Common use of Mutual Releases Clause in Contracts

Mutual Releases. Upon execution of this Agreement by all Parties, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors and assigns or transferees, and each of their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilities, demands, obligations, amounts due, damages, losses, actions and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by law, whether presently known or unknown, and whether based at law or in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**

Appears in 2 contracts

Samples: Technology Transfer and License Agreement (Ocera Therapeutics, Inc.), Technology Transfer and License Agreement (Ocera Therapeutics, Inc.)

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Mutual Releases. Upon execution a. As of this Agreement by all Partiesthe Closing Date, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party 1847 Parties on behalf of itself, and its subsidiariesrespective officers, affiliates, parents, predecessors, successors and assigns or transferees, and each of their respective representatives, officersdirectors, agents, shareholdersemployees, partnersattorneys, members, managers, directors, employees, successors and assignssuccessors, and any person or entity acting for or on behalf of any of them assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of themthe Xxxxxxxx Parties, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entitiesrespective affiliates, subsidiaries, affiliatesparents, personal representativesshareholders, officers, directors, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partnersattorneys, members, managers, directorsexecutors, employeespersonal representatives, trustees, heirs, beneficiaries, successors, and any person or entity acting for or on behalf of any of them assigns (each a “Xxxxxxxx Released Party” and each of them, (for purposes of this Section 11.3, collectively, the other Party’s Xxxxxxxx Released Parties”) of and from any and all claimsClaims that such 1847 Related Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, liabilitiesthe “1847 Claims”), demands, obligations, amounts due, damages, losses, actions and causes of action of any nature and extent whatsoever whether arising from actions contemporaneously with or failures to act that occurred prior to the Effective 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 fullest extent permitted by lawfailure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, whether presently known the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or unknown, and whether based at law or which could have been asserted in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**Arbitration.

Appears in 2 contracts

Samples: Settlement Agreement (1847 Holdings LLC), Settlement Agreement (1847 Goedeker Inc.)

Mutual Releases. Upon execution of this Agreement by all PartiesEffective upon the Settlement Date, the provisions of Section 11.3 shall apply to each of Ocera DISH and LicenseeEchoStar Corporation, respectively. With respect solely to the Prior Licensee Agreements, a Party for themselves and on behalf of itself, its subsidiaries, affiliates, parents, their respective predecessors, successors successors, heirs, and assigns or transfereesassigns, and all of their respective Affiliates (as defined below), and each of their these entities’ respective representativespast, present and future directors, officers, agents, shareholders, partners, members, managers, directorsagents, employees, successors attorneys, consultants and representatives (collectively, the “DISH Releasors”), and each of Rainbow and Cablevision, for themselves and on behalf of their respective predecessors, successors, heirs and assigns, and any person or entity acting for or on behalf all of any of them their respective Affiliates, and each of themthese entities’ respective past present and future directors, officers, shareholders, agents, employees, attorneys, consultants and representatives (for purposes of this Section 11.3the “Rainbow Releasors,” and together with the DISH Releasors, collectively, such Party’s the “Releasing Parties”) hereby irrevocably completely and unconditionally releases the other Partyforever release, its/their controlled entitiesdischarge and acquit each other, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claimsmanner of causes of action, suits, debts, liabilities, demandsjudgments, executions, dues, damages, penalties, obligations, amounts dueaccounts, damagesreckonings, lossesbonds, actions bills, specialties, covenants, contracts, agreements, promises, and causes any and all claims and demands of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawevery conceivable kind, whether presently now known or unknown, and whether based at in law or in equity, that whether liquidated or unliquidated, which any of the Releasing Parties ever had, now has, or may now have or ever claim to have against one relating to, arising out of, or more in connection with the Joint Venture and/or the Lawsuit. Notwithstanding the foregoing, each of the Released PartiesReleasing Parties retains and does not release or waive any claims that may arise under the License Purchase Agreement (or any Ancillary Agreement, as defined therein), the AMC/MSG Affiliation Agreement, or the Interest Transfer Agreement (the “Transaction Agreements”), each as described in Section 1 above. **Confidential Treatment Requested**As used herein, “

Appears in 2 contracts

Samples: Confidential Settlement Agreement and Release (DISH Network CORP), Confidential Settlement Agreement and Release (AMC Networks Inc.)

Mutual Releases. Upon execution the payment and collection of this Agreement by all Partiesthe Buy-Out Fee, Xxxxxxx, on the provisions of Section 11.3 shall apply to each of Ocera one hand, and LicenseeICT, respectively. With respect solely to on the Prior Licensee Agreementsother hand, a Party and on behalf of itselftheir respective shareholders, its subsidiariesmembers, partners, principals, attorneys, affiliates, parentsparent corporations, subsidiaries, predecessor entities, officers, directors, employees (both past and present), predecessors, successors and assigns or transfereessuccessors, and each of their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employeesheirs, trusteesexecutors and assigns, successors and assigns or transferees hereby mutually release each other, and each of their other’s respective shareholders, members, partners, principals, attorneys, affiliates, parent corporations, subsidiaries, predecessor entities, officers, directors, employees (both past and present), predecessors, successors, representatives, agents, shareholdersheirs, partnersexecutors and assigns from any and all legal, membersequitable or other claims, managerscounterclaims, directorsdemands, employeessetoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, reckoning, bonds, bills, specialties, covenants, promises, variances, trespasses, damages, expenses, losses, extents, executions, judgments, controversies and disputes, and any person past, present or entity acting for future duties, responsibilities, or obligations (whether based on behalf contract, tort, statute or other wrong) which are now known or may hereafter be discovered and which arise out of, or which may, can, or shall arise out of, or which have or ever had arisen out of, or which could have arisen out of, their collective and individual respective acts, omissions, transactions and dealings from the beginning of any the world through the date of them and each of them, (for purposes execution of this Section 11.3Agreement. Without limiting the foregoing and by way of example only: (A) Xxxxxxx releases, collectively, the other Party’s “Released Parties”) of acquits and discharges ICT from any and all claims, liabilitiesrights, demands, obligations, amounts duecharges, damages, losseslosses and expenses arising from or in connection with the Prior Agreement, actions the Dispute and the Arbitration; (B) ICT releases, acquits and discharges Xxxxxxx from any and all claims, rights, demands, charges, damages, losses and expenses arising from or in connection with the Prior Agreement, the Dispute and the Arbitration. Provided however, that Xxxxxxx and ICT do not release one another (and do hereby expressly reserve their rights, demands, claims and causes of action actions against) for any defaults, breaches and controversies arising out of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of in connection with this Agreement, to the fullest extent permitted by law, whether presently known or unknown, and whether based at law or in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**.

