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions definition of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)."Market

Appears in 1 contract

Sources: Agreement to Pay Off the Debentures (Ramtron International Corp)

Mutual Release. a. So long (a) Each Claimant, for itself or himself, as the Company fully complies with the terms case may be, and on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company and its past, present and future officers, directors, or his agents, consultants, employees, representatives, attorneyssuccessors, investorsheirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and insurers, as applicable, together with all successors forever discharges any and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, manner of actions, causes of action, rights of actionin law or in equity, suits, judgments, debts, liens, contracts, controversiesagreements, covenantspromises, obligationsliabilities, agreementsdemands, damages, penalties, interest, fees, expenseslosses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, expenses or description, direct or indirect, vested or contingentdisputes, known or unknown, suspected fixed or unsuspectedcontingent, which he now has or may hereafter have, directly or indirectly, personally or in contractany capacity, tortagainst Verso and all and any of its present or former affiliates, lawparents, equitysubsidiaries, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, successors or assignsconsultants, ever hadattorneys and insurers, now haswhatsoever, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world throughtime to, and including, the Effective Date with respect date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and this Agreement; (ii) the Purchase Agreements Lewis Consulting Agreement; (including but not limited to all transaction documentation relating to the Purchase Agreementsiii) (all Section 9(a) of the aforementioned are collectively referred to as Old Consulting ▇▇▇▇ement; or (iv) provided that the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastaggregate Award is greater than $125,000, present and future officersthose certain stock options (including, directorswithout limitation, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing stock option agreement relating thereto) described on Exhibit B hereto (collectively, the “Investor Released Parties”)"Options") granted by Verso to Lewis. (b) Verso, for itself and on behalf of its ag▇▇▇▇, representatives, successors and from assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, demands, manner of actions, causes of action, rights of actionin law or in equity, suits, judgments, debts, liens, contracts, controversiesagreements, covenantspromises, obligationsliabilities, agreementsdemands, damages, penalties, interest, fees, expenseslosses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, expenses or description, direct or indirect, vested or contingentdisputes, known or unknown, suspected fixed or unsuspectedcontingent, which he now has or may hereafter have, directly or indirectly, in contractany capacity, tortagainst any of the Claimants and all and any of their respective present or former affiliates, lawparents, equitysubsidiaries, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, successors or assignsconsultants, ever hadattorneys and insurers, now haswhatsoever, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world throughtime to, and including, the Effective Date with respect date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and this Agreement; (ii) the Purchase Agreements Consulting Agreements; or (including but not limited to all transaction documentation relating to the Purchase Agreementsiii) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims provided that the Investor may not know about. This aggregate Award is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreementgreater than $125,000, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)Options. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Arbitration Award Agreement (Verso Technologies Inc)

Mutual Release. a. So long as the Company fully complies with the terms of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes), (ii) the Warrants (including but not limited to all transactions relating to the Warrants, all share issuances relating to the Warrants, and all exercises of the Warrants), and (iiiii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes), (ii) the Warrants (including but not limited to all transactions relating to the Warrants, all share issuances relating to the Warrants, and all exercises of the Warrants), and (iiiii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Marquie Group, Inc.)

Mutual Release. a. So long as In consideration of and subject to the Company fully complies with the terms of promises made in this Settlement Agreement, the Investor hereby irrevocably Lonza, Regenicin and unconditionally releases the Company Amarantus, individually and its pasttogether on behalf of their respective direct and indirect parent and subsidiary companies, affiliates, predecessors (including Regenicin as a predecessor to Amarantus), successors, assigns, and each of their respective past and present and future officers, directors, agents, consultantsstockholders, employees, representativesagents, heirs, executors, administrators, insurers, attorneys, investorsand consultants, and all persons or entities taking by, through, or under them (each an "Affiliate" and collectively, "Affiliates"), hereby release, acquit, covenant not to ▇▇▇ and forever discharge each other and each other's Affiliates, and their or their Affiliates' respective directors, officers, employees, agents, attorneys, insurers, as applicablealiases, together with all successors affiliates and assigns of any of the foregoing (collectively, the “Company Released Parties”)consultants, of and from any and all claims, counterclaims, demands, actionsjudgments, causes of actionliabilities, rights of actiondamages, costs, including attorneys' fees, losses, accounts, bonds, bills, covenants, contracts, controversies, covenants, obligations, agreements, damagespromises, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitscomplaints, and proceedings causes of whatsoever kindaction of whatever kind or character, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected at law or unsuspected, in contract, tort, law, equity, or otherwisewhich Lonza, under the laws of any jurisdictionAmarantus and/or Regenicin have, that the Investor or its predecessors, legal representatives, successors or assignsmay have, ever had, now has, or hereafter can, shall, or may havein the future have against each other arising from or related to the Action, against the Company Released Parties forincluding all Claims and Counterclaims that were asserted or could have been asserted therein. This Mutual Release expressly includes, uponbut is not limited to any claims, whether known or by reason of any matterunknown, causeasserted or unasserted, or thing whatsoever from the beginning of the world throughrelating to, and including, the Effective Date with respect to (i) the Notes Know-How License, and/or (including but not limited ii) Regenicin's claim of right, title, interest in and/or ownership of Cutanogen and/or the Product, (iii) the Know-How License and Stock Purchase Agreement, dated June 30, 2009, between LWI and Vectoris Pharma LLC (the "Vectoris Agreement") and/or (iv) claims relating to all transactions Lonza's and/or Cutanogen's intellectual property, manufacturing rights and know how technology; (v) claims related to Lonza's right to any payments due from Regenicin; and/or (vi) claims for attorneys' fees and/or costs relating to the NotesAction, all share issuances to Regenicin's Offer of Judgment filed in the Action and/or relating to the Notes, and all conversions negotiation and/or settlement of the Notes) and (ii) Action. Notwithstanding the Purchase Agreements (including but foregoing, the Mutual Release set forth herein shall not limited to all transaction documentation relating include any claims Amarantus or Lonza may have pursuant to the Purchase Agreements) Option Agreement between Amarantus ' and Lonza, as amended (all of the aforementioned are collectively referred to as the “Investor Released Claims”"Option Agreement"). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Regenicin, Inc.)

Mutual Release. a. So long (a) The Company, on behalf of itself and its officers, directors and employees solely in their capacity as the Company fully complies with the terms officers, directors and employees of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company and its paston behalf of the Company's subsidiaries, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the "Company Released Releasing Parties") do hereby irrevocably remise, release and forever discharge and shall hold harmless and indemnify (if any other person or entity files a claim by, on behalf of, or through any Company Releasing Party), Gagne from any and all costs (including costs of and from all suit, attorney's fe▇▇ ▇▇d expenses), expenses, monies due or owing, suits, arbitrations, debts, obligations, claims, damages, demands, actionsliabilities, actions and causes of action, rights action of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, every kind and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingentcharacter, known or unknown, suspected by the Company Releasing Parties as of the date hereof, whether contingent or unsuspectedabsolute, which any Company Releasing Party has had or now has against Gagne, accruing by reason of any cause, matter or thing whatsoever f▇▇▇ ▇he beginning of time to the date hereof, arising out of or related to Gagne's employment by the Company and any of its subsidiaries or to ▇▇▇▇▇ ▇erving as an officer or director of the Company or any of its ▇▇▇▇idiaries. (b) Gagne, on behalf of himself individually and in contractany capacity, tortinclud▇▇▇, lawwithout limitation, equityas an officer, director, or otherwiseemployee of the Company or any of its subsidiaries and his affiliates, under successors, and assigns (collectively, the laws of "Gagne Releasing Parties") does hereby irrevocably remise, release, a▇▇▇▇▇ and forever discharge and shall hold harmless and indemnify (if any jurisdictionother person or entity makes a claim by, that on behalf of, or through any Gagne Releasing Party), the Investor or Company and its predecessorsofficers, directors, sha▇▇▇▇▇ders, Company: /s/DAW Gagne: /s/KMG ------- ------- 3 subsidiaries, agents, legal representativescounsel, accountants, service providers, employees, successors and assigns (collectively, the "Company Released Parties") from any and all costs (including costs of suit, attorney's fees and expenses), expenses, monies due or assigns, ever had, now has, or hereafter can, shall, or may have, against owing (except for amounts held by the Company Released Parties forin the ordinary course of business in brokerage accounts), uponsuits, arbitrations, debts, obligations, claims, damages, demands, liabilities, actions and causes of action of every kind and character, known or unknown, by Gagne as of the date hereof, whether contingent or absolute, which a▇▇ ▇▇gne Releasing Party has had or now has against any Company Release▇ ▇▇▇ty accruing by reason of any matter, cause, matter or thing whatsoever from the beginning of time to the world throughdate hereof arising out of or related to Gagne's employment by the Company and any of its subsidiaries or to ▇▇▇▇▇ ▇erving as an officer or director of the Company or any of its ▇▇▇▇idiaries. (c) Claims released pursuant to the releases in this Section 6 include claims based on or arising out of fraud, negligence, gross negligence, libel, slander or other tortious act on the part of any person or entity being released pursuant hereto. (d) It is the specific intent and purpose of this instrument to be a full, final and complete, remise, release, discharge, compromise, settlement, accord and satisfaction of any and all claims or causes of action of every kind and character, whether known or unknown, and includingwhether specifically mentioned or not, which may exist or might be claimed to exist from the Effective Date beginning of time to the effective date hereof relating to Gagne's employment by the Company and any of its subsidiaries or to ▇▇▇▇▇ ▇erving as an officer or director of the Company or any of its ▇▇▇▇idiaries. (e) Each of the parties hereto acknowledges that it may hereafter discover facts different from, or in addition to, those which it or he, as the case may be, now believes to be true with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, any and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastliabilities, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, costs or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning demands herein released. (f) Each of the world throughparties hereto acknowledges that it is fully informed and aware of its or his, as the case may be, rights to receive independent legal advice regarding the advisability of entering into this release and includinghas received independent legal advice from its or his, as the Effective Date case may be, attorney with respect to (i) the Notes (including but not limited to all transactions relating regard to the Notes, all share issuances relating to the Notes, and all conversions advisability of executing this release. Each of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to parties hereto further acknowledges that it or he, as the “Company Claims”). c. The Investor understands that this releases claims that the Investor case may not know about. This is the Investor’s knowing and voluntary intentbe, even though the Investor recognizes that someday it might learn that some or all has made an investigation of the facts pertaining to this release as it or he, as the case may be, has deemed necessary, and, further, acknowledges that it currently believes to be true are untrue and even though it might then regret having signed this Agreementor his, as the case may be, has not relied upon any statement or representation of others. d. The Company understands that (g) Notwithstanding anything in this releases claims that Section to the Company may not know about. This is contrary, neither party shall release the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all other party for any obligation of the facts that it currently believes to be true are untrue and even though it might then regret having signed other party contained in this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek Agreement or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all provisions of the Investor Released Claims released herein arising from the beginning of the world up Employment Agreement referred to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)in Section 2. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Severance Agreement (Empire Financial Holding Co)

