Common use of Mutual Releases Clause in Contracts

Mutual Releases. Except for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Omax Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 2 contracts

Samples: Settlement Agreement and Mutual Release, Settlement Agreement and Mutual Release

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Mutual Releases. Except for the rights, duties and obligations set forth in this Settlement Agreement, AmarinThe Parties, on behalf of itself themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future direct or indirect parentsofficers, subsidiaries, divisions, predecessors, affiliatesdirectors, shareholders, directorsinterest holders, ownersmembers, partners, associatesattorneys, executivesagents, licensees, ownersemployees, managers, servants, administrators, officers, employees, representatives, agentsassigns, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a groupsuccessors-in-interest, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, throughunder, or in concert with them or them, and each of them, hereby release and discharge the other Parties, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of them (collectivelythe foregoing, “Omax Released Parties”), from any affiliates and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself assigns and its and their past, present, and future direct or indirect parentsofficers, subsidiaries, divisions, predecessors, affiliatesdirectors, shareholders, directorsinterest holders, ownersmembers, partners, associatesattorneys, executivesagents, licensees, ownersemployees, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors assigns and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupsuccessors-in-interest, and all persons or entities acting by, through, under or in concert with them or any them, and each of them, do fully from all known and completelyunknown charges, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or propertycomplaints, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demandsgrievances, liabilities, obligations, offsetspromises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and causes punitive damages, of action any nature whatsoever, whether known, suspected known or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unassertedwhich any Party has, or existing may have had, against any other Party, whether or contingentnot apparent or yet to be discovered, for (i) any acts or omissions related to or arising from the License Agreement or (ii) the Disputes. This Termination Agreement resolves any released claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs, and regardless of the legal theory or theories of damages against attorneys’ fees. The released claims shall not include any of them claims relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution a breach of this Settlement AgreementTermination Agreement or a breach of provisions in the License Agreement that survive termination.

Appears in 1 contract

Samples: Confidential Termination and Settlement Agreement and Mutual (Lexicon Pharmaceuticals, Inc.)

Mutual Releases. Except for (a) Effective at and as of the rights, duties and obligations set forth in date of this Settlement Agreement, Amarinfor good and valuable consideration, the adequacy of which is hereby confirmed, each Party to this Agreement on behalf of itself and each of its past, present, Affiliates and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, each of their respective directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representativesadvisors, attorneys, professionals, agents, insurerspartners, attorneysstockholders, members, associates, representatives, predecessors, successors and assigns and/or entities controlling Amarin or under common control with Amarinassigns, whether individually or as part of a groupboth past and present, and all persons or entities other Persons acting on behalf of, by, through, under or in concert with them or with, any and all of themthe foregoing (but solely in their respective capacities as such) (each, do fully a “Releasing Party”), hereby, irrevocably and completelyunconditionally, absolutelyforever release, expressly waive and irrevocably release forever discharge each other Party and discharge Omax each of such other Party’s Affiliates and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, each of their respective directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representativesadvisors, attorneys, professionals, agents, insurerspartners, attorneysstockholders, members, associates, representatives, predecessors, successors and assigns and/or entities controlling Omax or under common control with Omaxassigns, whether individually or as part of a groupboth past and present, and all persons or entities other Persons acting on behalf of, by, through, under or in concert with them or with, any and all of them the foregoing (but solely in their respective capacities as such) (all such Persons, collectively, the Omax Released PartiesReleasees”), of and from any and all manners of action or actionsclaims, claim or claims for relief in law or in equityobligations, suits, liensjudgments, contractsdamages (direct, indirect, consequential or otherwise), lost profits, demands, debts, rights, actions or causes of action, commitments, indebtedness, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, expenses, fees (including attorneys’ fees) and liabilities of any kind whatsoever (collectively, the “Released Claims”), in connection with (i) any and all claims and counterclaims brought in the Arbitration Proceeding, and (ii) any and all claims and counterclaims based on, arising out of, and/or otherwise relating to that certain Agreement and Plan of Merger, dated as of March 8, 2009, by and among Merck & Co., Inc., Schering-Plough Corporation, Blue, Inc., and Purple, Inc., as well as the consummation of the transactions contemplated by that same Agreement and Plan of Merger, that could have been brought in an arbitration proceeding pursuant to the terms of the Distribution Agreement, whether liquidated or expensesunliquidated, fixed or contingent, direct asserted or indirectunasserted, any and all debtsmatured or unmatured, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected known or unknown, foreseen or unforeseen or otherwise, of every kind and regardless nature (whether direct, derivative or otherwise), in any forum, venue or jurisdiction, whether federal, state, local, administrative, regulatory or otherwise, then existing or thereunder arising, in any federal, state or local law or of whether the claimed injuries and/or damages are not yet known common, statutory or manifestedregulatory law, filed or unfiled, asserted or as yet unassertedequity, or existing otherwise, that are based in whole or contingentpart on any act, and regardless of the legal theory omission, transaction, event, or theories of damages against any of them relating to any conduct other occurrence taking place on or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution date of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 1 contract

Samples: Second Amendment Agreement (Merck & Co. Inc.)

