Mutual Releases Sample Clauses
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Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under commo...
Mutual Releases a. As of the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the ▇▇▇▇▇▇▇▇ Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “▇▇▇▇▇▇▇▇ Released Party” and collectively, the “▇▇▇▇▇▇▇▇ Released Parties”) from any and all Claims that such 1847 Related Party now has or has ever had against the respective ▇▇▇▇▇▇▇▇ Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.
b. As of the Closing Date, each of ▇▇▇▇▇▇▇▇ Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “▇▇▇▇▇▇▇▇ Related Party” and collectively, the “▇▇▇▇▇▇▇▇ Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, memb...
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. (a) With the execution and delivery of this Agreement, Chevron does hereby forever release, discharge, and acquit any and all claims, demands, obligations, suits, and causes of action of whatever kind, nature, or description whatsoever, whether known or unknown, suspected or unsuspected, which it may have against each of the Stratus Parties, their officers, directors, employees, shareholders, agents, servants, assigns, predecessors, successors, successors-in-interest, and attorneys , now or hereafter, arising out of, or by reason of, or in any manner connected with the subject matter of, alleged in, or giving rise to the RICO Action. Except as provided in Section 4, Chevron irrevocably covenants and agrees never to institute or cause to be instituted or to continue to prosecute any suit or other form of action or proceeding of any kind or nature whatsoever against the Stratus Parties, its officers, directors, employees, shareholders, agents, servants, assigns, predecessors, successors, and successors-in-interest, and attorneys by reason of or in connection with the foregoing matter. It is expressly understood that the release of each of the Stratus Parties and their attorneys does not extend to ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇ or the law firm of Silver & DeBosky, or any person or entity identified in Chevron’s complaint in the RICO action as a defendant or co-conspirator other than the Stratus Parties and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇.
(b) With the execution and delivery of this Agreement, each of the Stratus Parties does hereby forever release, discharge, and acquit any and all claims, demands, obligations, suits, and causes of action of whatever kind, nature, or description whatsoever, whether known or unknown, suspected or unsuspected, which each may have against Chevron, its officers, directors, employees, shareholders, parent corporations, subsidiaries, divisions, agents, servants, assigns, predecessors, successors, successors-in-interest, affiliated companies, attorneys, and insurers, now or hereafter, arising out of, or by reason of, or in any manner connected with the subject matter of, alleged in, or giving rise to, the RICO Action, the Lago Agrio Litigation, or any Related Actions. Except as provided in Section 4, each of the Stratus Parties irrevocably covenant and agree never to institute or cause to be instituted or to continue to prosecute any suit or other form of action or proceeding of any kind or nature whatsoever against Chevron, its offi...
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.
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) 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. 1.1 Bull Run, Prather, Host and HCI do hereby release and forever discharge Rawling▇ ▇▇▇ ▇ach of its subsidiaries, employees, officers, directors, shareholders, insurers and attorneys from any and all manner of actions and causes of action, suits, debts, judgments, claims and demands whatsoever, in law or in equity (collectively, "Claims"), (a) arising from or related to any acts, omissions or facts existing as of the date hereof with respect to the Agreements (including without limitation any breach of any such Agreements), whether known or unknown, and whether or not heretofore asserted, or any other claims and causes of action that have been or could have been asserted based upon the Agreements or that are related to the facts at issue in the Agreements, and (b) any Claims that any of them may have in their capacity as shareholders of Rawlings, including without limitation, actions for breach of duty, shareholder derivative actions or other similar Claims.
1.2 Rawlings does hereby release and forever discharge Bull Run, Prather, Host, Charles Jarvie and HCI and each of their respective su▇▇▇▇▇▇▇ies, emp▇▇▇▇▇▇, ▇▇▇▇▇▇rs, directors, shareholders, insurers and attorneys from any and all manner of Claims whatsoever, in law or in equity, (a) arising from or related to any acts, omissions or facts existing as of the date hereof with respect to the Agreements (including, without limitation, any breach of any such Agreements), whether known or unknown, and whether or not heretofore asserted, or any other claims and causes of action that have been or could have been asserted based upon the Agreements or that are related to the facts at issue in the Agreements, and (b) any Claims that Rawlings may have against any of them in their capacities as directors or shareholders of Rawlings, including without limitation, actions for breach of duty or other similar Claims.
1.3 The parties agree that no provision of this Settlement Agreement shall be construed to release any party from liability for breach of this Settlement Agreement or any of the terms herein or any breach of the Standstill Agreement by Bull Run occurring after the date hereof. The parties further agree that no provision of this Settlement Agreement shall operate as a release of Bull Run for its payment obligations under the Investment Agreement which obligations are modified pursuant to Section 5 of this Settlement Agreement.
Mutual Releases. (a) Subject to and effective upon the receipt by Executive of the Settlement Amount on or before the Payment Date, each of the Company and Executive does hereby irrevocably release the other Party, on behalf of themselves, and all persons or entities claiming by, through or under them, and their respective shareholders, officers, directors, heirs, successors and assigns, hereby fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to s▇▇ the other Party (and, with respect to the Company, its officers, directors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and agents), with respect to any and all claims, demands, suits, manner of obligation, debt, liability, expenses, or causes of action of any kind whatsoever, whether known or unknown, at law or in equity (collectively, “Claim(s)”), including without limitation, all claims and causes of action arising out of or in any way relating to (i) payment of the Settlement Amount, or (ii) accrued and unpaid base salary owed to Executive pursuant to Section 4.1(a) of the Original Management Services Agreement, covering the Settlement Period and any period prior thereto. The Parties warrant and represent that they have not assigned or otherwise transferred any Claim released by this Settlement Agreement.
(b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all Claims which exist as of this date, but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect his or her or its decision to enter into this Settlement Agreement. The Parties expressly acknowledge that this waiver of Claims includes any Claims for any alleged fraud, deception, concealment, misrepresentation or any other misconduct of any kind in procuring this Settlement Agreement. The Parties specifically do not, however, waive or release any claim that may arise for breach of this Settlement Agreement. Executive specifically waives the protections of California Civil Code Section 1542, which states that “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 mate...
Mutual Releases. (a) Effective as of the Effective Time, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to ▇▇▇: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities la...