Mutual Release. a. So long Except as the Company fully complies with the terms of expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Investor on its own behalf, and on behalf of its affiliates, partners, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Investor Releasing Parties”), hereby irrevocably irrevocably, ​ unconditionally, and unconditionally forever releases the Company and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners, joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, actionsliabilities, causes of action, rights of actioncharges, contractscomplaints, controversiessuits, covenantsclaims, obligations, agreementscosts, losses, damages, penaltiesrights, interestjudgments, attorneys’ fees, expenses, costsbonds, remediesbills, reckoningspenalties, extents, responsibilities, liabilities, suitsfines, and proceedings all other legal responsibilities of whatsoever kindany form whatsoever, nature, or description, direct or indirect, vested or contingent, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, in contractwhether fixed or contingent, tort, including those arising under any theory of law, equitywhether common, constitutional, statutory or otherwise, under the laws other of any jurisdiction, that the Investor foreign or its predecessorsdomestic, legal representativeswhether in law or in equity, successors or assigns, ever had, now has, or hereafter can, shall, which they have or may have, claim to have against any of the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning prior to and as of the world throughEffective Date, and including, without limitation, any costs, attorneys’ fees or expenses incurred by the Investor Releasing Parties prior to and as of the Effective Date with respect Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Company from its continuing obligations under the Purchase Agreement or the Note (as modified by this Agreement); provided, that, this release shall not extend to (i) the Notes (including but not limited to all transactions relating to the Notesany obligations incurred under, all share issuances relating to the Notesor arising out of, and all conversions of the Notes) and this Agreement or (ii) any claims or causes of action against the Purchase Agreements (including but not limited to all transaction documentation ▇▇▇▇▇▇▇▇▇ Law Office, Inc. or ▇▇▇ ▇▇▇▇▇▇▇▇▇ in connection with or relating to any legal opinions issued by the Purchase Agreements▇▇▇▇▇▇▇▇▇ Law Office, Inc. or ▇▇▇ ▇▇▇▇▇▇▇▇▇ to Investor (which, for the avoidance of doubt shall not modify the release of the Company Released Parties (other than the ▇▇▇▇▇▇▇▇▇ Law Office, Inc. and ▇▇▇ ▇▇▇▇▇▇▇▇▇ with respect to the matters described in clause (ii) of this proviso) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). The Investor Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Company Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Investor Releasing Parties, in connection with or relating to the Investor Released Claims or otherwise. b. The Except as expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Company on its own behalf, and on behalf of its affiliates, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Company Releasing Parties”), hereby irrevocably irrevocably, unconditionally, and unconditionally forever releases the Investor and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners, joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actionsliabilities, causes of action, rights of actioncharges, contractscomplaints, controversiessuits, covenantsclaims, obligations, agreementscosts, losses, damages, penaltiesrights, interestjudgments, attorneys’ fees, expenses, costsbonds, remediesbills, reckoningspenalties, extents, responsibilities, liabilities, suitsfines, and proceedings all other legal responsibilities of whatsoever kindany form whatsoever, nature, or description, direct or indirect, vested or contingent, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, in contractwhether fixed or contingent, tort, including those arising under any theory of law, equitywhether common, constitutional, statutory or otherwise, under the laws other of any jurisdiction, that the Company foreign or its predecessorsdomestic, legal representativeswhether in law or in equity, successors or assigns, ever had, now has, or hereafter can, shall, which they have or may have, claim to have against any of the Investor Released PartiesParties prior to and as of the Effective Date, forincluding, uponwithout limitation, any costs, attorneys’ fees or expenses incurred by the Company Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Investor from its continuing obligations under the Purchase Agreement or the Note (as modified by this Agreement); provided, that, this release shall not extend to any obligations incurred under, or by reason of any matterarising out of, causethis Agreement, or thing whatsoever from the beginning provided, further, that this release shall encompass all actions of the world throughInvestor Released Parties taken prior to the Effective Date, as of the Effective Date, and including, at all times after the Effective Date with respect to (i) any claim against any of the Notes (including but not limited to all transactions Investor Released Parties relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) registration as a broker-dealer under any state or federal laws or statutes (all of the aforementioned are collectively referred to as the “Company Released Claims”). The Company Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Investor Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Company Releasing Parties, in connection with or relating to the Company Released Claims or otherwise. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts acknowledges that it currently may hereafter discover facts different from, or in addition to, those which he now believes to be true are untrue and even though it might then regret having signed with respect to the claims released under this Agreement. d. . The Company understands Investor hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Investor agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this releases claims that Agreement contemplates the Company may not know aboutextinguishment of all such claims. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of By executing this Agreement, the Investor agrees acknowledges the following: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally. d. The Investor further agrees, promises, and covenants that it has not and will not pursuenot, file nor will any person, organization or assert any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be pursuedfiled, filed charged or asserted claimed, any civil action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Investor agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Investor acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or legal other proceeding seeking equitable based upon claims released under this Agreement. If the Investor fails to comply with this Section 2(d), then the Company, at the Company’s sole discretion, may declare this Agreement null and void and of no further force or monetary relief (nor will effect. e. The Company acknowledges that it seek may hereafter discover facts different from, or in any way obtain or accept any such relief in any civil actionaddition to, suit or legal proceeding) in connection with any matter concerning its relationship with the Company those which he now believes to be true with respect to the claims released under this Agreement. The Company hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Company agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Company acknowledges the follOwing: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the Investor Released Claims released herein arising from the beginning consequences of the world up to above waiver and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)this Agreement generally. f. The Company agrees further agrees, promises, and covenants that it has not and will not pursuenot, file nor will any person, organization or assert any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be pursuedfiled, filed charged or asserted claimed, any civil action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Company agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Company acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or legal other proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of based upon claims released under this Agreement. If the Company Claims released herein arising from fails to comply with this Section 2(f), then the beginning Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the world up Investor’s declares this Agreement as null and void. ​ g. If (i) the Company fails to and including the Effective Date (whether known comply with Section 1(c) or unknown to it and including 1(m) of this Agreement at any continuing effects of any acts time on or practices prior to after the Effective Date, or (ii) an event of default occurs under Section 3.2, 3.5, 3.7, or 3.8 of any of the Note, then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in fuI I force and effect even if the Investor’s declares this Agreement as null and void.

Appears in 1 contract

Sources: Settlement Agreement (Electromedical Technologies, Inc)

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements, and undertakings of the terms of Parties under this Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsmanagers, consultantsshareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, managers, shareholders, members, agents, representatives, attorneys, investorspermitted successors, and insurers, as applicable, together with all successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty, or otherwiseequity (collectively, under the laws “Claims”), which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Agreement arising out of or relating to the NotesTier-1 Agreement, all share issuances except for any Claims relating to the Notesrights and obligations preserved by, and all conversions created by, or otherwise arising out of the Notes) and (ii) the Purchase Agreements this Agreement (including but not limited to all transaction documentation relating to any surviving indemnification obligations under the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”Tier-1 Agreement). b. The Company hereby irrevocably (b) Each Party, on behalf of itself and unconditionally releases each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investorssubject matter of the release contained in this Section 7, and insurerswhich, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party's decision to enter into it and grant the release contained in this Section 7. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist or previously existed, as applicableset forth in the release contained in this Section 7, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tort, law, equity, notwithstanding the discovery or otherwise, under the laws existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) This Agreement is not intended to be and shall not be construed as an admission by either Party of any jurisdictionliability, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason including whether an event of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date default has occurred with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)either Party. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts (d) Each Party acknowledges that it currently believes has had the opportunity to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that represented by counsel of its choice throughout the Company may not know about. This is negotiations, which preceded the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms execution of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) and in connection with the preparation and execution of this Agreement. Each Party acknowledges that it has executed this Agreement voluntarily, without coercion or duress of any matter concerning kind, and on the advice of its relationship with the Company with respect counsel. Neither Party, nor any person acting on behalf of either Party has made any statement or representation to all any other Party regarding any fact relied upon in entering into this Agreement, and neither Party relies upon any statement, representation, or promise of the Investor Released Claims released herein arising from the beginning other Party, or any person acting on behalf of the world up other Party, in executing this Agreement, or in making the releases provided for herein, except as expressly stated herein. (e) Each Party has made such investigation of the facts pertaining to this Agreement, and including of all matters pertaining hereto, as it deems necessary. Each Party has read this Agreement and understands its contents. In executing this Agreement, each Party assumes the Effective Date (whether known or unknown to it and including any continuing effects risk of any acts misrepresentation, concealment, or practices prior mistake. If either Party 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 below is incorrect, such Party shall not be entitled to any relief in connection therewith, including without limitation on the generality of the foregoing, any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding, regardless of any claims of misrepresentation, concealment of fact, or mistake of law or fact. (f) Notwithstanding any provision in this Agreement to the Effective Date)contrary, the provisions of this Section 7 shall survive the termination of this Agreement. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination Agreement

Mutual Release. a. So long as (a) Except for the Company fully complies with performance by the terms parties of the provisions of this Agreement, the Investor hereby irrevocably Sanction Stipulation and unconditionally releases the Company Debenture Documents, and its pastconditioned, present with respect to CSGI and future Dreaper respectively, upon CSGI's and Dreaper's respective cooperation pursuant to Paragraph 6 above, each party hereto, for itself and on behalf of all partners, officers, directors, agentsemployees, consultants, employeesaffiliates (both persons and entities), representatives, agents, attorneys, investorsservants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers, as applicable, together with all successors and assigns of any of the foregoing insurers (collectively, the “Company Released "Releasing Parties"), shall be deemed to have released and forever discharged each of the other parties hereto, and all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers of each such party, of and from any and all claims, demands, actions, actions and causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected fixed or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdictioncontingent, that any of the Investor or its predecessors, legal representatives, successors or assigns, ever Releasing Parties may have had, may now has, or hereafter can, shall, have or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) the Notes (including but not limited to all transactions relating to the Notesclaims, all share issuances relating to the Notescounterclaims, third-party claims, and all conversions causes of action asserted in the Notes) Debenture Litigation and the Defamation Litigation, (ii) the Purchase Agreements (including but not limited to all transaction documentation relating any act which may constitute a defense to the Purchase Agreementsperformance of this Agreement and the Debenture Documents, and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state or Federal securities laws, prior to the date of this Agreement, including the Securities Act and the Exchange Act (all as defined in the Debenture Documents). Notwithstanding anything to the contrary contained herein, the foregoing shall not release CSGI from any claims, demands, expenses or losses by the Debenture Holders (or causes of action or remedies related thereto) arising from any indemnity by CSGI or any affiliate for the benefit of the aforementioned are collectively referred to Debenture Parties as required by the “Investor Released Claims”)Debenture Documents, including any claims concerning the Warrants held by the Debenture Parties. b. The Company hereby irrevocably (b) Except as set forth in Paragraphs 1(d) and unconditionally releases 5 above in the Investor event of default by CSGI hereunder, each party shall bear its own costs and its pastfees incurred in connection with the Litigation. (c) Each of the parties hereto represents, present warrants and future officers, directors, agents, consultants, employees, representatives, attorneys, investorscovenants that he/ it has not, and insurersat the time this release becomes effective will not have, sold, assigned, transferred or otherwise conveyed to any other person or entity all or any portion of its rights, claims, demands, actions or causes of action herein released. (d) Each party represents and warrants that he/it has relied wholly upon its own judgment, belief and knowledge of the existence, nature, extent or duration of any claim, demand, debt, damage, liability, account, reckoning, obligation, cost, expense, cause of action, chosen action, right of indemnity, agreement or promise that he/it may have against the released parties and that he/it has made full investigations with respect to potential rights and claims released and that such releasing party has not been influenced to any extent whatsoever in making the releases contemplated by this agreement by any representation or statement regarding any such matter. Each party further represents and warrants that he/it is executing and delivering this Agreement and the releases contemplated hereunder after having received full legal advise as applicableto his/its rights hereunder and the legal effect thereof from legal counsel of his/its own choosing. Notwithstanding the above, together with all successors this Agreement is not intended to and assigns does not, release or extinguish the rights of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect parties to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed enforce this Agreement. d. The Company understands that this releases claims (e) Notwithstanding anything to the contrary in the foregoing, the Debenture Parties' release shall exclude Mark Weiss, Harry ▇▇▇▇▇, ▇▇ff ▇▇▇▇▇ (▇▇▇▇pt ▇▇▇ ▇▇▇▇▇▇ against him which arise out of his conduct during his tenure, in his capacity, and within the scope of his duties as a CSGI director, provided that the Company may not know about. This is the Company’s knowing release shall only apply to said conduct as a director and voluntary intentonly if he cooperates pursuant to Paragraph 6 hereof), even though the Company recognizes that someday it might learn that some or all Harry M. Weiss & As▇▇▇▇▇▇▇▇ ▇.▇., any other member of the facts that it currently believes to be true are untrue Weiss family, and even though it might then regret having signed this Agreement. e. So long as the Company fully complies ▇▇▇ ▇erson acting in concert with the terms Weiss family who wa▇ ▇▇▇ an officer or director of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)CSGI. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Consygen Inc)

