Mutual Releases Sample Clauses
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Mutual Releases. (a) Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Hexion Parties on behalf of themselves and each of their parents, affiliates, predecessors, successors and assigns, and on behalf of each of their respective current and former officers, directors, managers, members, employees, agents and other representatives in their capacities as such (collectively, the “Hexion Releasors”), hereby release, acquit, and forever discharge the Huntsman Parties, the Huntsman Family Shareholders and each of their parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the “Huntsman Releasees”) and the Apollo Parties and their respective parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, managers, members, partners, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the “Apollo Releasees”), from any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions and demands whatsoever, at law, in equity or otherwise, which the Hexion Releasors, or any of them, now or hereafter can, shall or may have against the Huntsman Releasees and/or the Apollo Releasees, or any of them, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Hexion Releasors and either the Apollo Releasees or the Huntsman Releasees. The claims released by the Hexion Releasors against the Apollo Releasees pursuant to this paragraph include but are not limited to any and all claims that the Hexion Releasors may have against ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and rights of contribution that the Hexion Releasors may have against ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ arising from the Huntsman Shareholder Action. The Hexion Releasors also acknowledge that nothing contained in this Agreement shall in any way negate or reduce or otherwise affect the rights of indemnification of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any o...
Mutual Releases. (a) In consideration of the delivery of the Company Stock and the payment of the Purchase Price, the Seller and his heirs, successors and assigns, on the one hand, and Buyer and each of it subsidiaries and all of their respective officers, directors, and employees, on the other hand (collectively, the "RELEASERS"), hereby fully, finally and unconditionally and forever release, discharge and forgive, the other Releasers and all of their heirs, successors and assigns, from any and all claims, allegations, complaints, proceedings, charges, actions, causes of action, demands, debts, covenants, contracts, liabilities or damages of any nature whatsoever, whether now known or claimed, to whomever made, which they had, have or may have against the other Releasers for or by reason of any cause, nature or thing whatsoever, up to the effective date of this Agreement, known or unknown; PROVIDED, HOWEVER, that nothing in this paragraph 7(a) shall affect, impair or release or discharge any claim arising under or in connection with this Agreement.
(b) As of the date of, and upon execution of this Agreement and its waiver and release of all claims, the Releasers covenant, represent and warrant each to the other that they have not asserted and will not assert, threaten or commence any claim, allegation, action, complaint or proceeding against the other Releasers or any of them by reason of any cause, matter or thing released pursuant to Section 7(a). If any Releaser should, after the execution of the Agreement make, pursue, prosecute, or threaten to make any claim or allegation, or pursue or commence or threaten to commence any claim, action, complaint or proceeding against the other, or any of them, for or by reason of any cause, matter or thing whatsoever released pursuant to Section 7(a), this Agreement may be raised as, and shall constitute, a complete bar to any such claim, allegation, action, complaint or proceeding, and the party against whom any such claim is asserted shall be entitled to recover from the other party all reasonable costs incurred by virtue of defending same, including reasonable attorneys' fees and expenses, without altering or diminishing the effectiveness of the release provisions provided under Section 7(a); PROVIDED, HOWEVER, that nothing in this Section 7(b) shall limit any Releaser, individually or collectively, from bringing any claim arising under or in connection with this Agreement. Each Releaser represents that, as of the date hereof, th...
