Common use of Release and Covenant Not to Sue Clause in Contracts

Release and Covenant Not to Sue. a. In consideration of the obligations of Sulzer as set forxx xx xxx Settlement Agreement, I, the undersigned Class Member, individually and for my heirs, beneficiaries, agents, estate, executors, administrators, personal representatives, successors and assignees, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer and all other Released Parties as to all Settled Cxxxxx. X xnderstand that certain principles of law provide that a release may not extend to claims that I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of law, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future out of or relating to the purchase, use, manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of an Affected Product THAT I MAY HAVE AGAINST ANY RELEASED PARTY.

Release and Covenant Not to Sue. a. In consideration of the obligations of Sulzer as set forxx xx xxx Settlement Agreement, I, the undersigned Class Member, individually and for my heirs, beneficiaries, agents, estate, executors, administrators, personal representatives, successors and assignees, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer and all other Released Parties as to all Settled Cxxxxx. X xnderstand that certain principles of law provide that a release may not extend to claims that I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of law, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future out of or relating to the purchase, use, manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of an Affected Product THAT I MAY HAVE AGAINST ANY RELEASED PARTY.. BLUE FORM - 6

Release and Covenant Not to Sue. a. In consideration of the obligations of Sulzer as set forxx ax xxx xxxxx xx xxx the Settlement Agreement, I, the undersigned Class Member, individually and for my heirs, beneficiaries, agents, estate, executors, administrators, personal representatives, successors and assignees, and/or, and/or if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE DISCHARGE, AND AGREE NOT TO SUE Sulzer and all other Released Parties as to all Settled CxxxxxXxxxxxx Xxaims. X xnderstand I understand that certain principles of law provide that a release may not extend to claims that which I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of law, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future out of or relating to the purchase, use, manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of an Affected Product THAT I MAY HAVE AGAINST ANY RELEASED PARTY.

Release and Covenant Not to Sue. a. In consideration of the obligations of Sulzer as set forxx ax xxx xxxxx xx xxx the Settlement Agreement, I, the undersigned Class Member, individually and for my heirs, beneficiaries, agents, estate, executors, administrators, personal representatives, successors and assignees, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE SUE, Sulzer and all other Released Parties as to all Settled CxxxxxXxttled Claims. X xnderstand I understand that certain principles of law provide that a release may not extend to claims that I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of law, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future out of or relating to the purchase, use, manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of an Affected Product THAT I MAY HAVE AGAINST ANY RELEASED PARTY.

Release and Covenant Not to Sue. a. In consideration (a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) Seller, on behalf of Sulzer as set forxx xx xxx Settlement Agreementitself and its Affiliates and its and their heirs, Ilegal representatives, predecessors and successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the undersigned Class MemberCompany and its Affiliates (including, individually for the avoidance of doubt, Buyer and for my heirsIssuer) and each of their respective past, beneficiariespresent or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, estateattorneys or representatives or any successor or assign thereof (each, executorsa “Releasee”) of, administratorsfrom and against any and all actions, personal causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (each, a “Claim”) which Seller or its Affiliates or any of their respective heirs, legal representatives, predecessors and successors and assignees, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product (including those by merger) or of the person who assigns ever had or now has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, about which Seller knows or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer and all other Released Parties as to all Settled Cxxxxx. X xnderstand that certain principles of law provide that a release may not extend to claims that I do not know reasonably should have known on or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect prior to the Agreement Date (including, without limitation, after taking into account matters released herein which may be applicable disclosed and made reasonably apparent to this Settlement. Despite such principles the board of lawdirectors of Trilogy Investors, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or LLC) arising in the future out of or relating to the purchaseCompany and its Subsidiaries (including, usewithout limitation, manufacturearising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approvalthe 26 “Released Claims”). Xxxxxx further agrees not to, and labeling agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Affected Product Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other than purchase options in accordance with the terms of the existing lease or development joint ventures) at the Company or any of its subsidiaries with equity during the term of this Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall in any way modify the rights and the obligations of the members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT I MAY THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE AGAINST ANY MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10

Release and Covenant Not to Sue. a. In consideration of the obligations of Sulzer as set forxx ax xxx xxxxx xx xxx the Settlement Agreement, I, the undersigned Class Member, individually and for my heirs, beneficiaries, agents, estate, executors, administrators, personal representatives, successors and assignees, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer and all other Released Parties as to all Settled CxxxxxXxxxxxx Xxaims. X xnderstand I understand that certain principles of law provide that a release may not extend to claims that I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of law, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future out of or relating to the purchase, use, manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of an Affected Product THAT I MAY HAVE AGAINST ANY RELEASED PARTY.. YELLOW FORM - 3

Release and Covenant Not to Sue. a. In consideration ORIGINAL BORROWER. Original --------------------------------------------------- Borrower, on behalf of itself and all of its heirs, successors and assigns, remise, release, acquit, satisfy and forever discharge Lender or any of Lender's predecessors in interest and any subsidiary or affiliate of Lender or any of Lender's predecessors in interest, and all of the obligations of Sulzer as set forxx xx xxx Settlement Agreementpast, Ipresent and future officers, the undersigned Class Memberdirectors, individually and for my heirscontractors, beneficiariesemployees, agents, estateservicers (including, executorsbut not limited to, administratorsLennar Partners, personal Inc.), attorneys, representatives, participants, successors and assigneesassigns of Lender and Xxxxxx's predecessors in interest (collectively, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer "Lender Parties") from any and all other Released Parties as to all Settled Cxxxxx. X xnderstand that certain principles manner of law provide that a release may not extend to claims that I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be ORANGE FORM - 9 true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of lawdebts, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS-------------- accountings, RIGHTSbonds, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLYwarranties, FINALLYrepresentations, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMScovenants, including assigned promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, whether demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, asserted either now accrued or unassertedsubsequently maturing, regardless which Original Borrower now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the legal theoryworld to and including the date of this Agreement, existing now or including, without limitation, matters arising in the future out of or relating to (a) the purchaseLoan, useincluding, manufacturebut not limited to, saleits administration or funding, distribution(b) the Loan Documents, promotion(c) the assumption of the Loan by New Borrower, marketing(d) the consent by Lender to the Requested Actions, clinical investigation(e) the secured indebtedness described in the Loan Documents, administration(f) the Indebtedness described in Section 1.3 hereof, regulatory approval(g) any other agreement or transaction between any of Borrower Parties and any of Lender Parties, and labeling (h) the Project or its development, financing and operation. Original Borrower for itself and all of an Affected Product THAT I MAY its successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising through and including the date of this Agreement. As further consideration for the agreements herein contained, Original Borrower hereby agree, represent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, and Original Borrower hereby waives any and all rights and benefits with respect to any matters arising out of or relating to matters arising out of or relating to (a) the Loan, including, but not limited to, its administration or funding, (b) the Loan Documents, (c) the secured indebtedness described in the Loan Documents, (d) the assumption of the Loan by New Borrower, (e) the consent by Xxxxxx to the Requested Actions, (f) the Indebtedness described in Section 1.3 hereof, (g) any other agreement or transaction between any of Borrower Parties and any of Lender Parties, and (h) the Project or its development, financing and operation which Original Borrower now has, or in the future may have conferred upon Original Borrower by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE AGAINST ANY RELEASED PARTYMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. In this connection, Original Borrower hereby agrees, represents, and warrants that it realizes and acknowledges that factual matters now unknown to Original Borrower may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Original Borrower further agrees, represents and warrants that the release herein contained has been negotiated and agreed upon in light of that realization and that Original Xxxxxxxx nevertheless hereby intends to release, discharge and acquit all parties so released from any such unknown claims.