Appears in 1 contract

Samples: Settlement Agreement and Release (Ict Group Inc)

Mutual Releases. Upon execution entry of the Settlement Order, except for the obligations arising under this Agreement by or matters preserved under paragraph 4 above, each Party shall each fully and forever waive and release all Partiesof its Claims (as defined under section 101(5) of the Bankruptcy Code), the provisions of Section 11.3 and shall apply to cause each of Ocera its wholly owned affiliates to waive and Licenseerelease each of their Claims, respectively. With respect solely to the Prior Licensee Agreementsagainst each other Party, a Party on behalf of itself, its subsidiaries, and their respective wholly owned affiliates, parentsofficers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns assigns, in each case, solely in their capacity as such (the “Released Parties”), whether known or transfereesunknown, monetary or non-monetary (the “Released Claims”); provided, however, that (a) the releases set forth in this Section 5 shall not apply to (i) any Claims, including any service and/or payment obligations arising on or after August 1, 2009, under the TSA, (ii) the FNF Note (as defined in the SPA), and/or (iii) LFG’s rights and entitlements under the stock paid to LFG pursuant to the SPA, (b) each Party hereby covenants not to xxx, and shall cause each wholly-owned subsidiary to covenant not to xxx, the Released Parties and affiliates thereof with respect to the Released Claims, and (c) notwithstanding the terms of the immediately preceding clause (b), the Released Parties may assert the Released Claims defensively in any claim asserted or action commenced against them. The Released Claims, include, but are not limited to, Claims related to or arising from any and all alleged or actual breaches of the SPA, Claims set forth in proofs of Claim filed by FNF in the Chapter 11 Cases, Claims arising under the TSA in respect of facts or events that occurred or arose prior to August 1, 2009, and Claims relating to FNF’s acquisition of assets and employees related to LFG affiliates or subsidiaries known as “Southland”. Upon entry of the Settlement Order, all Released Claims shall be automatically released, disallowed and expunged. Notwithstanding anything to the contrary herein, the LandAm Parties and their affiliates shall not be deemed to be releasing other LandAm Parties and their respective representativesaffiliates, officers, agentsdirectors, shareholders, partners, membersagents, managers, directorscontractors, employees, attorneys, predecessors, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilities, demands, obligations, amounts due, damages, losses, actions and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by law, whether presently known or unknown, and whether based at law or in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**.

Appears in 1 contract

Samples: Settlement and Mutual Release Agreement

Mutual Releases. Upon execution In consideration of this Agreement by all Partiesthe covenants, agreements and undertakings of the provisions Parties set forth herein, effective as of Section 11.3 shall apply to the date hereof, each of Ocera and LicenseeParty, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itselfitself and its respective present and former Subsidiaries, its subsidiariesAffiliates, affiliatesofficers, parentsdirectors, predecessorsstockholders, employees, agents, representatives, successors and assigns or transferees(collectively, “Releasors”) hereby releases, waives, and each of forever discharges the other Parties and their respective representativespresent and former Subsidiaries, Affiliates, officers, agentsdirectors, shareholders, partners, members, managers, directorsstockholders, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trusteesrepresentatives, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s Released PartiesReleasees”) of and from any and all claimsactions, causes of action, suits, losses, liabilities, damages, claims, and demands, obligations, amounts due, damages, losses, actions of every kind and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawwhatsoever, whether presently now known or unknown, and whether based at foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or in equity, that Releasing Parties which any of such Releasors ever had, now have, or hereafter may now have or claim to have against one any of such Releasees for, upon, or more by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement to the extent arising out of or relating to the Business Combination Agreement or in connection with the Transactions (collectively, “Claims”); provided that notwithstanding the foregoing, nothing herein shall release a Party from, and Claims shall not include, the obligations of such Party under (i) this Agreement, (ii) any provisions of the Released Business Combination Agreement that expressly survive post-termination of the Business Combination Agreement as expressly set forth in Section 12.2 (Effect of Termination) of the Business Combination Agreement, including Section 9.17 (Confidential Information) of the Business Combination Agreement, (iii) the Confidentiality Agreement or (iv) any agreements entered into between or among the Parties following the date hereof. The Releasors irrevocably covenant not to assert any claim or demand, or commence, institute or voluntarily aid in any way, or cause to be commenced or instituted any proceeding of any kind against any Releasee based upon any Claim. Notwithstanding anything to the contrary in the Business Combination Agreement or this Agreement, the Releasees (other than the Parties. **Confidential Treatment Requested**) are expressly intended as third party beneficiaries of this Section 2 and shall be entitled to enforce this Section 2 to the extent it relates to their respective rights under this Section 2.

