Common use of Releases Clause in Contracts

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 3 contracts

Sources: Settlement Agreement, Settlement Agreement, Settlement Agreement

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective upon the date hereof, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, ▇▇▇▇▇▇ or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not ▇▇▇ or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a). (b) Effective Dateupon the date hereof, Named Plaintiffs the GB Parties and Settlement Class MembersSilver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their present and current or former principalspredecessors, agents, servants, partners, joint venturers, employees, contractors, predecessorssuccessors, assigns, affiliates, subsidiaries, parents, trustees, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwritersagents, accountantsprincipals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and lawyers trustees, and any persons or entities acting by, through, under, or in concert with each of them (collectively, the “Releasing PartiesGlobetrotter Releasors”), separately for good and collectivelyvaluable consideration, will release the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge Apple and each the TP Parties, as well as all of its present and their current or former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administratorsaffiliates, representativessubsidiaries, parents, shareholderstrustees, subsidiariesheirs, affiliatesbeneficiaries, executors, administrators, insurers, underwritersagents, accountantsprincipals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and lawyers trustees, and all persons acting by, through, under, or in concert with any of them (collectively, the “Apple Released PartiesThird Point Releasees”), separately and collectively, from any and all damagescharges, suitscomplaints, claims, debts, demands, assessmentsliabilities, obligations, liabilitiespromises, attorneys’ feesagreements, costscontroversies, expensesdamages, rights of action and civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before anticipated or unanticipated, ▇▇▇▇▇▇ or inchoate, which the Effective Date Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the Settlement world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the “Named Plaintiffs and Settlement Class Members’ Released Matters”Forward Purchase Agreement, the ECL or the TPB Letter or (ii) arising out of to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or related relating to the allegations of past wrongdoing referenced in the Complaint August 7, 2020 letter from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the facts underlying the ComplaintMerger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not ▇▇▇ or bring any action or cause of action, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result by way of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claimsthird-party claim, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsclaim, or demands counterclaim, against any of the Third Point Releasees in respect of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and H.2 above(iii) they will not assist any third party in initiating or pursuing a class, including collective, or other representative action in respect of any of the claims that may not be knownreleased in this Section 10(a). AccordinglyIn the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the Parties expressly waive all release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of their rights under Cal. Civil Code § 1542any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATbreach is both immaterial and not willful, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under if the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts Forward Closing (as defined in addition to or different from those they now know or believe to be true the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the matters underlying Forward Purchase Agreement is fully consummated and the Lawsuit. In furtherance of the Parties’ intentClosing occurs, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters other covenants set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(sSection 10(b) of the Courtshall not be null and void and shall continue in force and effect as if there had been no breach.