Mutual Release. a. So long (a) Effective on the Surrender Date and upon satisfaction of the applicable terms and conditions set forth in this Seventh Amendment and except as the Company fully complies with the terms set forth in Section 4(e) below, Lessor, on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its past, present and future officers, directorsmembers, managers, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing representatives (collectively, the “Company Released Releasing Landlord Parties”)) hereby releases, acquits, and forever discharges Lessee and its subsidiaries, affiliates, partners, shareholders, directors, officers, agents, employees, attorneys, and representatives, as well as the respective heirs, personal representatives, successors, and assigns of any and all of them (collectively, the “Released Tenant Parties”) from any and all losses, damages, claims, demands, debts, actions, causes of action, rights of actionsuits, contracts, controversies, covenantsagreements, obligations, agreementsaccounts, damagesdefenses, penaltiesoffsets, interestexpenses (including, without limitation, court costs, the deductible amount of any insurance, attorneys’ fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitscharges, and proceedings disbursements), and liabilities of any kind or character whatsoever kind(each a “Loss” and collectively, nature, or description, direct or indirect, vested or contingent“Losses”), known or unknown, suspected or unsuspected, in contract, contract or in tort, law, at law or in equity, or otherwise, under which the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, Releasing Landlord Parties ever had, now hashave, or might hereafter can, shall, or may have, against the Company Released Parties forTenant Parties, uponjointly or severally, for or by reason of any matter, cause, cause or thing whatsoever from whatsoever, occurring prior to the beginning Surrender Date, which relates to, in whole or in part, directly or indirectly: (a) the relationship between the Parties as landlord and tenant respecting the Surrendered Space only; (b) the Lease respecting the Surrendered Space only; and (c) the Surrendered Space; in each case, excepting only the rights created or reserved by this Seventh Amendment. (b) Effective on the Surrender Date and upon satisfaction of the world throughapplicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e), and includingLessee, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions on behalf of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor itself and its past, present and future officers, directors, shareholders, agents, consultants, employees, representatives, attorneys, investorsagents, and insurers, as applicable, together with all successors and assigns of any of the foregoing representatives (collectively, the “Investor Releasing Tenant Parties”, and with the Releasing Landlord Parties, the “Releasing Parties”) hereby releases, acquits, and forever discharges Lessor and its subsidiaries, affiliates, members, managers, partners, agents, employees, attorneys, and representatives, as well as the respective heirs, personal representatives, successors, and assigns of any and all of them (collectively, the “Released Landlord Parties” and with the Released Tenant Parties, the “Released Parties”), of ) from any and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingentLosses, known or unknown, suspected or unsuspected, in contract, contract or in tort, law, at law or in equity, or otherwise, under which the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, Releasing Tenant Parties ever had, now has, have or might hereafter can, shall, or may have, against the Investor Released Landlord Parties, forjointly or severally, upon, for or by reason of any matter, cause, cause or thing whatsoever from whatsoever, occurring prior to the beginning of the world throughSurrender Date, and includingwhich relates to, the Effective Date with respect to in whole or in part, directly or indirectly: (i) the Notes (including but not limited to all transactions relating to relationship between the Notes, all share issuances relating to Parties as landlord and tenant respecting the Notes, and all conversions of the Notes) and Surrendered Space only; (ii) the Purchase Agreements Lease respecting the Surrendered Space only; and (including but not limited to all transaction documentation relating to iii) the Purchase AgreementsSurrendered Space; in each case, excepting only the rights created or reserved by this Seventh Amendment. (c) (all Each of the aforementioned are collectively referred to Releasing Parties acknowledges that he, she, or it has been informed by his, her, or its attorneys of the provisions of Section 1542 of the Civil Code of the State of California, and does hereby expressly waive and relinquish all rights and benefits that he, she, or it has or may have, or had under that section (and under any and all similar provisions contained in the law of any and all other jurisdictions, within and without the United States), respecting the Losses released in this Article 4, which reads as the “Company Claims”)follows: 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. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all (d) Each of the facts Releasing Parties acknowledges that it currently may hereafter discover facts or law different from or in addition to those it now knows or believes to be true are untrue in respect to the Losses released in this Article 4. Each of the Releasing Parties agrees that the releases in this Article 4 shall be and even though it might then regret having signed this Agreementremain in effect as complete, general, and mutual releases as to the matters released, notwithstanding any such additional facts or law. d. The Company understands that this releases claims (e) It is the express intention of the Releasing Parties and the Released Parties, and each of them, that the Company may Losses released pursuant to this Article 4 above do not know about. This is include Losses, if any, which arise from, pertain to, or are based upon: (1) the Company’s knowing Surviving Obligations (as limited by the last sentence of Section 3(a) above); (2) a breach of this Seventh Amendment, including, without limitation, a breach of any representations and voluntary intent, even though the Company recognizes that someday it might learn that some or all warranties set forth in this Seventh Amendment; (3) a breach of the facts that it currently believes to be true are untrue and even though it might then regret having signed this AgreementLease respecting the Remaining Premises; or (4) the Remaining Premises. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Standard Industrial/Commercial Single Tenant Lease – Net (Beyond Meat, Inc.)

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements and undertakings of the terms Parties under this Amendment, each Party, on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investorspermitted successors, and insurers, as applicable, together with all successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, admiralty, or equity, including any and all claims that may arise from the representations or otherwise, warranties made under the laws Agreement, any assertions of breach of the Agreement, and any jurisdictionclaims of indemnification under the Agreement (collectively, that the Investor or its predecessors“Claims”), legal representatives, successors or assigns, which any of such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Amendment arising out of or relating to the NotesIndemnification Escrow Fund, all share issuances the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Notes, and all conversions Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation or relating to the Purchase Agreements) (all Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the aforementioned are collectively referred to as Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the “Investor Released Claims”)Agreement. b. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Company Releasors hereby irrevocably waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and unconditionally releases intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the Investor scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its pastaffiliates, present and future officers, directors, agents, consultantsmanagers, employees, representativesagents or other representatives from or against any cost, attorneysloss, investorsexpense, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, damage or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)liability. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Stock Purchase Agreement (LifeMD, Inc.)

Mutual Release. a. So long (a) Each of Consultant and ▇▇. ▇▇▇▇▇▇, on behalf of himself and his agents, representatives, administrators, receivers, trustees, estates, heirs, devisees, assignees, legal representatives, attorneys, and employees, past or present (as the Company fully complies with the terms of this Agreementcase may be), the Investor hereby irrevocably and unconditionally releases releases, discharges, and acquits the Company and its past, present Affiliates from liability for any and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, promises, demands, actions, causes of action, rights of actionliabilities, contracts, controversiesdebts, covenants, obligations, agreementslosses, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, attorneys’ fees and proceedings causes of whatsoever kind, action of every kind and nature, known or descriptionunknown, whether asserted or unasserted, direct or indirect, vested liquidated or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including through the Effective Date (whether known execution of this Agreement. Notwithstanding the foregoing, this Section 14(a) does not alter or unknown apply to it and including any continuing effects claim or cause of action arising out of an alleged breach or other violation of any acts obligation under this Agreement, ▇▇. ▇▇▇▇▇▇’▇ right to coverage under the Company’s directors’ and officers’ insurance policies, or practices prior ▇▇. ▇▇▇▇▇▇’▇ right to indemnification by the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all his services as a member of the Board, whether pursuant to an agreement or under the Company’s charter and bylaws. (b) The Company Claims released herein arising and its Affiliates, agents, representatives, administrators, receivers, trustees, estates, heirs, devisees, assignees, legal representatives, attorneys, and employees, past or present (as the case may be), hereby irrevocably and unconditionally releases, discharges, and acquits Consultant and ▇▇. ▇▇▇▇▇▇ and their Affiliates from liability for any and all claims, promises, demands, liabilities, contracts, debts, losses, damages, attorneys’ fees and causes of action of every kind and nature, known or unknown, whether asserted or unasserted, direct or indirect, liquidated or contingent, from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)execution of this Agreement. Except as provided herein, this release shall include, but not be limited to: (i) any and all claims or rights arising out of, or which might be considered to arise out of or to be connected in any way to, ▇▇. ▇▇▇▇▇▇’▇ service as a member of the Board or the termination thereof; (ii) any claim or cause of action arising under any federal state or local statute or regulation; (iii) any claim or cause of action arising under any foreign law, rule or regulation; and (iv) any claim of tort, contract, negligence, defamation, negligent or intentional infliction of emotional distress, assault, battery, duress, invasion of privacy, bad faith, conspiracy, vicarious liability, nonphysical injury, personal injury or sickness, or other harm. Notwithstanding the foregoing, this Section 14(b) does not alter or apply to any claim or cause of action arising out of an alleged breach or other violation of any obligation under this Agreement, or any derivative action or claim brought on behalf of the Company by its shareholders, provided that such shareholder suit was not initiated directly or indirectly at the behest of the officers or directors (or any of their affiliates) of the Company or its Affiliates.

Appears in 1 contract

Sources: Consulting Agreement (Biospecifics Technologies Corp)

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Resignation Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise“Claims”), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world throughdate of this Resignation Agreement arising out of or relating to the Employment Agreement, except for any Claims relating to rights and includingobligations preserved by, created by or otherwise arising out of this Resignation Agreement (including any surviving indemnification obligations under the Effective Date Employment Agreement and subject to the revisions to the Employment Agreement in Section 4(e) of this Resignation Agreement). This release also covers any Claims brought against Peruvemba with respect to his employment by Quantum. (ib) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Notes (including but not limited to all transactions relating to subject matter of the Notes, all share issuances relating to the Notesrelease contained in this Section 4, and which, if known at the time of signing this Resignation Agreement, may have materially affected this Resignation Agreement and such Party’s decision to enter into it and grant the release contained in this Section 4. Nevertheless, the Releasors intend to fully, finally and forever settle and release all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastClaims that now exist, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurersmay exist or previously existed, as applicableset forth in the release contained in this Section 4, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tort, law, equity, notwithstanding the discovery or otherwise, existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) The above-references releases specifically cover Peruvemba releasing all Claims to compensation under the laws Employment Agreement and any other compensation claims against Quantum other than the options, warrants and cash payments specified in Section 3(a), (b), (c), (d) and (e) of this Resignation Agreement. (d) The Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Releasors acknowledge that they have had the opportunity to consult with counsel and expressly, knowingly and intentionally waive any and all rights, benefits and protections of Section 1542 and of any jurisdiction, that other state or federal statute or common law principle limiting the scope of a general release. (e) The Employment Agreement is hereby amended to strike from Section 4.6 the following language: “other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date affiliates with respect to (i) this Agreement or the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company ClaimsExecutive’s employment hereunder.). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Resignation Agreement (Quantum Materials Corp.)