Appears in 1 contract

Samples: Mutual Release Agreement (Athena Technology Acquisition Corp. II)

Mutual Releases. Upon execution of (a) Except with respect to obligations owed under this Agreement by all PartiesAgreement, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party Company on behalf of itselfitself and its subsidiaries and affiliates and their respective associates, its subsidiariesstockholders, affiliatesrepresentatives, successors, assigns, employees, attorneys, advisors and agents (collectively, the “Devcon Releasing Parties”), for good and sufficient consideration, the receipt of which is acknowledged, release absolutely and forever discharge Xxxxx and his respective predecessors, successors, assigns, parents, predecessorsstockholders, successors subsidiaries, divisions and assigns or transfereesaffiliates, and each of their respective representativesformer, current and future officers, agentsdirectors, shareholdersowners, managers, employees, partners, membersassociates, managersrepresentatives, directorsstockholders, employeesattorneys, successors advisors and assignsagents, and any person or entity acting for or on behalf of any of them and each of them, them (for purposes of this Section 11.3, collectively, such Party’s the Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Xxxxx Released Parties”) of and ), from any and all actual or possible claims, charges, damages, demands, debts, liabilities, demandslosses, accounts, reckonings, obligations, amounts due, damages, lossessuits, actions and causes of action of any every kind and nature and extent whatsoever whatsoever, including, but not limited to, those arising from actions under contract, statute or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by common law, whether presently or not known or unknownsuspected at this time, and whether which the Devcon Releasing Parties have, or ever had, owned or held, or hereafter can, shall or may have against any or all of the Xxxxx Released Parties, based at law upon, arising out of, related to, or by reason of any cause, occurrence, event, act, fact, circumstance, thing, statement or omission occurring before the date of this Agreement relating to, arising from or in equityconnection with the Lot 22 Construction Agreement. The release granted pursuant to this Section 2(a) shall be deemed rescinded, that Releasing Parties may now have or claim terminated and voided and shall be of no further force and effect for any purpose whatsoever to have against one or more of the Released Parties. **Confidential Treatment Requested**extent Xxxxx fails to fulfill his obligations set forth in Section 3 hereof.

Appears in 1 contract

Samples: Termination and Release Agreement (Devcon International Corp)

Mutual Releases. Upon execution of this Agreement by all Parties(a) Ash, the provisions of Section 11.3 shall apply to each of Ocera for himself and Licenseehis legal representatives, respectively. With respect solely to the Prior Licensee Agreementsheirs, a Party on behalf of itselfexecutors, its subsidiaries, affiliates, parents, predecessorsadministrators, successors and assigns or transferees(hereinafter individually and collectively referred to as, the “Ash Releasor”), for good and each valuable consideration from the Company, the receipt and sufficiency of their respective representativeswhich are hereby acknowledged, hereby irrevocably, unconditionally and completely releases and forever discharges, to the maximum extent permitted by applicable law, the Company and its past, present and future officers, agents, shareholders, partners, members, managers, directors, employees, successors and assignsstockholders, and any person or entity acting for or on behalf of any of them and each of themagents, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiariesrepresentatives, affiliates, personal representativespredecessors, agentssuccessors, employees, trustees, successors and assigns or transferees (hereinafter individually and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectivelycollectively referred to as, the other Party’s Released PartiesAsh Releasee) of and ), from any and all actions, causes of action, claims, liabilitiesrights, demandsand demands of every kind and nature, obligationsin law or equity, amounts duewhether known or unknown, damagessuspected or unsuspected, losseswhich the Ash Releasor now has, actions and causes may have or has ever had against any Ash Releasee, from the beginning of action the world to the date of this Agreement (each, a “Ash Claim”), including (without limitation) any obligation of or claim against any or all Ash Releasees (i) for payment of (other than pursuant to this Agreement), remuneration for, reimbursement of, or indemnification for, any amount, (ii) with respect to the grant, sale, ownership, transfer, repurchase, or issuance of any nature equity securities of the Company or any or entitlement or right to acquire any equity securities of the Company (including (without limitation) any options or warrants) to, by or for the benefit of the Ash Releasor (except pursuant to the Option Certificates, as amended hereby), and extent whatsoever arising from actions (iii) in connection with or failures in respect of any other agreement, matter, event, agreement, understanding, occurrence or circumstance; provided, that nothing in this Section 7(a) shall constitute a release by Ash of any rights to act indemnification that occurred Ash has pursuant to the bylaws and/or the certificate of incorporation of the Company for claims against Ash related to Ash’s service as a director or officer of the Company prior to the Effective Date date of this Agreement. The Ash Releasor acknowledges and admits that, except as otherwise expressly provided in this Section 7(a) or Section 7(c), the release set forth in this Section 7(a) includes a release of all unknown and unsuspected claims existing as of the date of this Agreement, and the Ash Releasor expressly waives and releases any and all rights limiting such releases under the laws of any applicable jurisdiction to the fullest maximum extent permitted by applicable law. The Ash Releasor covenants and agrees that the Ash Releasor shall not initiate or voluntarily participate in, or provide assistance with respect to, any legal action, claim or proceeding, against any Ash Releasee for or in respect of any Ash Claims released pursuant to this Section 7(a). The Ash Releasor acknowledges and agrees that all Ash Releasees who or which are not parties to this Agreement are third party beneficiaries of this Section 7(a), and are entitled to independently enforce the provisions hereof. The nature of Ash Claims covered by the releases and covenant not to sxx provided in this Section 7(a) includes, without limitation, all actions or demands in any way based on Ash’s employment with the Company, the terms and conditions of such service relationship, or the termination of such service relationship. More specifically, all of the following are included (without limitation) in the types of Ash Claims that are barred by the releases and covenant not to sxx provided in this Section 7(a): (i) contract claims (whether express or implied), (ii) tort claims (such as for defamation or emotional distress), (iii) claims under federal, state and municipal laws, regulations, ordinances or court decisions of any kind, (iv) claims of discrimination, harassment or retaliation, whether presently known based on race, color, religion, gender, sex, age, sexual orientation, handicap or unknowndisability, and whether based at law national origin, or any other legally protected class, (v) claims under the Age Discrimination in equityEmployment Act of 1967, that Releasing Parties may now have or claim to have against one or more as amended by the Older Workers Benefit Protection Act, Title VII of the Released Parties. **Confidential Treatment Requested**Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, the Workers Adjustment and Retraining Notification Act, or any other federal, state or local statute or ordinance, (vi) claims under Employee Retirement Income Security Act, the Fair Labor Standards Act, state wage payment laws and state wage and hour laws; and (vii) claims for wrongful discharge.