Mutual Releases. Except for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its past, presentPlaintiffs, and future direct or indirect parentseach of them, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, for themselves and their respective successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a groupassigns, and all persons others acting or entities acting claiming by, through, under or in concert with them or any of the foregoing (“Plaintiff Releasors”), do hereby fully, finally, completely and forever release each of the Defendants, and each of their officers, directors, employees, agents, predecessors, attorneys, successors, subsidiaries, affiliates, related entities, heirs, assigns, insurers, and reinsurers and each of them, do fully collectively and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupindividually, and all persons others acting or entities acting claiming by, through, under or in concert with them or any of them the foregoing (collectively, Omax Released PartiesDefendant Releasees”), from any and all manners of action or claims, actions, claim or claims for relief in law or in equitycauses of action, suits, liensdebts, contractsbreaches, damages, losses, disputes, accounts, obligations, agreements, promises, liabilities, injuries to person duties or propertyany other demand of whatsoever kind, claimscharacter or nature, predicate actswhether legal or equitable, damagesin contract or tort, lossespersonal or otherwise, costswhich any of the Plaintiff Releasors has, or expensesmay have, fixed against any of the Defendant Releasees, upon or contingentby any reason, direct cause or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action thing whatsoever, whether known, suspected or unknownclaimed, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiledunknown, asserted or as yet unasserted, including, without limitation, all claims which relate in any manner to the Dispute and/or the Litigation. Plaintiffs further covenant, agree, consent and stipulate not to xxx, maintain or existing bring any suit, action, proceeding or contingentapplication of any type or nature for any claim released herein. Settlement Agreement and Release Clanton et xx x. Xxxxxxx et al 2949658 Defendants, and regardless each of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement. Except for the rightstheir officers, duties and obligations set forth in this Settlement Agreementdirectors, Omaxemployees, on behalf of itself and its pastagents, presentpredecessors, and future direct or indirect parentsattorneys, successors, subsidiaries, divisions, predecessors, affiliates, shareholdersrelated entities, directorsheirs, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agentsassigns, insurers, attorneysand reinsurers and each of them, successors collectively and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupindividually, and all persons others acting or entities acting claiming by, through, under or in concert with them or any of the foregoing (“Defendant Releasors”), do hereby fully, finally, completely and forever release each of the Plaintiffs, and each of them, do fully for themselves and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, their respective successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a groupassigns, and all persons others acting or entities acting claiming by, through, under or in concert with them or any of them the foregoing (collectively, Amarin Released PartiesPlaintiff Releasees”), from any and all manners of action or claims, actions, claim or claims for relief in law or in equitycauses of action, suits, liensdebts, contractsbreaches, damages, losses, disputes, accounts, obligations, agreements, promises, liabilities, injuries to person duties or propertyany other demand of whatsoever kind, claimscharacter or nature, predicate actswhether legal or equitable, damagesin contract or tort, lossespersonal or otherwise, costswhich any of the Defendant Releasors has, or expensesmay have, fixed against any of the Plaintiff Releasees, upon or contingentby any reason, direct cause or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action thing whatsoever, whether known, suspected or unknownclaimed, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiledunknown, asserted or as yet unasserted, or existing or contingentincluding, and regardless of the legal theory or theories of damages against without limitation, all claims which relate in any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior manner to the execution Dispute and/or the Litigation. Defendants further covenant, agree, consent and stipulate not to xxx, maintain or bring any suit, action, proceeding or application of this Settlement Agreementany type or nature for any claim released herein.