Appears in 3 contracts

Sources: Forward Purchase Agreement (Far Point Acquisition Corp), Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Each Principal, upon Rollover Holdco Member, Direct Rollover Member and each other Equityholder (together with the Effective DatePrincipals, Named Plaintiffs Rollover Holdco Members and Settlement Class Direct Rollover Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing PartiesMember Releasor)) hereby agrees that, separately in consideration of benefits he, she or it will receive in connection with the Transactions, effective upon the consummation of the Closing, he, she or it knowingly and collectivelyvoluntarily irrevocably releases and forever discharges (i) the Acquired Entities (ii) the respective Subsidiaries of the Acquired Entities, will release (iii) Rollover Holdco, and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors(iv) the respective managers, officers, managersagents and representatives of the Acquired Entities, employeestheir respective Subsidiaries and Rollover Holdco (collectively clauses (i), contractors(ii), predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, (iii) and lawyers (collectivelyiv), the “Apple Acquired Entity Released Parties”), separately and collectively, ) from any and all damagesclaims, suitscontroversies, actions, causes of action, cross-claims, counter-claims, rights, demands, debts, demandscompensatory damages, assessmentsliquidated damages, obligationspunitive or exemplary damages, liabilitiesother damages, claims for costs or attorneys’ fees, costs, expenses, rights of action and causes of action, or Liabilities of any kind or character whatsoevernature whatsoever in law, whether based on contract (express, implied, equity or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date or claimed or unclaimed (and including without limitation for or on account of fraud), against any of the Settlement Acquired Entity Released Parties that the Member Releasor or any of his, her or its successors or assigns has ever had, may now have or hereafter can, shall or may have to any extent relating in any way to or in connection with any matter, cause or thing whatsoever from the beginning of the world to and including the consummation of the Closing (subject to the proviso below, all of the foregoing collectively referred to herein as the “Named Plaintiffs Member Released Claims”); provided, however, that the foregoing release shall not include, and Settlement Class Members’ no release or discharge is given hereunder in respect of any obligations required to be performed or amounts due or owed by any Acquired Entity Released MattersParty (x) under this Agreement, the Restructuring Agreement and/or any other Transaction Document after the Closing Date (including pursuant to Section 7.06) (provided that the exception in this clause (x) shall not apply to Rollover Holdco and its managers, officers, agents and representatives with respect to each Equityholder that is not a Principal, Rollover Holdco Member or Direct Rollover Member), (y) with respect to employees of the Acquired Entities or Subsidiaries of the Acquired Entities, earned but unpaid Ordinary Course salary and bonuses or reimbursement of expenses in the Ordinary Course to the extent not past due as of the Closing Date, or (z) with respect to any obligations included in the calculation of the Balance Sheet Adjustment or Transaction Expenses as finally determined pursuant to Section 2.14. For the avoidance of doubt, except for the Affiliate Contracts and Affiliate Transactions listed on Schedule 14.15 of the Disclosure Schedule, this Agreement and the other Transaction Documents, each of the Affiliate Contracts and Affiliate Transactions are hereby terminated as of the consummation of the Closing and none of the Affiliate Contracts or Affiliate Transactions shall have any further force or effect, notwithstanding any survival or other provision contained therein to the contrary or any past practice. (b) Each of the Acquired Entities (for purposes of this Section 14.15(b), the “Acquired Entity Releasor” and with the Member Releasor, each a “Releasor” and together the “Releasors”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims hereby agrees that, without in consideration of benefits it will receive in connection with the user’s consentTransactions, Apple recordedeffective upon the consummation of the Closing, disclosed it knowingly and voluntarily irrevocably releases and forever discharges the Principals, and solely as to third partiestheir capacity as a Member or holder of Equity Interests in any of the Acquired Entities or their Subsidiaries, or failed to deletethe Equityholders (together with the Principals, conversations recorded as the result of a Siri activation. This release will include claims relating to “Member Released Parties” and the Named Plaintiffs and Settlement Class Members’ Member Released Matters of which Parties together with the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Acquired Entity Released Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel ”) from and for any and all liabilitiesclaims, claimscontroversies, actions, causes of action, cross-claims, causes of actioncounter-claims, rights, actions, suitsdemands, debts, liens, contracts, agreements, compensatory damages, costsliquidated damages, punitive or exemplary damages, other damages, claims for costs or attorneys’ fees, losses, expenses, obligations, or demands Liabilities of any kind whatsoevernature whatsoever in law, equity or otherwise, and whether known or unknown, existing or potential, or suspected or unsuspected, whether raised or claimed or unclaimed against any of the Principals that each Acquired Entity Releasor or any of its successors or assigns has ever had, may now have or hereafter can, shall or may have to any extent relating in any way to or in connection with any matter, cause or thing whatsoever from the beginning of the world to and including the consummation of the Closing (subject to the proviso below, all of the foregoing collectively referred to herein as the “Acquired Entity Released Claims” and together with the Member Released Claims, the “Released Claims”); provided, however, that the foregoing release shall not include, and no release or discharge is given hereunder in respect of any obligations required to be performed or amounts due or owed by claimany Acquired Entity Released Party (i) under this Agreement and/or any other Transaction Document, counterclaim(ii) with respect to any Member Released Party other than a Principal, setoffto the extent not relating to such Member Released Party’s capacity as a Member or holder of Equity Interests, or otherwise, including (iii) with respect to any known or unknown claims, which they have or may claim now or in for fraud. For the future to have, relating to the institution, prosecution, or settlement avoidance of the Lawsuitdoubt, except for claims the Affiliate Contracts and Affiliate Transactions listed on Schedule 14.15 of the Disclosure Schedule, this Agreement and the other Transaction Documents, each of the Affiliate Contracts and Affiliate Transactions are hereby terminated as of the consummation of the Closing and none of the Affiliate Contracts or Affiliate Transactions shall have any further force or effect, notwithstanding any survival or other provision contained therein to the contrary or any past practice. (c) Each Releasor acknowledges and intends that the releases given in this Section 14.15 shall be effective as a bar to each and every one of the Released Claims herein above mentioned or implied. Each Releasor expressly consents that the releases given in this Section 14.15 shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the enforcement effectiveness of a general release of unknown, unsuspected or unanticipated Released Claims), if any, as well as those relating to any other Released Claims herein above mentioned or implied. Each Releasor expressly waives and relinquishes all rights and benefits he, she or it may have under Section 1542 of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. California Civil Code § 1542Code, which provides thatreads as follows: “SECTION 1542. CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. 4(d) Each Releasor acknowledges and agrees that this waiver is an essential and material term of the release given in this Section 14.15 and that without such waiver Parent would not enter into this Agreement or consummate the Transactions. The Parties also expressly waive all rights under Each Releasor further agrees that in the event it should assert any other statutesclaim seeking damages against any of the Released Parties, legal decisions, or common law principles of similar effect the release given in this Section 14.15 shall serve as a complete defense to Calany such Released Claim. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true Other than with respect to the matters underlying Releasor’s rights that arise from claims that are excluded pursuant to the Lawsuit. In furtherance proviso set forth in clause (a) of this Section, each Releasor further agrees that there does not exist any claim of the Parties’ intent, the release type described in or implied by clause (a) hereof and it is not aware of any pending or threatened claims of the Named Plaintiffs type described in or implied by clause (a) hereof. (e) Each Releasor agrees that neither the releases given in this Section 14.15, nor the furnishing of the consideration for the releases given in this Section 14.15, shall be deemed or construed at any time to be an admission by any Released Party or the Releasor of any improper or unlawful conduct. (f) Each Releasor acknowledges and Settlement Class Members’ Released Matters agrees that such Releasor may hereafter discover facts different from or in addition to those now known, or believed to be true, regarding the subject matter of the releases given in this Section 14.15 and further acknowledges and agrees that the releases given in this Section 14.15 shall remain in full force and complete effect effect, notwithstanding discovery or the existence of any different or additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 3 contracts

Sources: Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (Madison Square Garden Co)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby1.1 The Bank, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present itself and former principalsany person or entity claiming through or under it, agentshereby releases and forever discharges ▇▇▇▇▇▇ and the Member, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturerstheir respective members, directors, officers, managers, employees, contractorsstockholders, representatives, advisors, agents, accountants and attorneys, Affiliates (defined, for purposes of this Agreement, as any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a Party), successors, predecessors, successorsheirs, assignstrusts, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, estates and lawyers assigns (collectively, the Apple Released PartiesReleasees”), separately of and collectively, from and with respect to any and all damageslegal and equitable Claims (as defined below). This full and complete release includes, suitswithout limitation, claims, debts, any and all demands, assessments, obligations, liabilities, attorneys’ feesindebtedness, costs, expenses, rights of action and claims or other cause or causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before liquidated or unliquidated, at law or in equity and whether sounding in contract, tort or otherwise, arising from the Effective Date beginning of time through and including the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or date hereof related to the allegations in Repurchase, the Complaint or Member’s request therefor and ▇▇▇▇▇▇’▇ role therein (each a “Claim” and, collectively, the facts underlying the Complaint“Claims”), including claims that, without the user’s consent, Apple recorded, disclosed except as to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims any Claim relating to the Named Plaintiffs any breach of this Agreement. The Bank agrees not to cause any of its Affiliates to bring a Claim and Settlement Class Members’ Released Matters not to support a Claim brought by any of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect its Affiliates, except, in each case, as to exist which, if known any Claim relating to the Releasing Parties, would materially affect the Releasing Parties’ release any breach of the Apple Released Partiesthis Agreement. 2. Except as otherwise set forth herein 1.2 The Member, on behalf of itself and any person or as to obligations created herebyentity claiming through or under it, Apple will be deemed to have completely released hereby release and forever discharged Plaintiffs discharge the Bank, and Class Counsel each of its members, directors, officers, employees, stockholders, representatives, advisors, agents, accountants and attorneys, Affiliates, successors, predecessors, heirs, trusts, estates and assigns (collectively, “Bank Releasees”), of and from and for with respect to any and all liabilitieslegal and equitable Claims, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of except as to any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, Claim relating to the institutionany breach of this Agreement. The Member agrees not to cause any of its Affiliates to bring a Claim and not to support a Claim brought by any of its Affiliates, prosecutionexcept, or settlement of the Lawsuitin each case, except for claims as to any Claim relating to the enforcement any breach of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually 1.3 ▇▇▇▇▇▇, on behalf of himself and expressly acknowledge and agree that this Agreement fully and finally any person or entity claiming through or under him, hereby releases and fully resolves the claims released in Sections H.1 forever discharges each Bank Releasee, of and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true and with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentany and all legal and equitable Claims, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of except as to any additional or different claims or facts. 6. The amount of the Class Payment pursuant Claim relating to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms any breach of this Agreement Agreement. ▇▇▇▇▇▇ agrees not to cause any of its Affiliates to bring a Claim and the Settlementnot to support a Claim brought by any of its Affiliates, including the terms except, in each case, as to any Claim relating to any breach of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 3 contracts