Appears in 1 contract

Samples: Separation and Release Agreement (Pacifichealth Laboratories Inc)

Mutual Releases. Upon execution of this Agreement by all Parties, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors and assigns or transferees, (a) The Sponsor Parties and each of their respective representativessuccessors, assigns and executors (each, a “Sponsor Party Releasor”), effective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge each of the Company Parties, their respective Subsidiaries (if any) and their respective successors, assigns, heirs, executors, officers, agents, shareholdersdirectors, partners, membersmanagers and employees (in each case in their capacity as such) (each, managersa “Sponsor Party Releasee”), directors, employees, successors from (a) any and assigns, and all obligations or duties the Company Parties or any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officersSubsidiaries (if any) has prior to or as of the Acquisition Effective Time to such Sponsor Party Releasor, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”b) of and from any and all claims, demands, liabilities, demandsdefenses, obligationsaffirmative defenses, amounts dueset-offs, damages, lossescounterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any nature and extent whatsoever Sponsor Party Releasor has prior to or as of the Acquisition Effective Time, against any Sponsor Party Releasee arising out of, based upon or resulting from actions or failures any Contract, transaction, event, circumstance, action, failure to act that occurred prior to the Effective Date or occurrence of this Agreement, to the fullest extent permitted by lawany sort or type, whether presently known or unknown, and whether based at law which occurred, existed, was taken, permitted or begun prior to the Acquisition Effective Time (except in equitythe event of fraud on the part of a Sponsor Party Releasee); provided, however, that Releasing Parties may now have nothing contained in this Section 6(a) shall release, waive, relinquish, discharge or claim otherwise affect the rights or obligations of any party (i) arising under this Sponsor Support Agreement, the Transaction Documents or the XPAC Articles of Association, including for any amounts owed pursuant to have against one the terms set forth therein, (ii) for indemnification, advancement of expense, exculpation or more contribution, in any Sponsor Party Releasor’s capacity as an officer, director or employee of PubCo, (iii) arising under any then-existing insurance policy of PubCo or any of its Subsidiaries (if any), (iv) without prejudice to the provisions of the Released Parties. **Confidential Treatment Requested**Transaction Documents, pursuant to a contract and/or PubCo policy, relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time, or (v) for any claim for fraud.

Appears in 1 contract

Samples: XPAC Acquisition Corp.

Mutual Releases. Upon execution In exchange for the mutual termination of this the Employment Agreement and the compensation contained in Exhibit B payable to Consultant by all PartiesCompany, the provisions of Section 11.3 shall apply to Parties hereto acknowledge a full resolution and satisfaction of, and hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE, REMISE AND FOREVER DISCHARGE each of Ocera other and Licenseetheir respective affiliates, respectively. With respect solely to the Prior Licensee Agreementsowners, a Party on behalf of itselfmembers, its subsidiariesshareholders, affiliatesmanagers, officers, directors, assigns, parents, predecessorssubsidiaries, successors and assigns or transfereesemployees, and each of their respective representatives, officersindependent contractors, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employeesheirs, trustees, estates, beneficiaries, or other successors and assigns or transferees and each of their respective officersin interest, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilities, demandsactions, obligations, amounts due, damages, losses, actions and causes of action action, contracts, agreements, promises, claims and demands of any nature and extent whatsoever arising kind whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed, which they, their heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever, from actions or failures to act that occurred prior the beginning of Bxxxxxx’x involvement with Company to the Effective Date of this Agreement, arising out of or relating to the fullest extent permitted by Employment Agreement, including, without limitation, contract claims, benefit claims, tort claims, harassment, defamation and other personal injury claims, fraud claims, whistleblower claims, unjust, wrongful or constructive dismissal claims and any claims under any municipal, state or federal wage payment, discrimination or fair employment practices law, whether presently known statute or unknownregulation, and claims for costs, expenses and attorneys’ fees with respect thereto. The Parties further covenant that they will not encourage, assist, join in, or facilitate any action brought as a result of Bxxxxxx’x, involvement, relationship, or affiliation with Company prior to the Effective Date, whether based at law as a lawsuit in state or in equityfederal court or as an administrative agency action. The foregoing shall not apply to claims arising from the breach of this Agreement, that Releasing Parties may now have or claim to have against one or more including the payment of the Released PartiesCompany’s obligations pursuant to Exhibit B hereunder. **Confidential Treatment Requested**Notwithstanding the foregoing release, the Bxxxxxx’x right to indemnification is not released under the Company’s Certificate of Incorporation, Bylaws, any agreement or insurance policy for all periods prior to the this Agreement where Bxxxxxx served as a Company officer or director. In the event the Company purchases tail coverage with respect to its directors and officers insurance, the Company will include Bxxxxxx as a covered person pursuant to such tail policy.