Appears in 1 contract

Samples: Settlement Agreement and Release (Adcare Health Systems, Inc)

Mutual Releases. Except for A.) Effective upon Final Receipt, and in consideration of the rightsSettlement Amount, duties the below release and obligations set forth in other terms and conditions of this Settlement Agreement, Amarin, the Sassoon Parties on their own behalf and on behalf of itself their present and its pastformer partners, presentprincipals, and future direct or indirect officers, directors, employees, agents, receivers, trustees, attorneys, predecessors, successors, assigns, successors in interest, parents, subsidiaries, divisionsaffiliates, predecessorsdivisions (collectively “Sassoon Releasors”), do hereby acknowledge full and complete satisfaction of, and hereby do, finally and forever, release, acquit, and discharge the Caprius Parites, their subsidiaries, affiliates, shareholdersand parents, their respective past and present heirs, successors, predecessors and assigns, and each of their respective current and former officers, directors, shareholders, owners, partners, associatesmanagers, executivesmembers, licensees, owners, managersemployees, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors agents and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, attorneys and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them their respective insurers (collectively, collectively Omax Released PartiesCaprius Releasees”), of and from any and all manners of action or demands, obligations, actions, claim or claims for relief in law or in equitycauses of action, suitscounterclaims, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate actsrights, damages, losses, costs, or contribution claims, claims for restitution, suits, claims for sums of money, contracts, controversies, agreements, judgments, expenses, fixed or contingentcompensation and demands of any nature whatsoever, direct or indirect, any and all debts, claims, demandsrights, liabilities, obligations, offsets, actions and causes of action whatsoeverof any nature, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in at law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected known or unknown, whether suspected or unsuspected, including, without limitation, any individual claims and regardless any claims in a representative capacity they have, had or may have at any time based on, arising out of whether or relating to, including the claimed injuries and/or damages are not yet known or manifestedSassoon Agreement, filed or unfiled, asserted or as yet unasserted, or existing or contingent, the Litigation and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement AgreementAmount.

Appears in 1 contract

Samples: Release and Settlement Agreement (Caprius Inc)

Mutual Releases. Except for (a) As of the rightsEffective Date, duties and obligations set forth in this Settlement Agreement, Amarinthe Company, on behalf of itself itself, its subsidiaries and its pastcurrent and former Affiliates, presentagents, partners, Associates, members, consultants, employees, officers, directors, representatives, attorneys, insurers, related companies and future direct or indirect parentspartnerships, subsidiaries, divisionsaffiliated companies and partnerships, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a groupassigns, and all other persons or entities acting by, through, through or in concert with them (the “Company Releasing Parties”), permanently, fully and completely releases, acquits and discharges the Stockholder Releasing Parties (as defined below), jointly or severally of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, direct or derivative, foreseen, unforeseen, known or unknown, that the Company Releasing Parties has had, now has or may have against any of the Stockholder Parties or the Stockholder Releasing Parties collectively, jointly or severally, at any time prior to and including the Effective Date arising out of or in any way related to the 2024 Annual Meeting, the Stockholder Demand or any allegations of themwrongdoing that the Stockholder Parties published or sent to the Board during the Stockholder Parties’ proxy contest at the Company. (b) As of the Effective Date, do fully the Stockholder Parties, for themselves and completelytheir current and former Affiliates, absolutelyagents, expressly partners, Associates, members, consultants, employees, officers, directors, representatives, attorneys, insurers, related companies and irrevocably release partnerships, affiliated companies and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisionspartnerships, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupsuccessors, and all other persons or entities acting by, through, through or in concert with them (the “Stockholder Releasing Parties”), and each of them, permanently, fully and completely release, acquit and discharge the Company Releasing Parties, jointly or severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever, direct or derivative, foreseen, unforeseen, known or unknown, that the Stockholder Releasing Parties or any of them (collectivelyhave had, “Omax Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costsnow have, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages may have against any of them relating to the Company and/or the Company Releasing Parties, collectively, jointly or severally, at any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit time prior to and including the execution Effective Date, arising out of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior way related to the execution of this Settlement Agreement.2024 Annual Meeting, the Stockholder Demand

Appears in 1 contract

Samples: Execution Version 1 Cooperation Agreement (Lifevantage Corp)