Sources: Settlement Agreement, Settlement Agreement (Federal Home Loan Bank of Seattle), Settlement Agreement (Federal Home Loan Bank of Seattle)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Each of the Investors, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present Ravine and former principalsits successors and assigns and himself and his heirs, executors, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, family members and lawyers assigns (collectively, the “Releasing Investor Parties”), separately hereby irrevocably waives, releases and collectively, will release and discharge Apple discharges the Company and each of its past, present and former principalsfuture officers, agents, servantsdirectors, employees, investors, shareholders, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representativesaffiliates, attorneys, divisions, subsidiaries, parents, shareholderspredecessor and successor corporations, subsidiaries, affiliates, insurers, underwriters, accountants, representatives and lawyers successors and assigns (collectively, the “Apple Released Company Parties”), separately of and collectively, from any and all claims, duties, obligations, damages, suitscosts, claimsfees, accountings, interest charges, payments, setoffs, debts, demands, assessmentsactions, obligationssuits, liabilitiesaccounts, attorneys’ fees, costs, expenses, rights of action and causes of actionaction of every kind, of any kind nature and description, in law or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedequity, known or unknown, suspected asserted or unsuspectedunasserted, occurring before and whether or not discoverable, which such Investor ever had or may have against the Effective Date Company or any of the Settlement (Company Parties from the “Named Plaintiffs beginning of time through and Settlement Class Members’ Released Matters”) including the date of this Agreement arising out of or related relating in any way to the allegations in the Complaint or the facts underlying the ComplaintSubscription Agreement, including claims thatincluding, without limitation, the userCompany’s consentobligations relating in any way to any Dilutive Issuance. (b) The Company, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as on behalf of itself and the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Company Parties, would materially affect hereby irrevocably waives, releases and discharges the Releasing Parties’ release Investors and each of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released Investor Parties of and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsduties, causes of actionobligations, rightsdamages, costs, fees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, debtsaccounts, liensand causes of action of every kind, contractsnature and description, agreementsin law or equity, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing asserted or potentialunasserted, and whether or suspected not discoverable, which the Company ever had or unsuspected, whether raised by claim, counterclaim, setoff, may have against the Investors or otherwiseRavine from the beginning of time through and including the date of this Agreement arising out of or relating in any way to the Subscription Agreement, including any known or unknown claims, which they have or may claim now or in the future but not limited to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement assignment of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect Ravine Shares by Ravine to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factsInvestors. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Stock Distribution and Release Agreement (iMedicor), Stock Distribution and Release Agreement (iMedicor)