Appears in 1 contract

Samples: Executive Services Consulting Agreement (Vapor Corp.)

Mutual Releases. Upon execution In consideration of this Agreement by all Partiesthe covenants, agreements and undertakings of the provisions of Section 11.3 shall apply to parties set forth herein, each of Ocera and Licenseeparty, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itselfitself and its respective present and former Subsidiaries, its subsidiariesAffiliates, affiliatesofficers, parentsdirectors, predecessorsstockholders, employees, agents, representatives, successors and assigns or transferees(collectively, “Releasors”) hereby releases, waives, and each of forever discharges the other parties and their respective representativespresent and former Subsidiaries, Affiliates, officers, agentsdirectors, shareholders, partners, members, managers, directorsstockholders, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trusteesrepresentatives, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s Released PartiesReleasees”) of and from any and all claimsactions, causes of action, suits, losses, liabilities, damages, claims, and demands, obligations, amounts due, damages, losses, actions of every kind and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawwhatsoever, whether presently now known or unknown, and whether based at foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or in equity, that Releasing Parties which any of such Releasors ever had, now have, or hereafter may now have or claim to have against one any of such Releasees for, upon, or more by reason of any matter, cause, or thing whatsoever from the Released Partiesbeginning of time through the date of this Agreement arising out of or relating to the Business Combination Agreement or in connection with the transactions contemplated by the Business Combination Agreement, or the termination thereof (collectively, “Claims”); provided that notwithstanding the foregoing, nothing herein shall release a party from, and Claims shall not include, the obligations of such party under this under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. **Confidential Treatment Requested**The Releasors irrevocably covenant not to assert any claim or demand, or commence, institute or voluntarily aid in any way, or cause to be commenced or instituted any proceeding of any kind against any Releasee based upon any Claim.

Appears in 1 contract

Samples: Mutual Termination Agreement (TKB Critical Technologies 1)

Mutual Releases. Upon execution (a) As of this Agreement by all Partiesthe Closing Date, in consideration of the covenants contained herein, each of the Sellers, the provisions of Section 11.3 shall apply to each of Ocera Castanea Entities, Vines, Xxxxxxx and LicenseeXxxxx (collectively, respectively. With respect solely to the Prior Licensee Agreements“Seller Parties”), a Party on behalf of itself, itself and its subsidiaries, affiliates, parents, predecessors, successors and assigns or transfereesAffiliates, and each of its and their respective representativesheirs, officersexecutors, agents, shareholders, partners, members, managers, directors, employeesadministrators, successors and assigns, (each a “Seller Releasor” and, collectively, the “Seller Releasors”), does hereby fully, unconditionally and any person or entity acting irrevocably release, remise and forever discharge Xxxxxx, XX Lender, BJ Agent, New Lender and Purchaser (collectively, the “Purchaser Parties”), their respective Affiliates (excluding, for or on behalf avoidance of any doubt, the Company and its subsidiaries), and the respective financial and legal advisors of them the foregoing Persons, and their respective heirs, executors, administrators, successors and assigns, (collectively, the “Seller Released Persons”), and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilitiescontroversies, demandssuits, obligationsactions, amounts duecauses of action, damages, losses, actions and causes of action of any nature and extent whatsoever arising from actions liabilities or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawdemands, whether presently known or unknown, and whether based at in law or in equity, whether known or unknown, whether absolute or contingent, whether express or implied, whether liquidated or unliquidated, whether direct or indirect, whether nominally or beneficially possessed or claimed (each a “Released Claim”), that Releasing Parties the Seller Releasor ever had, now has or may now have hereafter possess from the beginning of time arising out of or claim relating to have against one any event or more occurrence on or prior to, or any fact or circumstance existing on or prior to, the Closing Date and involving any of the Seller Released Persons; provided, however, that nothing contained in the foregoing shall affect the rights of the Seller Releasor arising under or in connection with any of this Agreement, the other Transaction Document and the other agreements, documents or instruments contemplated hereby or thereby (including any existing agreements being assumed pursuant to the terms hereof) or any of the transactions contemplated hereby or thereby. Each of the Seller Parties. **Confidential Treatment Requested**, individually and not jointly solely as to itself, himself or herself, represents and warrants to the Seller Released Persons that there has been no assignment or other transfer of any interest in any Released Claim subject to the foregoing release, except to any other Seller Releasor.

Appears in 1 contract

Samples: Restructuring Agreement (Steven Madden, Ltd.)