Mutual Releases. In consideration of the covenants contained in this Agreement, including, without limitation, RVI’s agreements with respect to the Pension Plan pursuant to paragraph 2 of this Agreement, and other good and valuable consideration (receipt and sufficiency of which is hereby acknowledged) on the Effective Date:
(i) the Debtors, their estates, the Committee, and any party that may acquire standing to prosecute estate claims on their behalf (the “Debtor Releasors”) shall be deemed to forever release RVI and DSW and their officers, directors, agents, attorneys and employees and the ▇▇▇▇▇▇▇ Releasees (as hereinafter defined) (collectively, the “RVI/DSW Releasees”) from any and all claims and causes of action of any nature whatsoever, including, without limitation, any and all claims pursuant to Chapter 5 of the Bankruptcy Code, that the Debtor Releasors may have against the RVI/DSW Releasees;
(ii) the RVI/DSW Releasees shall be deemed to forever release the Debtor Releasors from any and all claims and causes of action that the RVI/DSW Releasees may have against the Debtor Releasors, except with respect to those claims allowed herein; and
(iii) to the extent approved by the Bankruptcy Court in the context of a Chapter 11 plan of liquidation or reorganization to be proposed in the Debtors’ Chapter 11 cases, to the extent a creditor votes in favor of any plan of liquidation or reorganization proposed by the Debtors and/or the Committee (the “Plan”), or to the fullest extent permitted by law, such creditor shall be deemed to forever release the RVI/DSW Releasees from any and all claims and causes of action that such creditor may have against the RVI/DSW Releasees related to the prepetition and postpetition conduct of the Debtors’ business and the Debtors’ Chapter 11 cases; provided, however, that the foregoing releases shall not limit the rights of any party to enforce the terms of this Agreement. Approval of the release provided in paragraph 9(iii) of this Agreement shall not serve as a condition precedent to the effectiveness of the RVI/DSW Settlement, provided that the Debtors and the Committee shall cooperate in good faith and use their best efforts to obtain such approval. The releases provided under this paragraph 9 shall apply to all rights arising from or pursuant to Chapter 5 of the Bankruptcy Code; for the avoidance of doubt, claims against RVI and/or DSW, including under Chapter 5 of the Bankruptcy Code, shall not be used to offset RVI Claims and/or DSW Cl...
Mutual Releases. Each Seller, for himself or herself and his or her Affiliates, heirs, personal representatives, successors and assigns on the one hand, and the Company, for itself and Buyer and their Affiliates, agents, successors and assigns on the other hand (collectively, the “Releasors”), hereby forever fully and irrevocably releases and discharges each other and each others’ subsidiaries, parent and their respective successors, directors, officers, employees, agents, and representatives (collectively, the “Released Parties”) from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, Contracts, controversies, promises, judgments, Liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) which the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist or may hereafter accrue based on matters now unknown as well as known (collectively, the “Released Claims”), provided that Released Claims shall not include claims arising out of the breach or alleged breach of this Agreement or any other Transaction Documents or claims resulting from the fraud of any of the Released Parties. The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Released Claim. This release shall be effective as of the consummation of the Closing.
Mutual Releases. (a) Each of Lucid Diagnostics and LucidDx Labs, on behalf of itself, their respective affiliates, and its and their respective affiliates’ officers, directors, successors or assigns, licensees, agents, employees and all those acting under their direction or pursuant to their control (collectively, the “Lucid Release Parties”), releases and discharges ResearchDx, its affiliates and its and its affiliates’ officers, directors, successors or assigns, licensees, agents, employees and all those acting under their direction or pursuant to their control (the “ResearchDx Release Parties”), from any and all actions, causes of action, rights of action, damages, suits, notes, debts, costs, sums of money, obligations, accounts, liabilities, covenants, contracts, controversies, agreements, promises, losses, damages, judgments, claims, and demands whatsoever (collectively, “Claims”), whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law or equity, that any of the Lucid Release Parties has, owns or holds, or might have had, owned or held, whether individually, representatively, derivatively or in any other capacity, from the beginning of the world to the Effective Date, arising from or otherwise related to the Management Services Agreement or the termination thereof.
(b) ResearchDx, on behalf of itself and each of the other ResearchDx Release Parties, releases and discharges each of the Lucid Release Parties from any and all Claims, whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law or equity, that any of the ResearchDx Release Parties has, owns or holds, or might have had, owned or held, whether individually, representatively, derivatively or in any other capacity, from the beginning of the world to the Effective Date, arising from or otherwise related to the Management Services Agreement or the termination thereof.