Releases. 1. Except as otherwise Subject to the satisfaction or waiver by the Parties in writing (including via email from counsel) of the conditions precedent set forth herein or as to obligations created herebyout in Section 13 (Conditions Precedent), upon on the Effective CP Satisfaction Date, Named Plaintiffs and Settlement Class Memberseach of the Parties, on their own behalf for and on behalf of themselves and each of their respective affiliates, subsidiaries, parent companies (as applicable), as well as each of their and their affiliates’, subsidiaries’, and parent companies’ respective past, present and former principalsfuture directors, officers, partners, employees, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administratorsadvisors, representatives, insurersdirectors, underwriters, accountantsmembers, and lawyers managers (in each case, together with their successors and assigns) (collectively, the “Releasing Parties”), separately and collectively, will ) hereby release and forever discharge Apple each other Party to this Agreement and each of its their respective affiliates, parent companies, and subsidiaries, as well as each Parties’ legal advisors and their respective affiliates’, parent companies’, and subsidiaries’ respective past, present and former principals, agents, servants, partners, joint venturers, future directors, officers, managerspartners, employees, contractorsagents, predecessorsconsultants, successorslegal counsel, financial and other advisors, members and managers, (in each case, together with their successors and assigns, administratorsas applicable, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers of the foregoing) (collectively, the “Apple Released Parties”), separately ) from and collectively, from against any and all damagesclaims, demands, liens, agreements, contracts, covenants, actions, suits, claimscauses of action in law or equity, debts, demands, assessmentsbreaches of fiduciary or other duties, obligations, liabilitiescontroversies, attorneys’ feesdebts, costs, expenses, rights damages, judgments, orders and liabilities of action and causes of action, of any whatever kind or character whatsoevernature in law, whether based on contract (express, implied, equity or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing fixed or potentialcontingent, suspected or unsuspected by any of the Releasing Parties, (collectively, the “Released Claims”), which any of the Releasing Parties have, own, or suspected or unsuspected, whether raised by claim, counterclaim, setoffhold as of the CP Satisfaction Date, or otherwisehave at any time prior to the CP Satisfaction Date had, owned, or held which, in each case, are based upon or related to, or arise out of or in connection with, any matter, cause or thing existing, or anything done, omitted or suffered to be done or omitted (including any actual or alleged performance or non-performance on the part of any of the Released Parties) at any time prior to the CP Satisfaction Date, in each case, in any way related to or in connection with this Agreement, any other document relating to the Transaction as set out in the Term Sheet, the IAIL Investment Agreement (as defined in the Term Sheet), SF Reserved Matters Letter Agreement (as defined in the Term Sheet), the Indenture, the Notes, any or all of the actions and transactions contemplated hereby or thereby, the memorandum and articles of association of the Company or VAGL, and any decisions, acts or omissions in respect of any of the foregoing or otherwise affecting one or more of the Releasing Parties, including any known matters and Claims about which a Releasing Party does not know or unknown claimssuspect to exist in their favor, which they have whether through ignorance, oversight, error, negligence or may claim now or otherwise (other than in the future to havecases of any loss, relating to the institutionclaim, prosecutiondamage, liability, or settlement expense which is finally judicially determined on a non-appealable basis by a court of competent jurisdiction to have resulted from the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionswillful misconduct, or common law principles actual fraud of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdictiona Party). 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Forbearance Agreement (Vertical Aerospace Ltd.), Forbearance Agreement (Fitzpatrick Stephen James)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) As of the Effective Date, Named Plaintiffs the Company, for itself, and Settlement Class Membersto the fullest extent possible, and on behalf of the Company’s subsidiaries, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such Person, permanently, fully, and completely releases, acquits and discharges the Investor Parties, and their own behalf respective joint ventures and partnerships, Affiliates, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such Person (collectively, the “Investor Released 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, foreseen, unforeseen, known or unknown, that the Company has had, now has, or may have against any of the Investor Released Parties, collectively, jointly or severally, at any time prior to and including the Effective Date, including, without limitation, any and all claims arising out of or in any way whatsoever related to the Investor Parties’ involvement with the Company (such release by the Company, the “Company Release”). (b) As of the Effective Date, the Investor Parties, and each of them, permanently, fully and completely release, acquit and discharge the Company, and the Company’s subsidiaries, Affiliates, Associates, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such Person (in each case, and in their capacities as such) (collectively, the “Company Released 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, foreseen, unforeseen, known or unknown, that the Investor Parties or any of them, for themselves or itself, and on behalf of their present joint ventures and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessorspartnerships, successors, assigns, administratorsofficers, representativesdirectors, parentspartners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, subsidiariesauditors, affiliatesadvisors, consultants, attorneys, insurers, underwritersheirs, accountantsexecutors, administrators and lawyers successors and assigns of any such Person, have had, now have, or may have against any of the Company Released Parties, collectively, jointly or severally, at any time prior to and including the Effective Date, including, without limitation, any and all claims arising out of or in any way whatsoever related to (collectivelyi) the facts, allegations and claims asserted in the ▇▇▇▇ ▇▇▇ Litigation, the November 2024 Demand and the December 2024 Demand, (ii) the Investor Parties’ involvement with the Company or (iii) any Notes Related Agreement (such release by the Investor Parties, the “Apple Released PartiesInvestor Release” and together with the Company Release, the “Releases”). (c) Each Party hereby acknowledges that as of the time of the Effective Date, separately the Parties may have claims against one another that a Party does not know or suspect to exist in their or its favor, including, without limitation, claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the Releases set forth in this Section 7. In connection with such any such claims, each Party agrees that they intend to waive, relinquish and collectively, from release any and all damagesprovisions, suits, rights and benefits any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, debtsor to facts unknown at the time the release was entered into. In connection with this waiver, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statuteeach Party acknowledges that they, or any other theory of recoverythem, may (including, without limitation, after the Effective Date) discover facts in addition to or different from those known or believed by them to be true with respect to the subject matter of the Releases set forth in this Section 7, but it is the intention of the Parties to complete, fully, finally and whether for compensatory or punitive damagesforever compromise, settle, release, discharge and whether asserted or unassertedextinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, occurring before contingent or absolute, accrued or unaccrued, apparent or unapparent, that now exist or previously existed, without regard to the Effective Date subsequent discovery of additional or different facts. Each Party acknowledges that the foregoing waiver is a key, bargained-for element to this Agreement and the Releases that are part of it. The Investor Parties agree and expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of California Civil Code, as well as any other similar provision under federal or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claimsstate law, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides thatprovides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4(d) The Releases provided for in this Section 7 are intended to be broad, and this breadth is a bargained-for feature of this Agreement. The Parties also expressly waive all rights Despite this, the Releases provided for in this Section 7 are not intended to, and do not, extend to any Party’s obligations under this Agreement or to any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether Party’s ongoing obligations after the Effective Date under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs Convertible Note and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the SettlementNotes Related Agreements, including the terms issuance of shares pursuant to the Final Conversion Notice. For the avoidance of doubt, upon the delivery to ▇▇▇▇ ▇▇▇ Opportunities of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim 680,563 shares of any kind against the Parties, their counsel, or the Settlement Administrator with respect Common Stock pursuant to the Settlement and Final Conversion Notice as provided in Section 11(g) hereto, the matters Investor Release set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, Section 7(b) hereto shall apply with full force and effect to any claims arising under the Final Approval Order, the Final Judgment, or further order(s) of the CourtConvertible Note and Notes Related Agreements.