Mutual Release. a. So long (a) Effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by him or her, each of the Sellers (each, a “Seller Releasing Person”) hereby irrevocably releases and forever discharges Buyer, the Company fully complies with and their respective parents, Subsidiaries, Affiliates (other than a Seller Releasing Person to the terms extent that such Seller Releasing Person would be deemed such an Affiliate for purposes of this Agreement), the Investor hereby irrevocably divisions and unconditionally releases the Company predecessors and its past, their respective past and present and future officersshareholders, directors, officers, members, managers, partners (general or limited), agents, consultants, employees, representatives, attorneys, investorsemployees and Affiliates (other than Seller Releasing Persons to the extent that they would be deemed Affiliates for purposes of this Agreement), and insurersthe successors, as applicableheirs, together with all successors assigns, executors and assigns of any of administrators to the foregoing (collectively, the “Company Buyer Released PartiesPersons”), of and from any and all manner or causes of action and actions, claims, demandssuits, actionsrights, causes debts, sums of actionmoney, rights of actioncovenants, contracts, controversiesdamages and judgments whatsoever, covenantsin law or in equity, obligationswhich such Seller Releasing Person ever had, agreementsnow has or which he hereafter can, damagesshall or may have, penaltiesagainst the Buyer Released Persons, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter relating to the Company, and arising at any time on or prior to the Closing Date, whether in contractsuch Seller Releasing Person’s capacity as an equityholder, tortdirector, lawofficer, equity, holder of Indebtedness or otherwise, under and the laws of any jurisdictionBuyer Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any agreement ancillary to this Agreement; provided further that, notwithstanding the Investor preceding proviso, such release shall be deemed an irrevocable waiver and release by the Sellers of the Company and its Subsidiary from any right of contribution or right of indemnity from or against the Company or its predecessorsSubsidiary with respect to any indemnification payments by the Sellers to the Buyer Indemnified Parties pursuant to this Agreement. (b) Effective as of the Closing, legal representativesin consideration of the mutual covenants and agreements contained herein, successors or including the consideration to be received, each of Buyer and the Company (each, a “Buyer Releasing Person”) hereby irrevocably releases and forever discharges each of the Sellers and their successors, heirs, assigns, executors and administrators (collectively, the “Seller Released Persons”), of and from any and all manner or causes of action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in law or in equity, which such Buyer Releasing Person ever had, now has, has or which he hereafter can, shall, shall or may have, against the Company Seller Released Parties forPersons, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected or unsuspected, in contractmatured or unmatured, tort, law, equity, fixed or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Partiescontingent, for, upon, upon or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions matter relating to the NotesCompany, all share issuances relating and arising at any time on or prior to the NotesClosing Date, whether in such Buyer Releasing Person’s capacity as an equityholder or otherwise, and all conversions of the Notes) and (ii) the Purchase Agreements (including but Seller Released Persons shall not limited have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any agreement ancillary to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims (c) Each Seller Releasing Person acknowledges and agrees that the Company release set forth in this Section 10.7 applies to all claims or liabilities of any nature whatsoever, whether at law or in equity, whether known or unknown, fixed or contingent, suspected or unsuspected, foreseen or unforeseen, that it may not know about. This is have against the Company’s knowing and voluntary intent, even though Buyer or the Company recognizes or any of their respective Affiliates with respect to the matters being released hereunder. Each Seller Releasing Person expressly acknowledges that someday it might learn that some he or all she is familiar with Section 1542 of the facts California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) Each Buyer Releasing Person acknowledges and agrees that the release set forth in this Section 10.7 applies to all claims or liabilities of any nature whatsoever, whether at law or in equity, whether known or unknown, fixed or contingent, suspected or unsuspected, foreseen or unforeseen, that it currently believes may have against the Sellers, or any of their respective successors, heirs, assigns, executors and administrators with respect to be true are untrue and even though the matters being released hereunder. Each Buyer Releasing Person expressly acknowledges that it might then regret having signed this Agreementis familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. e. So long as (e) Each Seller Releasing Person and Buyer Releasing Person acknowledges that the Company fully complies with significance and consequence of this waiver of Section 1542 of the terms California Civil Code is that even if he or she or it should eventually suffer additional damages arising out of claims or liabilities released in this Agreement, the Investor agrees that he or she or it will not pursue, file or assert or permit be able to be pursued, filed or asserted make any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in claim for those damages. Each Seller Releasing Person and Buyer Releasing Person expressly waives and relinquishes any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to and all rights and benefits which he may have under Section 1542 of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)California Civil Code. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Stock Purchase Agreement (On Assignment Inc)

Mutual Release. a. So long as (a) Each of the Company fully complies with Parent Parties, on the terms one hand, and the Company, on the other hand, on their own behalf and on behalf of this Agreementtheir respective parent entities, the Investor hereby irrevocably controlling persons, associates, affiliates or subsidiaries and unconditionally releases the Company each and its pastall of their respective past or present, present and future direct or indirect, officers, directors, agentsstockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, employeesaccountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, attorneysestates, investorsadministrators, and insurerspredecessors, as applicable, together with all successors and or assigns of any of the foregoing (collectively, the “Company Released PartiesReleasing Persons)) shall and shall be deemed to have completely, of fully, finally and from all forever compromised, settled, released, discharged, extinguished, relinquished, and dismissed with prejudice any claims, demands, rights, actions, causes of action, rights of actionpotential actions, contractsliabilities, damages, diminutions in value, debts, losses, obligations, judgments, interest, penalties, fines, sanctions, fees, duties, suits, costs, expenses, matters, controversies, covenantsand issues known or unknown, obligationscontingent or absolute, agreementssuspected or unsuspected, damagesdisclosed or undisclosed, penaltiesliquidated or unliquidated, interestmatured or unmatured, feesaccrued or unaccrued, expensesapparent or unapparent, costsincluding known claims and Unknown Claims (defined below), remedieswhether individual, reckoningsdirect, extentsclass, responsibilitiesderivative, liabilitiesrepresentative, suitslegal, equitable or of any other type or asserted in any other capacity, that have been or could have been, asserted in any court, tribunal or proceeding (including, but not limited to, any claims arising under federal, state, foreign, statutory or common law, including the federal or state securities, antitrust, and proceedings disclosure laws or any claims that could be asserted derivatively on behalf of whatsoever kindany Parent Party or the Company, natureas applicable), by or on behalf of such party or any of its Releasing Persons, or descriptionwhich arise out of or relate to the stockholdings of any stockholder of any Parent Party or the Company, as applicable, or any such shareholder’s status as a shareholder of such party, against the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), or any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, vested officers, directors, stockholders, principals, representatives, employees, attorneys, financial or contingentinvestment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (the “Released Persons”), which the Releasing Persons ever had, now have, or may in the future have by reason of, arising out of, relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements or representations, or any other matter whatsoever set forth in or otherwise related, directly or indirectly, to the Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or disclosures made in connection with the Merger Agreement, the Merger or the Termination (including any alleged misstatements or omissions or the adequacy and completeness of such disclosures) (the “Settled Claims”); provided, however, that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may have under the Asset Purchase Agreement. (b) Each of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may discover facts in addition to or different from those now known or believed to be true by them with respect to the Settled Claims, but that it is the intention of such party on its own behalf and on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, in contractcontingent or absolute, tortaccrued or unaccrued, lawapparent or unapparent, equitywhich now exist, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shallheretofore existed, or may havehereafter exist, against and without regard to the Company Released Parties for, upon, subsequent discovery of additional or by reason of any matter, cause, or thing whatsoever from the beginning different facts. Each of the world throughParent Parties, on the one hand, and includingthe Company, on the Effective Date with respect to (i) other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that “Unknown Claims” are expressly included in the Notes (including but not limited to all transactions relating to definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the Notes, all share issuances relating to the Notes, release set forth in this Section 3 and all conversions of the Notes) was relied upon by each and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the Released Persons in entering into this Termination Agreement. Investor Released Unknown Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of ” means any claim that a party or any of the foregoing (collectivelyits Releasing Persons does not know or suspect exists in his, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, natureher, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under its favor at the laws time of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, release of the Settled Claims as against the Investor Released PartiesPersons, forincluding without limitation those which, uponif known, or by reason of any matter, cause, or thing whatsoever from might have affected the beginning of the world through, and including, the Effective Date with respect decision to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that enter into this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Termination Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination Agreement (New Residential Investment Corp.)

Mutual Release. a. So long (a) Effective as of the Company fully complies with the terms date hereof, each Party, on behalf of this Agreementitself, the Investor hereby irrevocably and unconditionally releases the Company himself and its pastand his affiliates, present including the ▇▇▇▇▇ Family, successors, predecessors, assigns, heirs, estates, trustees and future officersbeneficiaries and, directorsto the extent acting in a representative capacity of any such person, agents, consultants, employeessuch person’s creditors, representatives, attorneys, investors, agents and insurers, attorneys (as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Releasing Parties”), hereby fully and finally remises, releases, acquits and forever discharges, and covenants not to ▇▇▇ or take any steps to pursue or further any Legal Proceeding against, each other Party, its affiliates, successors, predecessors, assigns, subsidiaries (and in the case of the Purchaser, any member of the ▇▇▇▇▇ Family) and each of its past or current directors, officers, principals, employees, agents or representatives (as applicable, collectively, the “Released Parties”), from and in respect of any and all actions, claims and causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, liabilities, obligations, damages, costs, expenses, compensation and other relief of every kind and nature whatsoever, at law or in equity, whether based on any federal, state or foreign law or right of action, whether known or unknown, whether foreseen or unforeseen, whether matured or unmatured, in each case, which such Releasing Parties, or any of them, had, has or may have directly arising out of, connected with or related to this Agreement (“Claims”); provided, however, that nothing in this Section 4.3 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to this Agreement (the “Release”). If any Claim is not subject to the Release, to the extent permitted by law, each Party waives, and will cause the applicable Releasing Parties to waive, any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party. (b) Each Party agrees that it will not, and will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release. (c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.3. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from all those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions, and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Article IV are binding, rights unconditional and final as of actionthe date hereof. (d) Each Party represents and warrants that it has not heretofore transferred or assigned, contractsor purported to transfer or assign, controversiesto any person, covenantsfirm, or corporation any claims, demands, obligations, agreementslosses, causes of action, damages, penalties, interest, feescosts, expenses, costsattorneys’ fees, remedies, reckonings, extents, responsibilities, liabilities, suits, liabilities or indemnities herein released. Each of the Parties represents and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of warrants that neither it nor any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, assignee has filed any lawsuit against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”)other Party. b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Securities Purchase Agreement (Stern Ricky)

Mutual Release. a. So long (a) Effective as of the Company fully complies with the terms date hereof, each Party, on behalf of this Agreementitself, the Investor hereby irrevocably and unconditionally releases the Company himself and its pastand his Affiliates, present successors, predecessors, assigns, heirs and future officersbeneficiaries and, directorsto the extent acting in a representative capacity of any such person, agents, consultants, employees, representatives, attorneys, investors, and insurers, such person’s Representatives (as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Releasing Parties”), hereby fully and finally remises, releases, acquits and forever discharges, and covenants not to ▇▇▇ or take any steps to pursue or further any Legal Proceeding against, each other Party, its Affiliates, successors, predecessors, assigns, subsidiaries and each of its past or current insurers and Representatives (as applicable, collectively, the “Released Parties”), from and in respect of any and all actions, claims and causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, liabilities, obligations, damages, costs, expenses, compensation and other relief of every kind and nature whatsoever, at law or in equity, whether based on any federal, state or foreign law or right of action, whether known or unknown, whether foreseen or unforeseen, whether matured or unmatured, in each case, which such Releasing Parties, or any of them, had, has or may have directly arising out of, connected with or related to the Investors’ investment in the Company on or prior to the date hereof (“Claims”); provided, however, that nothing in this Section 4.4 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to this Agreement (the “Release”). If any Claim is not subject to the Release, to the extent permitted by law, each Party waives, and shall cause the applicable Releasing Parties to waive, any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party. (b) Each Party agrees that it shall not, and shall cause the applicable Releasing Parties not to, institute any Legal Proceeding against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release. (c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.4. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from all those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions, and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Article V are binding, rights unconditional and final as of actionthe date hereof. (d) Each Party represents and warrants that it has not heretofore transferred or assigned, contractsor purported to transfer or assign, controversiesto any person, covenantsfirm, or corporation any claims, demands, obligations, agreementslosses, causes of action, damages, penalties, interest, feescosts, expenses, costsattorneys’ fees, remedies, reckonings, extents, responsibilities, liabilities, suits, liabilities or indemnities herein released. Each of the Parties represents and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of warrants that neither it nor any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, assignee has filed any lawsuit against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”)other Party. b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Freestone Capital Management LLC)

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of parties to this Agreement, effective upon the Investor hereby irrevocably and unconditionally releases the Company Closing Date, each party hereto, on behalf of itself and its past, respective present and future former parents, direct and indirect subsidiaries, affiliates, employees, officers, directors, shareholders, members, equity holders, successors, agents, consultantsrepresentatives and assigns (collectively, "Releasors") hereby releases, waives, forever discharges and holds harmless the other parties hereto and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, equity holders, agents, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), "Releasees") of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise"Claims"), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through and including the world through, Closing Date arising out of or relating to this Agreement and the Original Transaction Documents including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions to, the TA Letters, and the SPAs and the Documents, except for any surviving obligations as expressly provided for in this Agreement, and Claims relating to rights, remedies and obligations preserved by, created by or otherwise arising out of this Agreement and/or the NotesDocuments. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, all share issuances relating or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Notessubject matter of the release contained in this Section 9, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party's decision to enter into it and grant the release contained in this Section 9. Nevertheless, the Releasors intend to fully, finally and forever settle and release all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its pastClaims that now exist, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurersmay exist or previously existed, as applicableset forth in the release contained in this Section 9, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tort, law, equity, notwithstanding the discovery or otherwise, under the laws existence of such additional or different facts. The Releasors hereby waive any jurisdiction, right or Claim that the Company might arise as a result of such different or its predecessors, legal representatives, successors additional Claims or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)facts. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Repurchase Agreement (Amarantus Bioscience Holdings, Inc.)