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Mutual Releases. Upon execution the effectiveness of this Agreement by all PartiesAgreement, the provisions of Section 11.3 shall apply to each of Ocera the Seller, Cone Xxxxx and Licensee, respectively. With respect solely the Buyer (each such party being referred to the Prior Licensee Agreements, as a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors "Releasing Party") shall be deemed to have (a) released and assigns or transferees, and forever discharged each of the other parties hereto and their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trusteesofficers, directors, attorneys, affiliates, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “"Released Parties") of and from any and all liabilities, claims, liabilitiessuits, obligations, indebtedness, liens, losses, causes of action , demands, obligations, amounts duerights, damages, losses, actions costs and causes of action expenses of any kind, character or nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawwhatsoever, whether presently known or unknown, whether fixed or contingent, and whether based at law liquidated or in equityunliquidated, that such Releasing Parties Party may now have or claim to have against one any such Released Party and which arises out of or more is connected in any way with any action of commission or omission of any Released Party existing or occurring on or prior to the date of this Agreement, including without limitation any claims, liabilities or obligations relating to or arising out of or in connection with any of the Purchase Agreements or any of the transactions contemplated by any of the Purchase Agreements, from the beginning of time until the execution and delivery of this Agreement (collectively, the "Released Claims") and (b) agrees forever to refrain from commencing, instituting or prosecuting any law suit, action or other proceeding against any of the Released Parties with respect to any of such Released Claims; provided, however, that the Released Claims do not include, and the releases and covenants-not-to-xxx set forth in this Section 5 shall not apply to, the Released Parties' respective representations, warranties, covenants and other obligations under this Agreement. **Confidential Treatment Requested**6. Effectiveness of this Agreement. This Agreement shall be effective as of this date upon the satisfaction of all of the following conditions precedent: (a) One or more counterparts of this Agreement shall have been executed and delivered by the Seller, Cone Xxxxx and the Buyer; and (b) The Buyer shall have received payment of the Reconveyance Amount in accordance with Section 2(b) above. 7.

Appears in 1 contract

Samples: Receivables Purchase Termination and Reassignment Agreement (Cone Mills Corp)

Mutual Releases. Upon execution (a) Seller and Buyer each hereby acknowledge and agree that as of this the Effective Date, neither party has any actual knowledge of any defaults under the Letter Agreement by all Parties, on the part of the other party which have not been cured or waived. Without limiting the provisions set forth in Section 4(o) of Section 11.3 shall apply to the Original Letter Agreement, and any matters set forth in any document executed and delivered concurrently with or after Closing (including, without limitation, those certain Trust Agreement and Access Agreement, each entered into by Seller and Buyer as of Ocera and Licenseethe Closing Date), respectively. With respect solely to each party (the Prior Licensee Agreements“Releasing Party”), a Party on behalf of itself, itself and its subsidiaries, affiliates, parents, predecessors, successors and assigns or transfereeswaives its right to recover from, and each of their respective representativesforever releases and discharges, the other party, its affiliates, investment manager, and the partners, trustees, shareholders, directors, officers, agents, shareholders, partners, members, managers, directors, employees, successors employees and assigns, and any person or entity acting for or on behalf agents of any of them and each of them, (for purposes of this Section 11.3and their respective heirs, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliatessuccessors, personal representatives, agents, employees, trustees, successors representatives and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and ), from any and all demands, claims, legal or administrative proceedings, losses, liabilities, demands, obligations, amounts due, damages, lossespenalties, actions fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawcosts), whether presently direct or indirect, known or unknown, and whether based at law foreseen or unforeseen, that may arise on account of or in equityany way be connected with the breach by any party under the terms of the Letter Agreement, where such breach originated prior to the Closing Date; provided, however, that such waiver and release from the Releasing Parties may now have or claim Party to have against one or more of the Released Parties. **Confidential Treatment Requested**Parties will not affect or in any way limit either party’s rights with respect to (i) any representations and warranties provided by either party and set forth in the Original Letter Agreement; or (ii) NUMMI’s obligation to complete the Decommissioning Plan; or (iii) the obligation by NUMMI to pay brokers’ fees in connection with the transaction.

Appears in 1 contract

Samples: Letter Agreement (Tesla Motors Inc)

Mutual Releases. Upon execution of this Agreement by all Parties(i) You, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors yourself and assigns or transferees, and each of their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliatesyour heirs, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employeessuccessors, and any person or entity acting for or on behalf of any of them assigns, hereby release, discharge, and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from waive any and all claims, liabilitiescounterclaims, demandsactions, obligationsor causes of action whether asserted or unasserted and whether known or unknown which you, amounts duehe, damagesshe, lossesor they have possessed or may possess up until the time of the Effective Date against the Company and its affiliates, actions and covenants not to sxx any of them for any of such claims, excepting from such release (a) the terms and conditions of this letter agreement and documents contemplated to be delivered hereby, (b) continued indemnification under the Company’s Amended and Restated Certificate of Incorporation, as amended, Amended & Restated Bylaws, as amended, and applicable law, (c) continued coverage as a named insured under all of the Company’s D&O insurance policies, (d) all rights under stock option and stock award agreements, stockholder, registration rights, investor rights, and similar agreements to which you and the Company are a party, and (e) all rights as a stockholder of the Company, and (ii) effective on the Effective Date, and excepting only the terms and conditions of this letter agreement and the documents contemplated to be delivered hereby, the Company, on behalf of itself and its affiliates and its and their successors and assigns, hereby releases, discharges, and waives any and all claims, counterclaims, actions, and causes of action whether asserted or unasserted and whether known or unknown which it, he, she, or they may have possessed or may possess up until the time of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date against you, and your heirs, personal representatives, successors, and assigns, including without limitation, any claims in any way related to your acts or omissions as a director of the Company, or any possible legal, equitable, contract or tort claim, whether based on breach of contract, fraud, libel, slander, tortious interference with business relations or otherwise, and covenants not to sxx any of them for any such claims. Notwithstanding the foregoing, the Company’s release of you shall not include any claims arising out of or relating to any of your conduct that is criminal or fraudulent as determined in a final non-appealable judgment. This letter agreement may be executed in any number of counterparts, which together shall constitute this agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof). Any amendments or modifications hereto must be executed in writing by all parties. If the foregoing correctly sets forth our agreement and understanding, please indicate your acceptance of the foregoing by signing and returning to me a copy of this Agreementagreement. Very truly yours, to the fullest extent permitted by lawTHEMAVEN, whether presently known or unknownINC. By: /s/ Rxxx Xxxxxxxxx Name: Rxxx Xxxxxxxxx Title: CEO Accepted and Agreed: Name: /s/ Jxxxxx Xxxxxx Jxxxxx Xxxxxx Date: March 9, 2021 SCHEDULE A List of Stock Options and whether based Restricted Stock Awards Jxxx Xxxxxx Stock Option Grants Grant Date Shares Strike Price 3/22/2017 20,000 $ 1.20 5/22/2017 60,000 $ 1.70 5/22/2017 240,000 $ 1.11 5/23/2018 200,000 $ 1.90 5/23/2018 400,000 $ 1.90 9/13/2018 1,500,000 $ 0.56 Total 2,420,000 Jxxx Xxxxxx Restricted Stock Awards Grant Date Shares Value at law or in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**Grant 2/6/2020 62,500 $ 0.75 1/1/2021 83,333 $ 0.60 Total 145,833