(c) The foregoing mutual releases shall not release any Claims (i) to enforce this Agreement or (ii) that may arise from or otherwise be related to the Asset Purchase Agreement Lease Agreement; provided that it is agreed and understood that the foregoing mutual releases shall release any Claims in respect of the Asset Purchase Agreement related to Earnout Payments or Minimum Quarterly Payments.
Mutual Releases. Subject to the terms and conditions of this Agreement, each Party, as of the Effective Date, knowingly, voluntarily, irrevocably, unconditionally and forever releases, remises, acquits, and discharges the other Party, its subsidiaries, its affiliates, and each of their directors, officers, representatives, employees, professionals, agents, assigns and successors in interest, from any and all claims, causes of action, suits, debts, obligations, liabilities, demands, losses, costs and expenses (including professional fees and expenses) of any and every kind, character, nature and description whatsoever, whether in law or equity, filed or unfiled, known or unknown, asserted or unasserted, express or implied, foreseen or unforeseen, suspected or unsuspected, liquidated or unliquidated, and/or fixed or contingent, in connection with, arising out of, or relating to the trademarks, trade names or disputes respecting web domain names that arose or could have been raised prior to the date of this Agreement, including but not limited to any such claims that were raised or could have been raised in the actions and pleadings identified in Section 8 of this Agreement (collectively, the “Released Claims”). For the avoidance of doubt, notwithstanding anything herein contained, (a) Tropicana Entertainment does not release and reserves and preserves, inter alia, any and all: (i) of its Unresolved Claims (as defined in that certain Agreement dated as of July 1, 2009 by and between the Liquidating LandCo Debtors and the OpCo Debtors) that are not Released Claims and the claims asserted in the “OpCo Intercompany Claims Statement” transmitted to TLV on August 14, 2009 that are not Released Claims, and (ii) claims arising from and after June 30, 2009 that are not in connection with, do not arise out of, and do not relate to the trademarks, trade names, or disputes respecting web domain names, and TLV reserves and preserves all rights, defenses, and counterclaims related thereto; and (b) TLV does not release and reserves and preserves, inter alia, any and all: (i) of its Unresolved Claims that are not Released Claims, and (ii) claims arising from and after March 8, 2010 that are not in connection with, do not arise out of, and do not relate to the trademarks, trade names, or disputes respecting web domain names, and Tropicana Entertainment reserves and preserves all rights, defenses, and counterclaims related thereto.
Mutual Releases. (a) Except for an entitlement to a TOP Rebate under clause 5.4, the Access Holder releases ARTC from any Claims it may have, or Liability incurred by the Access Holder, however arising (including under this agreement, in tort including negligence, or for breach of any statutory duty), relating to:
(i) Incidents;
(ii) a Path Usage or any part of a Train Path not being made available or an Operator’s Train is not delivered on time to its ultimate or intermediate destination in accordance with the Daily Train Plan;
(iii) the use of, or failure to use, Path Usages by the Operator under the Operator Sub-Agreement;
(iv) an Operator complying with the terms of its Operator Sub- Agreement, including complying with Instructions and directions from ARTC;
(v) any breach by an Operator of the Operator Sub-Agreement as endorsed by the Access Holder;
(vi) any breach of this agreement which directly or indirectly causes ARTC to fail to make a Path Usage or Train Path available to the Access Holder (including clauses 4, 8 and 9); or
(vii) ARTC relying on any information provided by, or recommendation or opinions, of the HVCCC under clauses 11.5, 11.6, 16.3, 16.4, 16.6 or clause 4 of the Train Path Schedules; unless:
(viii) the event giving rise to the Liability is caused by the fraudulent or Wilful Misconduct of ARTC; or
(ix) the particular Claim is not able to be excluded or limited pursuant to the provisions of any legislation.
(b) To avoid doubt, clause 13.1(a) does not prevent the Access Holder from seeking equitable non-monetary relief, including an injunction or declaration, in relation to a breach or anticipated breach of this agreement by ARTC except that such relief cannot include any form of damages or monetary compensation for a failure to provide a Path Usage or an obligation on ARTC to make a replacement Path Usage available.