Appears in 2 contracts

Sources: Cooperation Agreement (Alta Fox Opportunities Fund, LP), Cooperation Agreement (Daktronics Inc /Sd/)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebya. ASM for itself, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, its legal representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, and assigns, administratorsand each of its past and present officers, representatives, parentsdirectors, shareholders, employees, subsidiaries, affiliatesdivisions, insurerspartnerships, underwritersjoint ventures, accountantsaffiliated companies, attorneys, and lawyers (collectivelyagents, the “Apple Released Parties”)hereby unconditionally releases and forever discharges APPLIED MATERIALS, separately each of its legal representatives, predecessors, successors, and collectivelyassigns, and each of its past and present officers, directors, shareholders, employees, subsidiaries, divisions, partnerships, joint ventures, affiliated companies, attorneys, and agents, and any CUSTOMERS of APPLIED MATERIALS, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoeverdemands, whether based on contract (expresscosts, impliedobligations, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and liabilities of every kind, nature, and description whatsoever arising before October 31, 1997, whether asserted individual or unassertedderivative, state or federal, known or unknown, suspected or unsuspected, occurring before fixed or contingent, direct or indirect, whether or not concealed or hidden, under or that relate to ASM LICENSED PATENTS, including without limitation all claims in law or in equity that were asserted or could have been asserted by ASM in connection with the Effective Date of lawsuits between the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations parties in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released PartiesUnited States District Court For The Northern District Of California. 2. Except as otherwise set forth herein or as b. Subject to obligations created herebyASM’s paying all amounts due under the NOTE AGREEMENT, Apple will be deemed to have completely released APPLIED MATERIALS, for itself, its legal representatives, predecessors, successors, and assigns, and each of its past and present officers, directors, shareholders, employees, subsidiaries, divisions, partnerships, joint ventures, affiliated companies, attorneys, and agents, hereby unconditionally releases and forever discharged Plaintiffs discharges ASM, each of its legal representatives, predecessors, successors, and Class Counsel assigns, and each of its past and present officers, directors, shareholders, employees, subsidiaries, divisions, partnerships, joint ventures, affiliated companies, attorneys, and agents, and any CUSTOMERS of ASM, from and for any and all liabilities, claims, cross-claims, causes of action, rightsdemands, actionscosts, suits, debts, liens, contracts, agreementsobligations, damages, costsand liabilities of every kind, attorneys’ feesnature, lossesand description whatsoever arising before October 31, expenses, obligations, or demands of any kind whatsoever1997, whether individual or derivative, state or federal, known or unknown, existing or potential, or suspected or unsuspected, fixed or contingent, direct or indirect, whether raised by claimor not concealed or hidden, counterclaim, setoff, under or otherwisethat relate to APPLIED LICENSED PATENTS, including any known those patents asserted against ASM in APPLIED MATERIALS’ Radiant Patents, Ribbed Quartz, and Epsilon 2000 cases, and including without limitation all claims that were asserted or unknown claims, which they could have or may claim now or been asserted by APPLIED MATERIALS in connection with those cases. c. As further consideration for the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, AGREEMENT and for the submission purpose of false or fraudulent claims implementing full and complete mutual releases for Settlement benefits. 3. The Parties mutually past conduct before October 31, 1997, ASM and APPLIED MATERIALS hereby expressly acknowledge and agree that this Agreement fully the releases described above in subsections (a) and finally (b) will include without limitation all matters described therein which may be unknown, unsuspected, or unanticipated; that the releases described above in subsections (a) and fully resolves (b) contemplate the extinction of all claims released in Sections H.1 and H.2 abovedescribed therein, including any claims for attorneys’ fees and costs; that may not be known. Accordingly, the Parties ASM and APPLIED MATERIALS expressly waive all any right to assert hereafter that any claim described above in subsections (a) or (b) has been, through ignorance, oversight, or negligence, omitted from the scope of their rights the release; and that ASM and APPLIED MATERIALS expressly waive any right or benefit which may be available under Cal. Section 1542 of the California Civil Code § 1542Code, which provides thatprovides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement (Asm International N V)

Releases. 1. Except as otherwise set forth By its execution hereof and in consideration of the mutual covenants contained herein or as and other accommodations granted to obligations created herebythe Credit Parties hereunder, upon the Effective Dateeach Credit Party, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and each of its Subsidiaries, and its or their present successors, assigns and former principals, agents, servantshereby expressly forever waives, partnersreleases and discharges any and all claims (including cross-claims, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantscounterclaims, and lawyers rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Releasing PartiesClaims)) any of them may, separately as a result of actions or inactions occurring on or prior to the Forbearance Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and collectivelyall defenses that may arise out of any of the foregoing) of any nature, will release and discharge Apple and each of its present and former principalsdescription, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Administrative Agent or any Forbearing Lender, their respective affiliates, agents, servantsprincipals, partnersmanagers, joint venturersmanaging members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, managers, employees, contractorsattorneys, predecessorsconsultants, successorsadvisors, assignsagents, administratorstrusts, representativestrustors, parentsbeneficiaries, shareholdersheirs, subsidiaries, affiliates, insurers, underwriters, accountants, executors and lawyers administrators of each of the foregoing (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesof, or failed to deleterelating to, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval OrderCredit Agreement, the Final Judgmentother Credit Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 21 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or further order(s) omissions by any of the CourtReleased Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 21 shall survive the termination or expiration of the Forbearance Period and the termination of the Credit Documents and the payment in full in cash of all Obligations of the Credit Parties under or in respect of the Credit Agreement and other Credit Documents and all other amounts owing thereunder.

Appears in 2 contracts

Sources: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby1.1 The Bank, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present itself and former principalsany person or entity claiming through or under it, agentshereby releases and forever discharges ▇▇▇▇▇▇▇▇▇ and the Member, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturerstheir respective members, directors, officers, managers, employees, contractorsstockholders, representatives, advisors, agents, accountants and attorneys, Affiliates (defined, for purposes of this Agreement, as any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a Party), successors, predecessors, successorsheirs, assignstrusts, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, estates and lawyers assigns (collectively, the Apple Released PartiesReleasees”), separately of and collectively, from and with respect to any and all damageslegal and equitable Claims (as defined below). This full and complete release includes, suitswithout limitation, claims, debts, any and all demands, assessments, obligations, liabilities, attorneys’ feesindebtedness, costs, expenses, rights of action and claims or other cause or causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before liquidated or unliquidated, at law or in equity and whether sounding in contract, tort or otherwise, arising from the Effective Date beginning of time through and including the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or date hereof related to the allegations in Repurchase, the Complaint or Member’s request therefor and ▇▇▇▇▇▇▇▇▇’▇ role therein (each a “Claim” and, collectively, the facts underlying the Complaint“Claims”), including claims that, without the user’s consent, Apple recorded, disclosed except as to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims any Claim relating to the Named Plaintiffs any breach of this Agreement. The Bank agrees not to cause any of its Affiliates to bring a Claim and Settlement Class Members’ Released Matters not to support a Claim brought by any of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect its Affiliates, except, in each case, as to exist which, if known any Claim relating to the Releasing Parties, would materially affect the Releasing Parties’ release any breach of the Apple Released Partiesthis Agreement. 2. Except as otherwise set forth herein 1.2 The Member, on behalf of itself and any person or as to obligations created herebyentity claiming through or under it, Apple will be deemed to have completely released hereby release and forever discharged Plaintiffs discharge the Bank, and Class Counsel each of its members, directors, officers, employees, stockholders, representatives, advisors, agents, accountants and attorneys, Affiliates, successors, predecessors, heirs, trusts, estates and assigns (collectively, “Bank Releasees”), of and from and for with respect to any and all liabilitieslegal and equitable Claims, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of except as to any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, Claim relating to the institutionany breach of this Agreement. The Member agrees not to cause any of its Affiliates to bring a Claim and not to support a Claim brought by any of its Affiliates, prosecutionexcept, or settlement of the Lawsuitin each case, except for claims as to any Claim relating to the enforcement any breach of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually 1.3 ▇▇▇▇▇▇▇▇▇, on behalf of himself and expressly acknowledge and agree that this Agreement fully and finally any person or entity claiming through or under him, hereby releases and fully resolves the claims released in Sections H.1 forever discharges each Bank Releasee, of and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true and with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentany and all legal and equitable Claims, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of except as to any additional or different claims or facts. 6. The amount of the Class Payment pursuant Claim relating to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms any breach of this Agreement Agreement. ▇▇▇▇▇▇▇▇▇ agrees not to cause any of its Affiliates to bring a Claim and the Settlementnot to support a Claim brought by any of its Affiliates, including the terms except, in each case, as to any Claim relating to any breach of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Settlement Agreement (Federal Home Loan Bank of Seattle), Settlement Agreement (Federal Home Loan Bank of Seattle)