Mutual Release. a. So long as In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Termination Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, "Releasors") hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the “Company Released Parties”), "Releasees") of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise"Claims"), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Termination Agreement arising out of or relating to the NotesShare Purchase Agreement, all share issuances except for any Claims relating to the Notesrights and obligations preserved by, and all conversions created by or otherwise arising out of the Notes) and (ii) the Purchase Agreements this Termination Agreement (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, surviving indemnification obligations under the laws of any jurisdiction, that Placement Agent Agreement). Obligations surviving under the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Share Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to Agreement shall also be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms mutually released upon execution of this Agreement, except for the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all obligations arising out of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).Article 11.4

Appears in 1 contract

Sources: Termination Agreement (EShallGo Inc.)

Mutual Release. a. So long as the Company fully complies (a) Except with the terms of respect to any claims arising under this Agreement, each of MEC and H▇▇▇, on behalf of itself, the Investor hereby irrevocably Company, MMAC, their Affiliates, and unconditionally releases the Company and its each of their respective past, present and future parents, divisions, Affiliates, subsidiaries, holding companies, and all of its and their respective past, present and future employees, officers, directors, shareholders, members, equity holders, advisors, partners, insurers, agents, consultantsendorsers, employeessureties, representativesguarantors, attorneys, investorsrepresentatives and consultants, and insurers, as applicable, together with all the successors and assigns of any of the foregoing each (collectively, the “Company Released MEC Parties”), hereby irrevocably, unconditionally and completely releases, waives, relinquishes, dismisses and discharges Seller and each Seller Related Entity and their respective past, present and future parents, divisions, subsidiaries, holding companies, and all of its and their respective past, present and future employees, officers, directors, shareholders, members, equity holders, advisors, partners, insurers, agents, endorsers, sureties, guarantors, attorneys, representatives and consultants, and the successors and assigns of each (collectively, “Seller Parties”), from any and all claims, demands, actions, causes of action, rights of actionliabilities, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expensescharges, costs, remediesexpenses (including reasonable attorneys’ fees), reckoningslosses, extentsdamages or demands of any kind or character, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected at law or unsuspectedin equity and regardless of legal theory (collectively, in contract“Claims”), tort, law, equity, or otherwise, under the laws of which any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever hadMEC Party, now has, or hereafter can, shallhas ever had, or may havehereafter have against any Seller Party or any persons acting by, against through, under or in concert with any Seller Party or that might be claimed to be jointly or severally liable with any Seller Party, solely to the Company Released Parties forextent arising out of or otherwise relating to the Company, uponincluding without limitation, Claims relating to or arising out of (i) Seller’s ownership of the Seller’s Interest in the Company, (ii) Seller’s status as a member of the Company, (iii) the Ancillary Agreements, or by reason of any matter, cause, or thing whatsoever from (iv) the beginning of the world through, and including, the Effective Date Management Agreement. (b) Except with respect to (i) any claims arising under this Agreement or any claims arising under any Surviving Indemnity Provision, Seller hereby, on behalf of itself and the Notes (including but not limited to all transactions relating to Seller Parties irrevocably, unconditionally and completely releases, waives, relinquishes, dismisses and discharges the NotesMEC Parties, all share issuances relating to the Notes, from any and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of which Seller or any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever hadSeller Party, now has, or hereafter can, shallhas ever had, or may havehereafter have against any MEC Party or any persons acting by, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and includingunder or in concert with any MEC Party or that might be claimed to be jointly or severally liable with any MEC Party, solely to the Effective Date with respect extent arising out of or otherwise relating to the Company, including without limitation, Claims relating to or arising out of (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions Seller’s ownership of the Notes) and Seller’s Interest in the Company, (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all Seller’s status as a member of the aforementioned are collectively referred to as Company, (iii) the “Company Claims”). c. The Investor understands that this releases claims that Ancillary Agreements, or (iv) the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Management Agreement. d. The Company understands that this releases claims that (c) For the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all avoidance of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreementdoubt, the Investor agrees that it will releases in this Section 4.2 shall not pursue, file or assert or permit apply to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein claims arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects out of any acts future transactions documented by definitive and executed agreements that may occur between or practices prior to among the Effective Date)MEC Parties on the hand and the Seller Parties on the other. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Mma Capital Management, LLC)

Mutual Release. a. So long as In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Termination Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, "Releasors") hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the “Company Released Parties”), "Releasees") of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise"Claims"), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Termination Agreement arising out of or relating to the NotesSecurities Purchase Agreement, all share issuances except for any Claims relating to the Notesrights and obligations preserved by, and all conversions created by or otherwise arising out of the Notes) and (ii) the Purchase Agreements this Termination Agreement (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, surviving indemnification obligations under the laws Placement Agent Agreement). Obligations surviving under the Securities Purchase Agreement shall also be mutually released upon execution of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination Agreement (EShallGo Inc.)

Mutual Release. a. So long as (a) If and only if the Company fully complies with the terms of this AgreementClosing occurs, the Investor hereby irrevocably Seller Parties and unconditionally releases the Company Seller Parent, each for itself, its controlled Affiliates, its successors and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investorsassigns, and insurers, as applicable, together with all successors and assigns of any of the foregoing their respective controlled Affiliates (collectively, the “Company Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Buyer, the Acquired Companies, and each of their respective predecessors, assigns, successors, direct or indirect Subsidiaries, and past and present Affiliates, equityholders, managers, members, directors, officers, employees, agents and other Representatives, past and present (collectively, the “Buyer Released Parties”)) from any and all Proceedings, of and from all actions, suits, claims, demands, actionsdebts, causes of action, rights of action, contracts, controversies, covenantsagreements, obligations, agreementspromises, judgments, duties, or Liabilities of any kind whatsoever in Law or equity and causes of action of every kind and nature or otherwise (including, claims for damages, penalties, interest, fees, expenses, costs, remediesexpense and attorneys’, reckoningsbrokers’ and accountants fees and expenses) arising out of or related to events, extentsfacts, responsibilitiesconditions or circumstances and existing or arising prior to the Closing Date, liabilitieswhich the Seller Releasors can, suitsshall or may have against the Buyer Released Parties, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to unanticipated as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, well as applicable, together with all successors and assigns of any of the foregoing anticipated (collectively, the “Investor Seller Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind, in any court or before any tribunal, against any Buyer Released Party based upon any Seller Released Claim. (b) If and only if the Closing occurs, the Acquired Companies and the Buyer, each for itself, its controlled Affiliates, its successors and assigns, and their respective controlled Affiliates (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Sellers, Seller Parent, and each of their predecessors, assigns, successors, direct or indirect Subsidiaries, and past and present Affiliates, equityholders, managers, members, directors, officers, employees, agents and other Representatives, past or present (collectively, the “Seller Released Parties”)) from any and all actions, of and from all suits, claims, demands, actionsdebts, causes of action, rights of action, contracts, controversies, covenantsagreements, obligations, agreementspromises, judgments, duties, or Liabilities of any kind whatsoever in Law or equity and causes of action of every kind and nature or otherwise (including, claims for damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitsexpense, and proceedings attorneys’, brokers’ and accountants fees and expenses) arising out of whatsoever kindor related to events, naturefacts, conditions or descriptioncircumstances related to the Business and existing or arising prior to the Closing Date, direct which the Buyer Releasors can, shall or indirectmay have against the Seller Released Parties, vested or contingent, whether known or unknown, suspected or unsuspected, in contractunanticipated as well as anticipated (collectively, tortthe “Buyer Released Claims”), law, equity, and hereby irrevocably agree to refrain from directly or otherwise, under the laws indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any jurisdictionkind, that the Company in any court or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may havebefore any tribunal, against any Seller Released Party based upon any Buyer Released Claim. (c) Notwithstanding anything to the Investor contrary in this Section 7.04, neither the “Buyer Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from Claims” nor the beginning of the world through“Seller Released Claims” shall include, and includingthe provisions of this Section 7.04 shall not release or otherwise diminish, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notesobligations of any Party set forth in or arising under any provisions of this Agreement or any Related Agreement, all share issuances relating to the Notes, and all conversions of the Notes) and or (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)any claims for Fraud. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Securities Purchase Agreement (CareMax, Inc.)

Mutual Release. a. So long as (a) With the Company fully complies with exception of the terms Outstanding Payments, the Transition Fees, and the Parties respective obligations hereunder, and in consideration of the covenants, agreements, and undertakings of the Parties under this Agreement, upon the Investor hereby irrevocably and unconditionally releases the Company Effective Date, each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, Affiliates, officers, directors, agentsshareholders, consultantsmanagers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, Affiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, attorneys, investorspermitted successors, and insurers, as applicable, together with all successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty, or otherwiseequity (collectively, under the laws “Claims”), which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, time through the Effective Date with respect to (i) the Notes (including but not limited to all transactions Date, arising out of or relating to the NotesPrior Agreements, all share issuances except for any surviving obligations under the Prior Agreements and Claims relating to the Notesrights and obligations preserved by, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, naturecreated by, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws otherwise arising out of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Transition Agreement (UpHealth, Inc.)