Mutual Releases. Except for Upon receipt of the rightsSettlement Payment, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself Plaintiff and its past, present, members and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part each of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parentsassigns, agents, members, shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers, representatives, affiliates, successors, predecessors, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax any other person or under common control with Omax, whether individually or as part of a group, and all persons or entities entity acting by, throughfor, through or in concert with them or Plaintiff do hereby release, give up and forever discharge Defendant and any of them (collectivelyits members, “Omax Released Parties”)past, present and future assigns, agents, members, shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers, representatives, parent companies, affiliates, successors, predecessors, subsidiaries, divisions, and any other person or entity acting by, for, through or in concert with Defendant from any and all manners of action past, present or future claims, actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate actscauses of action, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demandsjudgments, liabilities, obligations, offsetsliens, suits, executions, costs, and causes attorneys’ fees of action any kind whatsoever, in law or equity, whether knownbased in tort, contract, statute or other theory of recovery, that exist or are based upon actions, transactions, events, things, acts or conduct that occurred or arose as of or prior to the date this Agreement is fully-executed, whether known or unknown, accrued or un-accrued, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the unsuspected. Upon execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself Defendant and its individual members and each of their past, present, present and future direct or indirect parentsassigns, agents, members, shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers, representatives, affiliates, successors, predecessors, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax any other person or under common control with Omax, whether individually or as part of a group, and all persons or entities entity acting by, throughfor, through or in concert with them or Defendant does hereby release, give up and forever discharge Plaintiff and any of themits members, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parentsassigns, agents, members, shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers, representatives, affiliates, successors, predecessors, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin any other person or under common control with Amarin, whether individually or as part of a group, and all persons or entities entity acting by, throughfor, through or in concert with them or any of them (collectively, “Amarin Released Parties”), Plaintiff from any and all manners of action past, present or future claims, actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate actscauses of action, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demandsjudgments, liabilities, obligations, offsetsliens, suits, executions, costs, and causes attorneys’ fees of action any kind whatsoever, in law or equity, whether knownbased in tort, contract, statute or other theory of recovery, that exist or are based upon actions, transactions, events, things, acts or conduct that occurred or arose as of or prior to the date this Agreement is fully-executed, whether known or unknown, accrued or un-accrued, suspected or unknown, and regardless of whether unsuspected. Nothing in the claimed injuries and/or damages are not yet known foregoing paragraphs or manifested, filed or unfiled, asserted or anywhere else in the Agreement shall be deemed as yet unasserted, or existing or contingent, and regardless a waiver of the legal theory or theories of damages against any of them relating parties’ individual rights to any conduct or action of enforce the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution terms and conditions of this Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement and Release (RespireRx Pharmaceuticals Inc.)

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Mutual Releases. Except for the rights, duties and obligations set forth in created under this Settlement Agreement, Amarinthe Parties, on behalf for themselves and for each of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, their predecessors, successors, parent entities, subsidiary entities, associated or related entities, heirs, legatees, devisees, beneficiaries, administrators, executors, trustees, assigns, affiliates, partners, managers, shareholders, directors, owners, partnersofficers, associates, executivesemployees, licensees, owners, managersagents, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a grouprepresentatives (present and former), and all persons or entities acting who at any time have acted by, through, under, or in concert with them any or any all of themthe foregoing persons and entities, do fully now irrevocably and completelyunconditionally remises, absolutelyreleases, expressly acquits, absolves and irrevocably release forever discharges the other, and discharge Omax each and its past, present and future direct or indirect parents, subsidiaries, divisions, all of their predecessors, successors, parent companies or entities, subsidiary companies or entities, associated or related companies or entities, heirs, legatees, devisees, beneficiaries, administrators, executors, trustees, assigns, affiliates, partners, managers, shareholders, directors, owners, partnersofficers, associates, executivesemployees, licensees, owners, managersagents, servants, administrators, officers, employees, representatives, agentsattorneys, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a grouprepresentatives (present and former), and all persons or entities acting who at any time have acted by, through, under, or in concert with them any or any all of them (collectivelythe foregoing persons and entities, “Omax Released Parties”), of and from any and all manners causes of action or actions, claim or claims for relief in law or in equity, suits, liensdebts, contracts, promisescharges, liabilities, injuries to person or propertycomplaints, claims, predicate actssuits, damages, obligations, promises, agreements, losses, costs, controversies, judgments, and expenses, of every kind whatsoever, whether known or expensesunknown, fixed or contingent, direct or indirectderivative, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether knownsubrogated or assigned, suspected or unknownunsuspected, and regardless of whether that the claimed injuries and/or damages are not yet known Parties have or manifested, filed or unfiled, asserted or as yet unassertedmay have, or existing that it at any time previously had or contingentclaimed to have, and regardless of the legal theory or theories of damages that it at any time subsequently may have or claim to have, against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all released persons or entities acting byby reason of any matter, throughcause, act, omission, or in concert with them thing whatsoever from the beginning of time to the Effective Date of this Agreement, arising from or relating to the Litigation, the Project, the Entitlements and any other approvals or permits granted to DEVELOPER or its successors for or related to the Project up to and including the date of themthis Agreement, do fully and completelyincluding without limitation all matters, absolutelycauses, expressly and irrevocably release and discharge Amarin and its pastacts, present and future direct omissions, or indirect parentsthings whatsoever that may have been, subsidiarieswere, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part ever could fulfillment of a grouptheir obligations, and take all persons additional actions that may be necessary or entities acting by, through, or in concert with them or any appropriate to give full force and effect to the terms and conditions of them (collectively, “Amarin Released Parties”), from any this Agreement and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages that are not yet known or manifestedinconsistent with such terms and conditions. Each Party, filed or unfileddiligently and in good faith, asserted or as yet unasserted, or existing or contingent, shall undertake all actions and regardless of procedures reasonably required to carry out the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution purpose and intent of this Settlement Agreement.