Releases. 1. Except (a) In consideration of the covenants, terms and provisions of this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, effective as otherwise set forth herein or as to obligations created hereby, upon of the Effective DateDate of the Registration Statement referred to in Section 2, Named Plaintiffs Consultant, for himself, his predecessors and Settlement Class Memberssuccessors in interest, on their own behalf partners (past and on behalf of their present and former principalspresent), attorneys, parent corporations, subsidiaries, affiliates, assigns, agents, servants, partnersassociates, joint venturersprincipals, officers, stockholders, directors, employees, contractorsmembers, predecessorsmanagers, assigns, heirs, spouses, beneficiaries, executors, administrators, insurers and representatives, insurersif any, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”"Consultant Entities"), separately hereby absolutely and collectively, will fully and forever release and discharge Apple GTLL, TNCX, IFT, Ocean Castle and each of its present Gross, their predecessors and former principalssuccessors in interest, partners (past and present), attorneys, parent corporations, subsidiaries, affiliates, assigns, agents, servants, partnersassociates, joint venturersprincipals, officers, stockholders, directors, officersemployees, members, managers, employees, contractors, predecessors, successors, assigns, administrators, insurers and representatives, parentsif any, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”"GTLL Entities"), separately and collectively, from any and all actions, debts, liabilities, demands, damages, suitsobligations, promises, acts, agreements, costs and expenses (including without limitation, attorney's fees), rights, claims, debtscounterclaims, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any whatever kind or character whatsoevernature, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before vested or contingent, choate or inchoate, tha▇ ▇▇▇ of the Consultant Entities have or could have asserted against the GTLL Entities in connection with the Consulting Agreement and, except as set forth herein, the Consultant Entities, agree never to institute any suit or action against the GTLL Entities with respect to the Consulting Agreement; provided, however, that the obligations of the GTLL Entities under this Agreement are not released. (b) In consideration of the covenants, terms and provisions of this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, effective on the Effective Date of the Settlement (Registration Statement referred to in Section 2, the “Named Plaintiffs GTLL Entities hereby absolutely and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released fully and forever discharged Plaintiffs release and Class Counsel discharge the Consultant Entities, from and for any and all actions, debts, liabilities, demands, damages, obligations, promises, acts, agreements, costs and expenses (including without limitation, attorney's fees), rights, claims, cross-claimscounterclaims, and causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, of whatever kind or demands of any kind whatsoevernature, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimvested or contingent, counterclaimchoate or inchoate, setoff, or otherwise, including any known or unknown claims, which they tha▇ ▇▇▇ GTLL Entities have or may claim now could have asserted against the Consultant Entities in connection with the Consulting Agreement and the actions of the Consultant Entities with relation to the GTLL Entities and/or its personnel, confidential information, and all matters directly or indirectly claimed or alleged between the parties in connection therewith or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuitany way related thereto; and, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordinglyas set forth herein, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under GTLL Entities agree never to institute any other statutes, legal decisions, suit or common law principles of similar effect to Cal. Civil Code § 1542, whether under action against the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true Consultant Entities with respect to the matters underlying Consulting Agreement; provided, however, that the Lawsuit. In furtherance obligations of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to Consultant Entities under this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinare not released. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Termination and Settlement Agreement (Global Technologies LTD), Termination and Settlement Agreement (Global Technologies LTD)