Mutual Release. a. So long The Parties, on behalf of themselves and on behalf of each of their respective predecessors, successors, assigns, affiliates, agents, advisors, employees, partners, members, managers, directors, officers, principals, shareholders, owners, trustees, representatives and other affiliated or related Persons (the “Releasing Parties” and each is referred to herein individually as the Company fully complies with the terms a “Releasing Party”), for good and valuable consideration, receipt and sufficiency of this Agreementwhich is hereby acknowledged, the Investor hereby irrevocably and unconditionally releases the Company release, acquit, and its pastforever discharge each other and their respective predecessors, present and future officerssuccessors, assigns, affiliates, agents, advisors, employees, partners, members, managers, directors, agentsofficers, consultantsprincipals, employeesshareholders, representativesowners, attorneystrustees, investors, representatives and insurers, as applicable, together with all successors and assigns of any of the foregoing other affiliated or related Persons (collectively, the “Company Released PartiesReleasees), of ) from and from against any and all claims, demands, charges, costs, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, rights arbitration, tax assessments, obligations, debts, expenses, attorneys’ fees, damages (including direct, indirect, special or consequential damages), judgments, sums of actionmoney, contractsaccounts, reckonings, bonds, bills, specialties, controversies, covenantsindemnities, obligationsvariances, agreementstrespasses, damagescompensation, fines, penalties, interestlosses, fees, expenses, costs, remedies, reckonings, extents, responsibilities, orders and liabilities, suitsof whatever kind or nature in law, and proceedings of whatsoever kindequity or otherwise, naturewhether now known or unknown, compulsory or descriptionpermissive, sounding in tort, contract, statutory or regulatory violation or otherwise, suspected or unsuspected, discovered or undiscovered, foreseen or unseen, vested or contingent, accrued or unaccrued, liquidated or unliquidated, asserted or unasserted, matured or unmatured, direct or indirect, vested derivative or contingentsubrogated, known individual, class, representative, or unknownother capacity (collectively, suspected “Claims”), which any Releasing Party now owns or unsuspectedholds, or has at any time heretofore owned or held, against any Releasees, in contracteach case, tort, law, equity, arising out of or otherwise, under the laws of in any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions way relating to the Notesnegotiation, all share issuances relating to terms and performance or non-performance of the NotesCollaboration Agreement, and all conversions of any related ancillary agreement, including the Notes) Supply Agreement and Quality Agreement (ii) other than the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase AgreementsTax Matters Agreement) (all of the aforementioned Claims referred to above in this paragraph 5 are collectively referred to herein as the “Investor Released Claims”). b. The Company hereby irrevocably . Notwithstanding the foregoing, nothing contained in this paragraph 5 shall release or relieve any obligations of any Releasee (as applicable), or any rights of any Releasing Party (as applicable), under this Letter Agreement. Each Party understands that there is a risk that subsequent to the execution of this Letter Agreement the claims of such Party with respect to the subject matter hereof may be discovered to be greater or less than such Party now expects or anticipates. Each Party assumes this risk and unconditionally the releases contained herein shall apply to all unknown, undiscovered, or unanticipated results, as well as those known, discovered and anticipated. Each Party expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Investor California Civil Code and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investorsanalogous statutes, and insurers, as applicable, together with all successors and assigns any law of any state or territory of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, natureUnited States, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, principle of common law, equity, or otherwise, under the laws law of any foreign jurisdiction, that the Company is similar, comparable or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning equivalent to Section 1542 of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company California Civil Code with respect to all claims and other rights released in this paragraph 5, and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)California Civil Code states as follows, 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. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Strategic Collaboration Agreement (Nektar Therapeutics)

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements and undertakings of the terms of Parties under this Termination Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investors, and insurers, as applicable, together with all permitted successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty or equity (collectively, or otherwise“Claims”), under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world throughdate of this Termination Agreement arising out of or relating to the Management Agreement, and including, the Effective Date with respect to except for (i) the Notes (including but not limited to all transactions any Claims relating to the Notesrights and obligations preserved by, all share issuances relating to the Notes, and all conversions created by or otherwise arising out of the Notes) this Termination Agreement and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any Claims made by third parties against any of the foregoing Parties. (collectivelyb) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 4, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 4. Nevertheless, the “Investor Released Parties”)Releasors intend to fully, of finally and from forever settle and release all claimsClaims that now exist, demandsmay exist or previously existed, actionsas set forth in the release contained in this Section 4, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tort, law, equity, notwithstanding the discovery or otherwise, under the laws existence of such additional or different facts. The Releasors hereby waive any jurisdiction, right or Claim that the Company might arise as a result of such different or its predecessors, legal representatives, successors additional Claims or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)facts. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination and Assignment Agreement (First Choice Healthcare Solutions, Inc.)

Mutual Release. a. So long as (a) Effective upon the Company fully complies with the terms Closing, each of this AgreementADES, the Investor hereby irrevocably for itself and unconditionally releases the Company and on behalf of its pastSubsidiaries, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectivelyincluding after Closing, the Arq Subsidiaries) (each, an Company Released PartiesADES Releasing Party”), of hereby irrevocably releases, waives and from discharges any and all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitsdefenses, affirmative defenses, setoffs, counterclaims, actions and proceedings causes of whatsoever kind, action of whatever kind or nature, which any ADES Releasing Party has, may have or descriptionmight have or may assert now or in the future against the equityholders and the officers, direct or indirectdirectors, vested or contingentemployees, known or unknowncontrolling persons, suspected or unsuspectedpartners, in contractmembers, tortmanagers, lawagents, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or and assigns, ever hadof Arq and the Arq Subsidiaries (in each case in their capacity as such) (each, now hasan “Arq Released Party”), relating to or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason arising out of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) Contemplated Transactions and (ii) the Purchase Agreements Arq Released Party’s management of, investment in, or ownership of securities of, the Arq Subsidiaries, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor ADES Released Claims”); provided, however, that nothing contained in this Section 4.12(a) shall release, waive, discharge or otherwise affect the rights or obligations of any party to the extent related to or arising out of covenants and undertakings provided in this Agreement or any of the other Ancillary Agreements or apply to any claim involving fraud. Each ADES Releasing Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, distributing or causing to be commenced, any action or proceeding of any kind against any Arq Released Party, based on any ADES Released Claim. b. The Company hereby irrevocably (b) Effective upon the Closing, Arq, for itself and unconditionally releases the Investor and on behalf of its pastAffiliates, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectivelyeach, the an Investor Released PartiesArq Releasing Party”), of hereby irrevocably releases, waives and from discharges any and all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitsdefenses, affirmative defenses, setoffs, counterclaims, actions and proceedings causes of whatsoever kind, action of whatever kind or nature, which any Arq Releasing Party has, may have or descriptionmight have or may assert now or in the future against ADES and its Subsidiaries (including the Arq Subsidiaries) and their respective Affiliates, direct officers, directors, employees, controlling persons, partners, members, managers, owners, agents, representatives, successors and assigns (in each case in their capacity as such) (each, an “ADES Released Party”), relating to or indirectarising out of the ADES Released Party’s management of, vested investment in, or ownership of securities of, ADES and its Subsidiaries, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to unknown (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Arq Released Claims”); provided, however, that nothing contained in this Section 4.12(b) shall release, waive, discharge or otherwise affect the rights or obligations of any Person to the extent related to or arising out of covenants and undertakings provided in this Agreement or any of the Ancillary Agreements, or in apply to any claim involving fraud. Each Arq Releasing Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, distributing or causing to be commenced, any action or proceeding of any kind against any ADES Released Party, based on any Arq Released Claim. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing (c) Each of Arq and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts ADES acknowledges that it currently may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor ADES Released Claims released herein arising from or the beginning of the world up to Arq Released Claims, respectively, and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursuethe release set forth in this Section 4.12 shall, file effective upon the Closing, be and remain effective in all respects notwithstanding such different or assert additional facts or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)discovery thereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Advanced Emissions Solutions, Inc.)

Mutual Release. a. So long as (a) Subject to and contingent upon the Company fully complies with occurrence of the terms Termination Date and the Holder’s receipt of the Payoff Amount, and in consideration of the covenants, agreements, and undertakings of the Parties under this Termination Agreement, each of the Investor hereby irrevocably Holder and unconditionally releases Capital One, on the Company one hand (the “Capital One Parties”) and its pastthe Company, Inspirato LLC and the Subsidiary Guarantors, on the other hand (the “Inspirato Parties”), on behalf of themselves and their respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, representativesofficers, attorneysdirectors, investorsshareholders, members, agents, permitted successors, and insurers, as applicable, together with all successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contractlaw or equity (collectively, tort“Claims”), law, equity, or otherwise, under the laws which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Termination Agreement arising out of or relating to the NotesCapital One Agreements, all share issuances except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Termination Agreement (including liabilities or obligations that expressly survive the Notes, and all conversions termination of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating Note pursuant to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”terms thereof). b. The Company hereby irrevocably (b) Each Party, on behalf of itself and unconditionally releases each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investorssubject matter of the release contained in this Section 3, and insurerswhich, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as applicableset forth in the release contained in this Section 3, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tortnotwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. The Releasors expressly, lawknowingly, equityand intentionally waive any and all rights, or otherwisebenefits, under the laws and protections of any jurisdiction, that other state or federal statute or common law principle limiting the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason scope of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)a general release. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination Agreement (Inspirato Inc)

Mutual Release. a. So long Effective as of the Company fully complies with the terms of this AgreementTermination Date, the Investor hereby irrevocably and unconditionally releases the Company Innophos and its pastAffiliates, present and future officersemployees, directors, officers, representatives, agents, consultantspredecessors, successors and assigns (collectively the “Innophos Releasing Parties”), on the one hand, and PCS and its Affiliates, employees, directors, officers, representatives, attorneysagents, investorssuccessors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released PCS Releasing Parties”), of on the other hand, hereby mutually and fully, finally and forever release, hold harmless, discharge and acquit one another and one another’s equity holders, irrevocably and unconditionally, of, from and with respect to any and all claims, demandsaccounts, actions, agreements, causes of action, rights of actioncharges, claims, complaints, contracts, controversiescosts, counterclaims, covenants, damages, debts, defenses, demands, duties, expenses, fees, injuries, interest, judgments, liabilities, losses, obligations, agreements, damages, penalties, interestpromises, fees, expenses, costsreimbursements, remedies, reckoningsrights, extentssums of money, responsibilitiessuits and torts, liabilitiesof any kind or character whatsoever, suitsbased upon any fact or circumstance, and proceedings of whatsoever kindwhether at law, nature, in equity or descriptionotherwise, direct or indirect, vested fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, suspected matured or unsuspectedunmatured, in contractabsolute or contingent, tort, law, equity, determined or otherwise, under the laws of any jurisdictiondeterminable, that the Investor Innophos Releasing Parties or the PCS Releasing Parties, or anyone claiming through or under them, had, has or may have had arising out of, or relating to, the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum) or the existing Services Agreement (collectively, “Claims”); provided, that if a third party (including any government authority) other than one affiliated with a PCS Releasing Party or an Innophos Releasing Party brings a claim against an Innophos Releasing Party or a PCS Releasing Party, then such Innophos Releasing Party or PCS Releasing Party may bring an indemnification claim against the other party to the extent such third party claim relates to a purported violation of environmental Law caused by such other party or its predecessorsAffiliates; provided, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, further that the PCS Releasing Parties and Innophos Releasing Parties agree that neither the Innophos Releasing Parties nor the PCS Releasing Parties shall be permitted to bring any claim against the Company Released Parties forother party for liabilities or costs incurred or to be incurred in connection with claims or allegations by the United States Environmental Protection Agency (“USEPA”) or Louisiana Department of Environmental Quality (“LDEQ”) against any PCS Releasing Party or any Innophos Releasing Party in connection with the USEPA’s RCRA enforcement initiative directed against the phosphoric acid industry (titled “National Enforcement Initiative: Reducing Pollution from Mineral Processing Operations”, uponwherein the PCS Geismar Plant was inspected by the USEPA on February 9-13, or 2004, and on April 4, 2005, resulting in a Resource Conservation Recovery Act (“RCRA”) Compliance Evaluation Inspection Report dated April 20, 2005, and the Innophos Geismar Plant was inspected on February 10-13, 2004, resulting in a Compliance Evaluation Inspection Report dated May 5, 2005), including any settlement by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to PCS Releasing Parties or Innophos Releasing Parties (ior each of their respective Affiliates) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of claims or allegations made by USEPA as part of the Notes) and RCRA enforcement initiative (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Mutually Released Claims”). b. The Company hereby irrevocably . Both the Innophos Releasing Parties and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns PCS Releasing Parties represent that they have made no assignment or transfer of any Mutually Released Claim. Effective as of Termination Date, the Innophos Releasing Parties and the PCS Releasing Parties irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any Mutually Released Claim, or commencing, instituting or causing to be commenced, any Proceeding of any kind against the other based upon any matter purported to be released hereby. Effective as of the foregoing (collectivelyTermination Date, the Innophos Releasing Parties and PCS Releasing Parties further irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any claim of any sort against the other relating to this Agreement; provided that (subject to Section 8.3) until the date that is 12 months from the Termination Date, the Parties shall be permitted to bring claims for (w) breach of representation or warranty indemnifiable pursuant to Section 9.1 (Investor Released PartiesRepresentation Claims”), (x) failure to pay the amounts owed under Sections 2.4, 4.2(a), 4.3 or 5.2 and (y) failure to comply with Sections 3.4 or 5.2(b)(i) of this Agreement (the claims referenced in clauses (x) and from all claims(y), demands“Covenant Claims”) and (z) failure to comply with Section 10.2(b) hereof (claims referenced in clause (z), actions“Further Assurance Claims”); provided, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdictionfurther, that following the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever date that is 12 months from the beginning Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Representation Claims and Covenant Claims and following the date that is 24 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Further Assurance Claims. Notwithstanding the foregoing, if a claim is properly asserted under this Agreement prior to the expiration of the world throughapplicable survival period set forth in this Section 8.1, then the applicable representation, warranty, covenant or agreement relating to such claim and including, the Effective Date applicable Party’s indemnification obligations under Section 9.1 with respect thereto shall survive solely for purposes of such claim until the final resolution thereof. The Parties acknowledge, understand and agree that the foregoing release and covenant not to (i) ▇▇▇ shall not adversely affect a Party’s ability to, directly or indirectly, assert or enforce any claim after the Notes (including but not limited to all transactions date hereof relating to the NotesTransitional PPA Supply Agreement, all share issuances relating to the NotesNew MGA Supply Agreement, and all conversions New PPA Supply Agreement, New Services Agreement, MGA Tank Lease, Rail Spur Agreement, Parking Lot Lease Agreement, Steam Boiler ▇▇▇▇ of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all Sale, Sulfuric Acid Tank ▇▇▇▇ of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intentSale, even though the Investor recognizes that someday it might learn that some Track Mobile ▇▇▇▇ of Sale, Sulfuric Acid Supply Agreement, Raw River Water System ▇▇▇▇ of Sale or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Servitude Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination Agreement (Innophos Holdings, Inc.)