(c) ARTC releases the Access Holder from:
(i) any Claims ARTC may have; or
(ii) Liability incurred by ARTC, relating to Incidents unless:
(iii) the event giving rise to the Liability is caused by the fraudulent or Wilful Misconduct of the Access Holder; or
(iv) the particular Claim is not able to be excluded or limited pursuant to the provisions of any legislation. To avoid doubt, this release does not apply to an Operator (whether or not it is acting as agent of the Access Holder) or any guarantor of an Operator.
Mutual Releases. (a) Provider together with its subsidiaries, affiliates, officers, directors, shareholders, employees, agents, attorneys, representatives, successors and assigns ("Provider Releasor"), hereby releases and discharges the WellCare Parties, together with their respective subsidiaries, affiliates, directors, shareholders, employees, agents, attorneys, representatives, successors and assigns ("WellCare Releasees") from (i) all indebtedness and other financial obligations arising from the provision of services by each Provider to members of WCNY in any product line on or before April 30, 1999, including any prospective adjustments pursuant to the New York Health Care Reform Act ("NYCRA") for services rendered prior to May 1, 1999, and (ii) all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, rights to contribution, damages, judgments, extends, executions, claims, and demands whatsoever, in law, admiralty or equity, which each Provider Releasor ever had, now has or hereafter can, shall or may have against the WellCare Releasees, for upon, or by reason of any matter, cause or things whatsoever relating to the matters referred to in (a)(i) above from the beginning of the world to the day of the date of this Agreement or arising hereafter as a result of or in connection with the matters referred to in (a)(i) above. The foregoing release expressly excludes any claims for payment that Provider may have against independent practice associations, including but not limited to those owned by Primergy, Inc., and other third parties (such as Merit Behavioral Services, Access Managed Healthcare, Block Vision, New York Medical Imaging, PharmaCare and Laboratory Corporation of America) that have contracted with WellCare to provide or to arrange for the provision of certain health care services (e.g., physician services or specialty "carve-out" services, such as mental health services, chiropractic services, laboratory services or pharmacy services) to HMO members of WCNY and expressly excludes any action, suits, claims or demands arising from medical malpractice or negligence.
(b) Each Provider Releasor represents to the WellCare Releasees that none of the liabilities, claims, causes of actions, costs or demands herein released has been assigned to any person or entity.
(c) Each Provider Releasor acknowledges that it may hereafter disc...
Mutual Releases. (a) Except (i) as provided in Section 7.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any WPX Indemnitee is entitled to indemnification pursuant to this Article VIII, effective as of the Effective Time, WPX does hereby, for itself and each other WPX Entity and their respective Affiliates, predecessors, successors and assigns, and, to the extent WPX legally may, all Persons that at any time prior or subsequent to the Effective Time have been stockholders, directors, officers, members, agents or employees of WPX or any other WPX Entity (in each case, in their respective capacities as such), remise, release and forever discharge each WMB Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity, whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, whether or not known as of the Effective Time.
(b) Except (i) as provided in Section 7.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any WMB Indemnitee is entitled to indemnification pursuant to this Article VIII, WMB does hereby, for itself and each other WMB Entity and their respective Affiliates, successors and assigns, and, to the extent WMB legally may, all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in their respective capacities as such), remise, release and forever discharge each WPX Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WPX or any other WPX Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators,...
Mutual Releases. A. If the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement Class, on behalf of themselves, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directors, officers, shareholders, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependents, and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date.
B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL, on behalf of itself and its past and present parent companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interest, and all of their respective present or former directors, officers, members, shareholders, agents, employees, representatives, administrators, insurers, and indemnitees, fully releases and forever discharges the Class Plaintiffs from any and all claims that were or could have been brought by GTL or any of them against the Class Plaintiffs in this Action arising on or before the Effective Date.
C. This Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claims.