Releases. 1. Except as otherwise set forth herein 7.1 Corixa, ▇▇▇▇▇▇▇, Michigan and GSK, for themselves and their agents, successors, assigns, employees, representatives and attorneys, hereby release and discharge Biogen Idec and its respective present or as to obligations created herebyformer officers, upon the Effective Datedirectors, Named Plaintiffs and Settlement Class Membersstockholders, on their own behalf and on behalf of their present and former principalsemployees, agents, servantsAFFILIATES, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assignsheirs, administratorsexecutors, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, assigns and lawyers (collectively, the “Apple Released Parties”), separately and collectively, attorneys from any and all damagesclaims, suitsdemands, claimsactions, rights, causes of action, debts, demands, assessments, obligations, liabilitiescosts, expenses, attorneys’ fees, costsdamages, expenses, rights of action and causes of action, liabilities of any kind or nature or character whatsoever, whatsoever whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before actual or potential, absolute or contingent, pending or anticipated, which relate to any and all allegations or claims of infringement of any patents of THE ▇▇▇▇▇▇▇▇ PATENT FAMILY and THE ▇▇▇▇ PATENT FAMILY with respect to any acts committed prior to the Effective Date EFFECTIVE DATE of the Settlement (the “Named Plaintiffs this AGREEMENT, any and Settlement Class Members’ Released Matters”) arising all claims that were or could have been made in THE LAWSUITS, any and all claims which arise out of or related are connected to any occurrence or conduct alleged or referred in THE LAWSUITS which occurred prior to the allegations in the Complaint or the facts underlying the ComplaintEFFECTIVE DATE of this AGREEMENT, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilitiesclaims which arise out of or are connected to the filing, prosecution, and defense of THE LAWSUITS. 7.2 Biogen Idec, for itself and its agents, successors, assigns, employees, representatives and attorneys, hereby releases and discharges Corixa, ▇▇▇▇▇▇▇, Michigan and GSK and their respective present or former officers, directors, stockholders, employees, agents, AFFILIATES, partners, predecessors, successors, heirs, executors, assigns and attorneys from any and all claims, cross-claimsdemands, actions, rights, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damagesobligations, costs, expenses, attorneys’ fees, lossesdamages, expenses, obligations, or demands and liabilities of any kind whatsoever, or nature or character whatsoever whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimactual or potential, counterclaimabsolute or contingent, setoff, pending or otherwise, including any known or unknown claimsanticipated, which they have or may claim now or in the future relate to have, relating any and all allegations and claims of infringement of any patents of THE NEORX PATENT FAMILY with respect to any acts committed prior to the institutionEFFECTIVE DATE of this AGREEMENT, any and all claims that were or could have been made in THE LAWSUITS, any and all claims which arise out of or are connected to any occurrence or conduct alleged or referred in THE LAWSUITS which occurred prior to the EFFECTIVE DATE of this AGREEMENT, and any and all claims which arise out of or are connected to the filing, prosecution, or settlement and defense of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitsTHE LAWSUITS. 3. The Parties mutually and expressly acknowledge and agree 7.3 It is specifically understood that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that AGREEMENT may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in pleaded as a full and complete effect notwithstanding discovery defense to, and may be used as a basis for an injunction against any action, suit, or existence of any additional other proceeding, which may be instituted, prosecuted, or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms attempted in breach of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAGREEMENT. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Sublicense Agreement (Spectrum Pharmaceuticals Inc), Sublicense Agreement (Spectrum Pharmaceuticals Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Conditioned upon the Closing of the Merger and from and after the Effective Time, each of the Sellers (in such capacity, “Releasors”), upon Buyer’s payment to the Effective DateExchange Agent of the Payment Fund of the amounts specified in Section 2.7(b) of the Merger Agreement, Named Plaintiffs irrevocably releases and Settlement Class Membersdischarges each and every other Releasor and the Company, on Buyer, the Surviving Corporation, the Seller Representative and their own behalf and on behalf of their present and former principalsrespective Affiliates, agentsshareholders, servantssubsidiaries, partners, joint venturersofficers, employeesmembers, contractorsdirectors, predecessorsmanagers, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, employees and lawyers agents in their capacities as such (collectively, the “Releasing PartiesReleasees)) from any claims, separately liabilities, costs, expenses, actions, suits or demands (“Claims”) however arising, whether at law or in equity, contingent, known or unknown, which each such Releasor and collectivelyits respective heirs, will release successors or assigns may have or assert, in respect of any interest in the Company, the Subsidiaries and discharge Apple their respective Affiliates arising at or before the Effective Time, including, but not limited to, any such Claims arising out of (i) any Equity Securities (including any claims for the acts or omissions of any Releasees associated with the oversight, operation and each management of its present the Company or any Subsidiary prior to the Effective Time) (ii) the Board of Director’s negotiation, approval and/or recommendation of the Merger, (iii) any director or partnership relationship with the Company, the Subsidiaries or their respective Affiliates which such Releasor or such Releasor’s heirs, successors or assigns may have or have had at any time up to and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers including the Effective Time (collectively, the “Apple Released PartiesClaims”); provided that (a) this release shall not extend to (i) any breach of the Merger Agreement, separately this Agreement or the other Ancillary Documents by any parties hereto or thereto, and/or (ii) any payroll expenses accrued in the Company’s Ordinary Course of Business relating to the last payroll period prior to the Closing Date, including any accrued salary or bonus, severance benefits, vacation and collectivelyother employee benefits, from or reimbursement of business expenses; and (b) nothing contained herein shall affect in any manner (i) the right of the Releasors, acting by and all damagesthrough the Seller Representative, suitsto pursue or defend themselves against any indemnification or other claims under the Merger Agreement or any Ancillary Document, claims, debts, demands, assessments, obligations(ii) the rights, liabilities, attorneys’ feesor obligations of any party under the Merger Agreement, costsincluding without limitation the right of any Seller to receive all the Merger Consideration to which Seller is or may become entitled under the Merger Agreement and the obligations of Buyer and the other parties under the Merger Agreement, expenses, or (iii) the rights of action the Releasors to be indemnified under (A) the certificate of incorporation and causes bylaws of actionthe Company and the Surviving Corporation or (B) any employment and non-competition agreement in existence as of the date hereof or entered into in anticipation of the consummation of the Merger between the Seller on the one hand and Buyer, the Company or any of their respective subsidiaries on the other hand, or (iv) the rights of any kind Seller to compensation or character whatsoeverother employment benefits earned or accrued by or for the benefit of such Seller prior to the Effective Time in respect of services performed by such Seller as an employee of the Company, whether based on contract solely to the extent not paid by the Company prior to the Effective Time. Each Releasor confirms that such Releasor has been given a reasonable period within which to consider this release and its consequences and that such Releasor has been advised prior to executing this Agreement to consult with any attorney or any personal or financial advisor such Releasor chooses. (expressb) Conditioned upon the Closing of the Merger and from and after the Effective Time, impliedeach Releasor will not, and will cause such Releasor’s Affiliates not to, bring, continue or maintain any Released Claims against any Releasee before any court, administrative agency or other forum. Although a Releasor may file a charge with state or federal agencies, from and after the Effective Time the Releasors agree not to seek or accept any money damages or other relief upon the filing of any such administrative charges or complaints, or otherwise)in judicial proceedings arising therefrom. If any court, statuteadministrative agency or other forum assumes jurisdiction over any Released Claim against any Releasee from and after the Effective Time, then the Releasors will, and will cause the Releasors’ Affiliates to, promptly direct such court, agency or forum to withdraw from or dismiss the Released Claim with prejudice. If any Releasor or any of such Releasor’s Affiliates violates this Agreement by suing a Releasee for any Released Claim, then such Releasor will pay all costs and expenses (including reasonable attorney’s fees and costs) incurred by the Releasee in defending against such suit from and after the Effective Time. (c) Buyer covenants and agrees that it will not bring any claim, and it will not permit any of its Subsidiaries, including the Surviving Corporation, to bring any claims against any Seller signing this Agreement relating to such Seller’s role as an officer, director or stockholder of the Company prior to the Closing other than any claims permitted by or arising out of the Merger Agreement, this Agreement or any other theory of recoveryTransaction Document, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims thatincluding, without the user’s consentlimitation, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitsfraud. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Merger Agreement (Blackhawk Network Holdings, Inc), Seller Support Agreement (Blackhawk Network Holdings, Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective immediately upon the Effective DateClosing, Named Plaintiffs and Settlement Class Memberseach of the InfraREIT Entities, on their own behalf and on behalf of itself and its Affiliates and their respective Representatives and equityholders and their respective successors and assigns (collectively, the “InfraREIT Releasors”), hereby irrevocably and unconditionally waives, relinquishes, releases and forever discharges each of the ▇▇▇▇ Entities and Sharyland and each of their respective past, present or future Affiliates and former principalstheir respective Representatives, agentsequityholders, servantssuccessors and assigns (collectively, partnersthe “▇▇▇▇ Releasees”) from and against any and all causes of actions, joint venturerssuits, employeesclaims, contractorsdemands, predecessorsproceedings, assignsdamages, heirsdebts, spousesaccounts, beneficiariescovenants, executorscontracts, administratorsjudgments and liabilities of any kind and nature whatsoever, representativesknown or unknown, insurerscurrently existing or arising in the future, underwritersat law or in equity, accountantswhether foreseen or unforeseen, suspected or unsuspected, existing or inchoate, contingent or accrued, asserted or unasserted (collectively, “Claims”), that such InfraREIT Releasors ever had, now have or may have against any ▇▇▇▇ Releasee, in each case, by reason of any matter, cause or thing whatsoever arising under, relating to or in connection with the Third Amended and Restated Company Agreement of SDTS, dated as of January 29, 2015, between SU and Transmission and Distribution Company, L.L.C. (the “SDTS LLCA”), the Subject Agreements and/or the Subject Leases or the transactions and arrangements carried out thereunder or contemplated thereby. Each InfraREIT Entity covenants and agrees not to, and lawyers shall cause each of the other InfraREIT Releasors not to, assert any such Claim against any of the ▇▇▇▇ Releasees. Notwithstanding the foregoing provisions of this Section 1.3(a), such waiver, relinquishment, release and discharge shall not apply to any Claims arising (i) under the express terms of this Agreement, the Asset Exchange Agreement, the Merger Agreement or any Ancillary Agreement (as defined in the Asset Exchange Agreement), as applicable, or (ii) as a result of fraud. (b) Effective immediately upon the Closing, each of the ▇▇▇▇ Entities and Sharyland, on behalf of itself and its Affiliates and their respective Representatives and equityholders and their respective successors and assigns (collectively, the “▇▇▇▇ Releasors” and, collectively with the InfraREIT Releasors, the “Releasing Parties”), separately hereby irrevocably and collectivelyunconditionally waives, will release relinquishes, releases and discharge Apple forever discharges each of the InfraREIT Entities and each of its their respective past, present or future Affiliates and former principalstheir respective Representatives, agentsequityholders, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Released PartiesInfraREIT Releasees), separately ) from and collectively, from against any and all damagesClaims that such ▇▇▇▇ Releasors ever had, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they now have or may claim now have against any InfraREIT Releasee, in each case, by reason of any matter, cause or in the future to havething whatsoever arising under, relating to or in connection with the institutionSDTS LLCA, prosecutionthe Subject Agreements and/or the Subject Leases or the transactions and arrangements carried out thereunder or contemplated thereby. Each ▇▇▇▇ Entity covenants and agrees not to, or settlement and shall cause each of the Lawsuitother ▇▇▇▇ Releasors not to, except for claims relating to the enforcement assert any such Claim against any of the Settlement or InfraREIT Releasees. Notwithstanding the foregoing provisions of this AgreementSection 1.3(b), such waiver, relinquishment, release and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including discharge shall not apply to any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether Claims arising (i) under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the express terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval OrderAsset Exchange Agreement, the Final JudgmentMerger Agreement or any Ancillary Agreement, as applicable, or further order(s(ii) as a result of the Courtfraud. (c) EACH OF THE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF EACH RELEASING PARTY, EXPRESSLY AND IRREVOCABLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE OR COMMON LAW PRINCIPLES, WHICH LIMIT THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. EACH OF THE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF EACH RELEASING PARTY, ACKNOWLEDGES THAT IT UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF ANY STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. EACH OF THE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF EACH RELEASING PARTY, ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THE ASSET EXCHANGE AGREEMENT AND THE MERGER AGREEMENT.