Mutual Release. a. So long as Expect for the Company fully complies with obligations and rights expressly set forth and reserved in Paragraph 13 of this Agreement, in consideration of the terms recitals, covenants and agreements set forth in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, upon the Effective Date of this Agreement, the Investor hereby irrevocably Parties and unconditionally releases the Company Additional Released Parties, for and its past, on behalf of themselves and their present and future agents, successors, beneficiaries, heirs, assigns, subsidiaries, and any and all other persons who could claim through him/her/it (collectively, the “Releasors”) do hereby unconditionally, irrevocably, forever and fully release, acquit, and forever discharge each Party and Additional Released Parties hereto and its/their predecessors, principals, parents, heirs, successors, assigns, subsidiaries, affiliates, commonly controlled entities, companies, enterprises, ventures, partners, insurers, investors, attorneys, officers, shareholders, directors, agents, consultantsrepresentatives, employees, clients, administrators, executors, personal representatives, attorneys, investorsheirs or successors in interest and assigns, and insurers, as applicable, together with all successors and assigns each of any of the foregoing them (collectively, the “Company Released Partiesreleasees”), of and from any and all claims, demands, actions, causes of action, rights of actionsuit, contractsliens, controversies, covenantsdebts, obligations, promises, agreements, costs, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings judgements of whatsoever any kind, nature, or descriptionamount whether in law or equity, direct or indirect, vested or contingent, whether known or unknown, suspected anticipated or unsuspectedunanticipated, in contractliquidated or unliquidated, tort, law, equity, or otherwise, under the laws of including any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, claimed or unclaimed compensatory damages, penaltiesconsequential damages, interest, fees, expenses, costs, remediesexpenses and fees (including reasonable or actual attorneys’ fees) which were or could have been raised in, reckoningsarise out of, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, naturerelate to, or descriptionin any way, direct directly or indirectindirectly, vested or contingentinvolve the Action, known or unknownthe Parcels, suspected or unsuspected, in contract, tort, law, equityprior disputes, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited unnamed parties related to all transactions relating disputes resolved herein. It is the intention and effect of this release to the Notes, discharge all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is Releasors have against the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world Releasees up to until and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)this Agreement. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement

Mutual Release. a. So long as (a) In consideration of the Company fully complies with covenants, agreements, and undertakings of the terms of Parties under this Termination Agreement, the Investor hereby irrevocably and unconditionally releases the Company each Party, on behalf of itself and its past, respective present and future former parents, subsidiaries, affiliates, officers, directors, agentsshareholders, consultantsmembers, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, attorneys, investorspermitted successors, and insurers, as applicable, together with all successors and permitted assigns of any of the foregoing (collectively, the Company Released PartiesReleasees), ) of and from any and all claims, demands, actions, causes of action, rights suits, losses, liabilities, rights, debts, dues, sums of actionmoney, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, covenantsagreements, obligationspromises, agreementsvariances, trespasses, damages, penalties, interest, fees, expenses, costs, remedies, reckoningsjudgments, extents, responsibilitiesexecutions, liabilities, suitsclaims, and proceedings demands, of whatsoever kindevery kind and nature whatsoever, nature, or description, direct or indirect, vested or contingent, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, equityadmiralty, or otherwiseequity (collectively, under the laws “Claims”), which any of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, such Releasors ever had, now hashave, or hereafter can, shall, or may have, have against the Company Released Parties any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions date of this Termination Agreement arising out of or relating to the NotesAgreement, all share issuances except for any Claims relating to the Notesrights and obligations preserved by, and all conversions created by, or otherwise arising out of the Notes) and (ii) the Purchase Agreements this Termination Agreement (including but not limited to all transaction documentation relating to any surviving indemnification obligations under the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”Agreement). b. The Company hereby irrevocably (b) Each Party, on behalf of itself and unconditionally releases each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investorssubject matter of the release contained in this Section 3, and insurerswhich, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as applicableset forth in the release contained in this Section 3, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in contracteffect as a complete release, tort, law, equity, notwithstanding the discovery or otherwise, under the laws existence of such additional or different facts. The Releasors hereby waive any jurisdiction, right or Claim that the Company might arise as a result of such different or its predecessors, legal representatives, successors additional Claims or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”)facts. c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination Agreement (Aurora Acquisition Corp.)

Mutual Release. a. So long as In consideration of and subject to the Company fully complies with the terms of promises made in this Settlement Agreement, the Investor hereby irrevocably Lonza, Regenicin and unconditionally releases the Company Amarantus, individually and its pasttogether on behalf of their respective direct and indirect parent and subsidiary companies, affiliates, predecessors (including Regenicin as a predecessor to Amarantus), successors, assigns, and each of their respective past and present and future officers, directors, agents, consultantsstockholders, employees, representativesagents, heirs, executors, administrators, insurers, attorneys, investorsand consultants, and all persons or entities taking by, through, or under them (each an “Affiliate” and collectively, “Affiliates”), hereby release, acquit, covenant not to s▇▇ and forever discharge each other and each other’s Affiliates, and their or their Affiliates’ respective directors, officers, employees, agents, attorneys, insurers, as applicablealiases, together with all successors affiliates and assigns of any of the foregoing (collectively, the “Company Released Parties”)consultants, of and from any and all claims, counterclaims, demands, actionsjudgments, causes of actionliabilities, rights of actiondamages, costs, including attorneys’ fees, losses, accounts, bonds, bills, covenants, contracts, controversies, covenants, obligations, agreements, damagespromises, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suitscomplaints, and proceedings causes of whatsoever kindaction of whatever kind or character, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected at law or unsuspected, in contract, tort, law, equity, or otherwisewhich Lonza, under the laws of any jurisdictionAmarantus and/or Regenicin have, that the Investor or its predecessors, legal representatives, successors or assignsmay have, ever had, now has, or hereafter can, shall, or may havein the future have against each other arising from or related to the Action, against the Company Released Parties forincluding all Claims and Counterclaims that were asserted or could have been asserted therein. This Mutual Release expressly includes, uponbut is not limited to any claims, whether known or by reason of any matterunknown, causeasserted or unasserted, or thing whatsoever from the beginning of the world throughrelating to, and including, the Effective Date with respect to (i) the Notes Know-How License, and/or (including but not limited ii) Regenicin’s claim of right, title, interest in and/or ownership of Cutanogen and/or the Product, (iii) the Know-How License and Stock Purchase Agreement, dated June 30, 2009, between LWI and Vectoris Pharma LLC (the “Vectoris Agreement”) and/or (iv) claims relating to all transactions Lonza’s and/or Cutanogen’s intellectual property, manufacturing rights and know-how technology; (v) claims related to Lonza’s right to any payments due from Regenicin; and/or (vi) claims for attorneys’ fees and/or costs relating to the NotesAction, all share issuances to Regenicin’s Offer of Judgment filed in the Action and/or relating to the Notes, and all conversions negotiation and/or settlement of the Notes) and (ii) Action. Notwithstanding the Purchase Agreements (including but foregoing, the Mutual Release set forth herein shall not limited to all transaction documentation relating include any claims Amarantus or Lonza may have pursuant to the Purchase Agreements) Option Agreement between Amarantus and Lonza, as amended (all of the aforementioned are collectively referred to as the “Investor Released ClaimsOption Agreement”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Amarantus Bioscience Holdings, Inc.)

Mutual Release. a. So long as In consideration of the Company fully complies with provisions hereof, each of the terms Parties, for and on behalf of this Agreement, the Investor hereby irrevocably and unconditionally releases the Company itself and its pastattorneys, present and future officers, directors, agents, consultantsshareholders, employees, representatives, attorneysagents, investorspredecessors, successors, assigns, Affiliates, subsidiaries and insurers, as applicable, together with all successors and assigns of any of the foregoing related entities (collectively, the “Company Releasing Parties”), does hereby agree to unconditionally and irrevocably waive, remise, acquit, satisfy, release and forever discharge the other Parties, and their respective attorneys, officers, directors, shareholders, employees, representatives, agents, predecessors, successors, assigns, Affiliates, subsidiaries and related entities (collectively, the “Released Parties”), of and from any and all claims, demands, dues, sums of money, reckonings, bonds, bills, specialties, agreements, contracts, covenants, actions, suits, causes of action, rights of action, contractsobligations, controversies, covenantspromises, obligationsvariances, agreementstrespasses, executions, debts, costs, expenses, accounts, damages, penaltiesjudgments, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, losses and liabilities, suits, and proceedings of whatsoever kind, whatever kind or nature, in law, equity or descriptionotherwise, direct or indirect, vested or contingent, whether known or unknown, suspected whether or unsuspectednot concealed or hidden, in contractabsolute or contingent, tortliquidated or unliquidated, lawwhich any of the Releasing Parties, equityhad, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever may have had, now has, have or hereafter can, shall, shall or may havehave against each of the Released Parties, against the Company Released Parties for, upon, for upon or by reason of any matter, cause, cause or thing whatsoever relating to or otherwise associated with the Venture, from the beginning of the world throughuntil and including the time and date hereof. Notwithstanding the foregoing, and including, the Effective Date with respect nothing herein shall be deemed to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of release any of the foregoing Released Parties from any of the obligations of the Released Parties (collectively, or any claims arising by virtue of the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws Parties breach of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (isuch obligations) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with under the terms of this Agreement, . Each of the Investor agrees Releasing Parties represents that it will has not pursuepreviously sold, file transferred, conveyed, exchanged, or assert or permit to be pursued, filed or asserted otherwise disposed of any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will claims it seek or in may have against any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date)Parties. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Settlement Agreement (Yak Communications Inc)