Appears in 1 contract

Samples: theMaven, Inc.

Mutual Releases. Upon execution 4.1 (a) Except for the Debtor’s and the Creditors Committee’s obligations expressly set forth in this Agreement, in consideration of this Agreement by all Partiesand the monies and other good and valuable consideration provided to Estrin and Bxxxxx pursuant to this Agreement, the provisions of Section 11.3 shall apply to each of Ocera Estrin and LicenseeBxxxxx, respectively. With respect solely to the Prior Licensee Agreements, a Party individually and on behalf of itselftheir respective successors, its subsidiariesassigns, agents, affiliates, parentsattorneys, predecessorsfinancial advisors and accountants (individually and collectively, successors the “Estrin/Bxxxxx Releasors”), hereby irrevocably and assigns or transfereesunconditionally release, waive and forever discharge the Debtor, the Creditors Committee and each of its members, individually and in their capacity as a member of the Creditors Committee, and each of their respective representativessuccessors, officersassigns, agents, shareholdersaffiliates, partnersattorneys, members, managersfinancial advisors and accountants, directors, employeesofficers and employees (individually and collectively, successors the “Debtor/Committee Releasees”), from any and assignsall action, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, the Estrin/Bxxxxx Releasors have ever had, may now have, or may later assert against any person of the Debtor/Committee Releasees, whether or entity acting for not arising out of or related to (i) Estrin’s and Bxxxxx’x employment with or the performance of any services to or on behalf of the Debtor or the termination of that employment with or the performance of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for services to or on behalf of any the Debtor or the termination of them that employment and each of themthose services, (for purposes ii) any claim of this Section 11.3, collectively, Estrin and Bxxxxx as a creditor of the other Party’s “Released Parties”Debtor or (iii) of and from any and all claims, liabilities, demands, obligations, amounts due, damages, losses, actions and causes of claim or cause or action of any nature Estrin and extent whatsoever arising Bxxxxx relating to the Debtor’s bankruptcy proceedings from actions or failures to act that occurred prior the beginning of time to the Effective Date (hereinafter collectively referred to as “Estrin/Bxxxxx Claims”), Estrin/Bxxxxx Claims to include, without limitation: (a) any claims arising out of this or related to any federal, state and/or local labor or civil rights laws as each may have been amended from time to time; and (b) any claims arising out of or related to any contract, including, without limitation, the Estrin Employment Agreement and the Bxxxxx Employment Agreement, to any and all other federal, state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the fullest extent permitted by lawlaws of any country or political subdivision, whether presently known including, without limitation, any claims for any kind of tortious conduct (including but not limited to, any claim of defamation or unknowndistress or personal or business injury), and whether based at law promissory or in equityequitable estoppel, that Releasing Parties may now have or claim to have against one or more breach of the Released Parties. **Confidential Treatment Requested**Debtor’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, wrongful or retaliatory discharge or dismissal, violation of public policy and/or failure to pay or provide in whole or part any relocation allowances or expenses reimbursements, salary, compensation, bonus, incentive compensation, profit sharing, deferred stock, stock bonus awards or stock bonus incentives, stock or unit options, purchase, sale, or ownership of the stock of the Debtor, overtime compensation, severance pay, fringe benefits, perquisites or benefits or payments of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses, or for any other reason or thing.

Appears in 1 contract

Samples: Settlement Agreement (Estrin Melvyn Jay)