Appears in 1 contract

Samples: Memorandum of Agreement

Mutual Releases. Except for (a) Upon the rights, duties and obligations set forth in effectiveness of this Settlement Agreement, Amarinthe Parties, on behalf of itself themselves and its pastall of their respective current and/or former investors, presentpartners, and future direct or indirect parentsgeneral partners, subsidiariesjoint venturers, divisions, predecessors, affiliateslimited partners, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, directors, employees, representativesmanagers, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisionsaffiliates, predecessors, affiliatessuccessors, shareholderssuccessors-in-interest, assignees, corporations, partnerships, heirs, executors, and administrators, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, fully and forever releases, acquits, disclaims, remises, waives, relinquishes, and discharges each other, and each of the Parties’ respective current and/or former creditors, investors, partners, present and former general partners, present and former limited partners, present and former shareholders , owners, control persons, officers, directors, owners, partners, associates, executives, licensees, ownersmanaging directors, managers, servantsemployees, administratorsagents, officers, employeesattorneys, representatives, agentsadvisors, insurers, attorneysparents, successors and assigns and/or entities controlling Omax or under common control with Omaxsubsidiaries, whether individually or as part of a groupaffiliates, predecessors, successors, successors-in-interest, assignees, trusts, beneficiaries, trustees, grantors, corporations, partnerships, heirs, executors, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Omax Released Parties”)administrators, from any and all manners of action or claims, debts, demands, accountings, actions, claim or claims for relief in law or in equitycauses of action, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate actscontroversies, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demandssuits, liabilities, obligations, offsetscharges, and causes remedies of action whatsoeverwhatever nature, whether known, suspected known or unknown, and regardless of foreseen or unforeseen, whether the claimed injuries and/or damages are not yet known or manifestedat law, filed or unfiled, asserted or as yet unassertedadmiralty, or existing equity, that have arisen or contingentcould arise by either of the Parties hereto, or their above referenced affiliates, arising out of, related to (directly or indirectly), or connected in any way with Xxxxx’ employment at the Company which occurred on or before the Separation Date. The releases set forth herein shall be, and regardless remain in effect as, full and complete releases, notwithstanding the discovery or existence of the legal theory any such additional or theories of damages against any of them different facts relating to any conduct or action of the Omax Released Parties concerning the subject matter of Xxxxx’ employment with the Lawsuit prior to the execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct Company or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.this

Appears in 1 contract

Samples: Separation Agreement and General Release (Build a Bear Workshop Inc)

Mutual Releases. Except Effective upon its receipt of the Settlement Amount, and except as to obligations created herein, GSEI, for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its pastpast and present shareholders, presentofficers, directors, employees, administrators and representatives, hereby fully releases, remises, acquits and forever discharges Mega, and future direct or indirect parentsits affiliates, subsidiariespredecessors and successors, divisionstogether with each of their past and present officers, predecessors, affiliatesdirectors, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officersrepresentatives, employees, representatives, agents, insurersconsultants, attorneys, successors fiduciaries and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Omax Released Parties”)assigns, from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligationsobligations and expenses of any kind or nature arising out of any acts, offsetsomissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to, or described in the Action or the Investment Agreements, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and causes of action whatsoever, whether known, suspected accrued or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the hereafter maturing. Effective upon execution of this Settlement Agreement. Except Agreement and except as to obligations created herein, Mega, for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its pastpast and present shareholders, presentofficers, directors, employees, administrators and representatives, hereby fully releases, remises, acquits and forever discharges GSEI, and future direct or indirect parentsits affiliates, subsidiariespredecessors and successors, divisionstogether with each of their past and present officers, predecessors, affiliatesdirectors, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officersrepresentatives, employees, representatives, agents, insurersconsultants, attorneys, successors fiduciaries and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligationsobligations and expenses of any kind or nature arising out of any acts, offsetsomissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to, or described in the Action or the Investment Agreements, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and causes of action whatsoever, whether known, suspected accrued or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementhereafter maturing.

Appears in 1 contract

Samples: Settlement Agreement and Mutual General Release (Mega Media Group Inc)

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