Mutual Release. a. So long (a) Effective as of the Company fully complies with later of the terms Closing and the Delivery Date, to the fullest extent permitted by applicable Law, each of this AgreementSeller and [***], the Investor hereby irrevocably and unconditionally releases the Company on behalf of itself, and its past, present respective affiliates and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all their respective successors and assigns of any of the foregoing (collectively, the “Company Released Seller Releasing Parties”), hereby fully, irrevocably and unconditionally releases, acquits and forever discharges Buyer and its affiliates (including, from and after the Closing, all of Buyers subsidiaries, including the Company) and their respective current and former direct and indirect equityholders, controlling persons, directors, officers, employees, agents, Representatives, members, managers, general or limited partners, or assignees (or any former or current equityholder, controlling Person, director, officer, employee, agent, representative, member manager, general or limited partner, or assignee of any of the foregoing) (collectively, the “Buyer Released Parties”) from any and all claims, demands, manner of actions, causes of action, rights of action, contracts, controversies, covenantsclaims, obligations, agreementsdemands, damages, penalties, interest, feescosts, expenses, costscompensation or other relief, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected matured or unsuspectedunmatured, foreseen or unforeseen, whether in contract, tort, law, equity, law or equity or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now such Seller Releasing Party has, or hereafter can, shallhad, or may have, in any capacity, against any Buyer Released Party, whether directly or derivatively through another Person, arising contemporaneously with or prior to the transactions contemplated by this Agreement on account of, arising out of or related to any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the later of the Closing and the Delivery Date arising out of or related to the Company and its officers, directors and Representatives or the transactions contemplated by this Agreement, including under (x) the Prior Transaction Documents and (y) the Delaware Action (the “Seller Released Parties forClaims”); provided, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to that Seller Released Claims shall not include (i) the Notes (including but not limited to all transactions relating to the Notesrights of any Seller Releasing Party set forth in or arising under any provisions of this Agreement or any Transaction Document, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) any claim for Fraud, (iii) any matters that cannot be released as a matter of Law, (iv) the Purchase Agreements right of any Seller Releasing Party to defend against, oppose or otherwise respond to any claim, Action or proceeding asserted against it by any Person, including by asserting defenses, rights of setoff, recoupment or compulsory counterclaims, (vi) any professional malpractice claims that Seller or [***] may have against its lawyers and (vii) any Action against a third party (excluding Buyer and its affiliates) in respect of the Specified Excluded Assets; provided, further, that the Seller Released Claims shall include any rights to indemnification, limitation of liability, exculpation or advancement of expenses to which a Seller Released Party is or may be entitled to from Buyer or any of its subsidiaries (including but the Company) pursuant to any organizational documents of any such Person or any similar agreement with any such Person. In furtherance of the foregoing, each Seller Releasing Party hereby waives and agrees not limited to all transaction documentation relating assert any rights under any Law to the Purchase Agreementseffect that a general release does not extend to claims that the creditor does not know or suspect at the time of executing the release, including Section 1542 of the California Civil Code. (b) Effective as of the later of the Closing and the Delivery Date, to the fullest extent permitted by applicable Law, Buyer, on behalf of itself and its affiliates (including, from and after the Closing, all of Buyer’s subsidiaries, including the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor Company) and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all their respective successors and assigns of any of the foregoing (collectively, the “Investor Released Buyer Releasing Parties”), hereby fully, irrevocably and unconditionally releases, acquits and forever discharges Seller and [***], and each of its affiliates and their respective current and former direct and indirect equityholders, controlling persons, directors, officers, employees, agents, Representatives, members, managers, general or limited partners, or assignees (or any former or current equityholder, controlling Person, director, officer, employee, agent, representative, member manager, general or limited partner, or assignee of any of the foregoing) (collectively, the “Seller Released Parties”) from any and all claims, demands, manner of actions, causes of action, rights of action, contracts, controversies, covenantsclaims, obligations, agreementsdemands, damages, penalties, interest, feescosts, expenses, costscompensation or other relief, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, whether known or unknown, suspected matured or unsuspectedunmatured, foreseen or unforeseen, whether in contract, tort, law, equity, equity or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now such Buyer Releasing Party has, or hereafter can, shallhad, or may have, in any capacity, against any Seller Released Party, whether directly or derivatively through another Person, arising contemporaneously with or prior to the Investor Released Partiestransactions contemplated by this Agreement on account of, forarising out of or related to any act, uponomission, or by reason of any transaction, matter, cause, cause or thing whatsoever from the beginning of the world through, and including, the Effective Date event occurring contemporaneously with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective later of the Closing and the Delivery Date arising out of or related to the Company and its officers, directors and Representatives or the transactions contemplated by this Agreement, including under (whether known or unknown to it x) the Prior Transaction Documents and including any continuing effects (y) the Delaware Action (the “Buyer Released Claims”); provided, that Buyer Released Claims shall not include (i) the rights of any acts Buyer Releasing Party set forth in or practices prior arising under any provisions of this Agreement or any Transaction Document, (ii) any claim for Fraud, (iii) any matters that cannot be released as a matter of Law, (iv) the right of any Buyer Releasing Party to defend against, oppose or otherwise respond to any claim, action or proceeding asserted against it by any Person, including by asserting defenses, rights of setoff, recoupment or compulsory counterclaims and (v) any actions, causes of action, claims, obligations, demands, damages, costs, expenses, compensation or other relief that may relate to or arise from any third-party claim made or asserted against Buyer or any of its affiliates (including, after the Closing, the Company), including its or their respective Representatives, from any Person. In furtherance of the foregoing, each Buyer Releasing Party hereby waives and agrees not to assert any rights under any Law to the Effective Date)effect that a general release does not extend to claims that the creditor does not know or suspect at the time of executing the release, including Section 1542 of the California Civil Code. f. The Company agrees that it will not pursue(c) For purposes of this Agreement, file or assert or permit “Fraud” means intentional common law fraud under Delaware law with respect to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek the making of the express representations and warranties contained in this Agreement or in any way obtain other Transaction Document or accept any such relief in any civil actioncertificate delivered hereunder or thereunder; provided, suit for the avoidance of doubt, that in no event will “Fraud” include any claim for constructive fraud, equitable fraud, unfair dealings fraud or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and promissory fraud, reckless or negligent misrepresentation or omission (including the Effective Date (whether known a claim for fraud based on recklessness or unknown to it and including any continuing effects of any acts or practices prior to the Effective Datenegligence).

Appears in 1 contract

Sources: Stock and Asset Purchase Agreement (Exodus Movement, Inc.)

Mutual Release. a. So long as (a) As of the Company date hereof, MGIC, on behalf of itself and each of its successors, subsidiaries, controlled affiliates, divisions, and assignees (the “MGIC Releasors”) does, to the fullest extent permitted by law, hereby fully complies with the terms release, forever discharge and covenant not to ▇▇▇ Radian, any of this Agreementits successors, the Investor hereby irrevocably subsidiaries, affiliates, divisions, or assignees, and unconditionally releases the Company and its past, present and future any of their respective officers, directors, agents, consultants, employees, representatives, agents, financial advisors, auditors, attorneys, investorsheirs, administrators, devisees or legatees (collectively the “Radian Releasees”) (it is understood that neither C-Bass nor ▇▇▇▇▇▇▇ nor any of their respective officers or employees are MGIC Releasors or Radian Releasees), of, from, and insurerswith respect to, as applicable, together with any and all successors and assigns manner of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demandsrights, actions, causes of action, rights suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, contractsmature or unmatured, controversiescontingent or fixed, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, liquidated or description, direct or indirect, vested or contingentunliquidated, known or unknown, suspected accrued or unsuspectedunaccrued, which MGIC Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Radian Releasees or any of them, in contractconnection with, tort, law, equityarising out of or which are in any way related to the Merger Agreement, or otherwiseany duties, under actions, omissions, commitments, agreements, transactions, statements, or representations made to the laws MGIC Releasors in connection with the Merger, which include any actions taken prior to the date hereof in connection with the proposed dispositions of any jurisdictionC-Bass and ▇▇▇▇▇▇▇ or the liquidity crisis involving C-Bass; provided, however, that the Investor nothing herein shall be deemed to constitute a release, discharge or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date covenant not to ▇▇▇ with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement out of (i) the Notes (including but not limited to all transactions relating to the Notesthis Agreement, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements Confidentiality Agreement, (including but not limited to all transaction documentation relating iii) the Fourth Amended and Restated Limited Liability Company Agreement of C-Bass, effective June 30, 2003, (iv) the Fifth Amended and Restated Limited Liability Company Agreement of C-Bass, effective July 1, 2006 to the Purchase extent such Limited Liability Company Agreement is legally effective, (v) the Fourth Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇, dated as of July 1, 2006 (the “▇▇▇▇▇▇▇ L.L.C. Agreement"), (vi) the JDA, (vii) the Clean Team Procedures, or (viii) the Clean Team Confidentiality Agreements) (all . For the avoidance of doubt, the Parties acknowledge that none of the aforementioned are collectively referred limited liability company agreements specified in clauses (iii)-(v) in the immediately preceding sentence is related to as the Merger. (b) As of the date hereof, Radian, on behalf of itself and each of its successors, subsidiaries, controlled affiliates, divisions, and assignees (the “Investor Released ClaimsRadian Releasors”). b. The Company , does, to the fullest extent permitted by law, hereby irrevocably fully release, forever discharge and unconditionally releases the Investor covenant not to ▇▇▇ MGIC and any of its pastparents, present successors, subsidiaries, affiliates, divisions, or assignees, and future any of their respective officers, directors, agents, consultants, employees, representatives, agents, financial advisors, auditors, attorneys, investorsheirs, and insurersadministrators, as applicable, together with all successors and assigns of any of the foregoing devisees or legatees (collectively, the “Investor Released PartiesMGIC Releasees) (it is understood that neither C-Bass nor ▇▇▇▇▇▇▇ nor any of their respective officers or employees are Radian Releasors or MGIC Releasees), of, from, and with respect to, any and all manner of and from all claims, demandsrights, actions, causes of action, rights suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, contractsmature or unmatured, controversiescontingent or fixed, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, liquidated or description, direct or indirect, vested or contingentunliquidated, known or unknown, suspected accrued or unsuspectedunaccrued, which the Radian Releasors ever had or now have or can have or shall or may hereafter have against the MGIC Releasees or any of them, in contractconnection with, tort, law, equityarising out of or which are in any way related to the Merger Agreement, or otherwiseany duties, under actions, omissions, commitments, agreements, transactions, statements, or representations made to the laws Radian Releasors in connection with the Merger, which include any actions taken prior to the date hereof in connection with the proposed dispositions of any jurisdictionC-Bass and ▇▇▇▇▇▇▇ or the liquidity crisis involving C-Bass; provided, however, that the Company nothing herein shall be deemed to constitute a release, discharge or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date covenant not to ▇▇▇ with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement out of (i) the Notes (including but not limited to all transactions relating to the Notesthis Agreement, all share issuances relating to the Notes, and all conversions of the Notes) and (ii) the Purchase Agreements Confidentiality Agreement, (including but not limited to all transaction documentation relating iii) the Fourth Amended and Restated Limited Liability Company Agreement of C-Bass, effective June 30, 2003, (iv) the Fifth Amended and Restated Limited Liability Company Agreement of C-Bass, effective July 1, 2006 to the Purchase extent such Limited Liability Company Agreement is legally effective, (v) the Fourth Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇, dated as of July 1, 2006, (vi) the JDA, (vii) the Clean Team Procedures, or (viii) the Clean Team Confidentiality Agreements) (all . For the avoidance of doubt, the Parties acknowledge that none of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief limited liability company agreements specified in clauses (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceedingiii)-(v) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior immediately preceding sentence is related to the Effective Date)Merger. f. The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date).

Appears in 1 contract

Sources: Termination and Release Agreement (Radian Group Inc)