Mutual Releases. Upon execution Effective as of this Agreement by all Partiesthe Effective Date, the provisions of Section 11.3 shall apply to each of Ocera and LicenseeQ4, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors and assigns or transfereesone hand, and each of TriZetto, on the other hand, for themselves and their respective representativesparent, subsidiary and related corporations, officers, agentsdirectors, shareholders, partners, members, managers, directorsaffiliates, employees, agents, successors and assigns, do each hereby release and any person or entity acting for or on behalf of any of them forever discharge and covenant not to sue each of themother and their present and former respective parent, (for purposes of this Section 11.3subsidiary and related corporations, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agentsdirectors, shareholders, partners, members, managers, directorsaffiliates, employees, agents and any person or entity acting for or on behalf of any of them and each of themattorneys from all liabilities, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilities, demands, obligations, amounts due, damages, losses, actions and causes of action or suits of any nature and extent whatsoever kind, known or unknown, contingent or direct, liquidated or unliquidated, inchoate or matured, in law or in equity, arising from actions out of or failures related to act that occurred the License Agreement or the Parties’ dealings prior to the Effective Date of this Agreement(hereinafter collectively referred to as the “Released Claims”), to the fullest extent permitted by law, whether presently known or unknown, and whether based at law or in equity, that Releasing Parties may which they now have or claim ever had against the other Party, upon or by reason of any manner, cause or thing whatsoever on or at any time prior to have against one or more the Effective Date, it being the intention of the Parties to reserve nothing whatsoever hereunder and to assure the other Party its respective peace and freedom from all Released Claims of whatever character and description; provided.however, nothing contained in this Section 5 shall be deemed or construed to be a release, waiver or discharge of the terms and conditions of this Modification and the Parties’ obligations thereunder. **Confidential Treatment Requested**Each Party acknowledges the possibility that it may have unknown claims against the other arising out of or related to the License Agreement or the Parties dealings prior to the Effective Date and that by signing this Modification, each party expressly waives such claims to the extent they arise out of or relate to the License Agreement or the Parties dealings prior to the Effective Date. As of the Effective Date, the 2004 Examination shall be deemed withdrawn and resolved with prejudice.

Appears in 1 contract

Samples: Modification Agreement (Quadrant 4 System Corp)

Mutual Releases. Upon execution 9.1. Effective upon the Release Effective Date, each of this Agreement by all the Original Project Parties, the provisions of Section 11.3 shall apply to each of Ocera for itself and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itselfits respective Affiliates, its subsidiarieshereby forever remises, affiliatesreleases, parentsacquits, predecessors, successors and assigns or transfereessatisfies, and each of forever discharges the New Project Parties and their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, Affiliates (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s New Project Party Released Parties”) ), and shall be deemed to have remised, released, acquitted, satisfied, and forever discharged the New Project Party Released Parties of and from any and all manner of actions, causes of action, suits, debts, covenants, contracts, controversies, agreements, promises, claims, liabilitiescounterclaims and demands whatsoever, demandswhich the Original Project Parties and their Affiliates ever had or now have against the New Project Party Released Parties, obligationsor which any trustee, amounts duepersonal representative, damagessuccessor, lossesheir or assign of the Original Project Parties and their Affiliates hereafter can, actions and causes of action shall or may have, by reason of any nature and extent whatsoever arising from actions matter, cause or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawthing whatsoever, whether presently asserted or unasserted, known or unknown, and whether based at law suspected or unsuspected, contingent or non-contingent, liquidated or unliquidated, from the beginning of time to the Effective Date, in equity, each case that Releasing Parties may now have arise from or claim to have against one or more out of the Project, the loan made to KBLLC pursuant to the Loan Agreement, or the Loan Documents, including, but not limited to, the Completion Guaranty, Recourse Guaranty, Make Whole Letter, and Environmental Indemnity, as each are defined in the Loan Agreement (collectively, “Original Project Party Released Claims”); and agree not to file or cause to be filed any legal action against any New Project Party Released Party relating to or arising from Original Project Party Released Claims. Further, this paragraph shall not operate or be construed to operate as a release or discharge of any of the New Project Party Released Parties. **Confidential Treatment Requested**’ obligations under this Agreement or any of the Related Settlements, and does not contemplate any third-party beneficiaries except the New Project Party Released Parties.

Appears in 1 contract

Samples: Settlement and Release Agreement (Maui Land & Pineapple Co Inc)

Mutual Releases. Upon execution the effectiveness of this Agreement by all PartiesAgreement, each of the Companies, on the one hand, and GECC, on the other hand (the latter in each of its capacities as the Purchaser, the provisions of Section 11.3 shall apply to Operating Agent and the Collateral Agent) (each of Ocera the Companies and LicenseeGECC being herein referred to as a "Releasing Party"), respectively. With respect solely shall be deemed to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors have (a) released and assigns or transferees, and each of their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases forever discharged the other Party, its/their controlled entities, and its respective subsidiaries, affiliates, personal representatives, agents, employees, trusteesofficers, directors, attorneys, affiliates, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “"Released Parties") of and from any and all liabilities, claims, liabilitiessuits, obligations, indebtedness, liens, losses, causes of action , demands, obligations, amounts duerights, damages, losses, actions costs and causes of action expenses of any kind, character or nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by lawwhatsoever, whether presently known or unknown, whether fixed or contingent, and whether based at law liquidated or in equityunliquidated, that such Releasing Parties Party may now have or claim to have against one any such Released Party and which arises out of or more is connected in any way with any action of commission or omission of any Released Party existing or occurring on or prior to the date of this Agreement relating to or arising out of or in connection with any of the Securitization Agreements or any of the transactions contemplated by any of the Securitization Agreements, from the beginning of time until the execution and delivery of this Agreement (collectively, the "Released Claims") and (b) agrees forever to refrain from commencing, instituting or prosecuting any law suit, action or other proceeding against any of the Released Parties with respect to any of such Released Claims; provided, however, that the Released Claims do not include, and the releases and covenants-not-to-sue set forth in this Section 6 shall not apply to, the Released Pxxxies' respective covenants and other obligations under this Agreement or to the Released Parties. **Confidential Treatment Requested**' respective covenants and other obligations under the Surviving Provisions.

Appears in 1 contract

Samples: Security Agreement (Cone Mills Corp)

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