Appears in 2 contracts

Sources: Omnibus Termination Agreement (InfraREIT, Inc.), Omnibus Termination Agreement (Hunt Consolidated, Inc.)

Releases. 1. Except as otherwise set forth By its execution hereof and in consideration of the terms herein or as and other accommodations granted to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Borrower on behalf of itself and each of the Loan Parties, and its or their present successors, assigns and former principals, agents, servantsthe Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, partnersreleases and discharges any and all claims (including cross-claims, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantscounterclaims, and lawyers rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Releasing PartiesClaims)) any of them may, separately as a result of actions or inactions occurring on or prior to the Eleventh Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and collectivelyall defenses that may arise out of any of the foregoing) of any nature, will release and discharge Apple and each of its present and former principalsdescription, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, servantsprincipals, partnersmanagers, joint venturersmanaging members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, managers, employees, contractorsattorneys, predecessorsconsultants, successorsadvisors, assignsagents, administratorstrusts, representativestrustors, parentsbeneficiaries, shareholdersheirs, subsidiaries, affiliates, insurers, underwriters, accountants, executors and lawyers administrators of each of the foregoing (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesof, or failed to deleterelating to, conversations recorded as this Amendment, the result of a Siri activation. This release will include claims relating to Credit Agreement, the Named Plaintiffs other Loan Documents and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware any or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release all of the Apple Released Parties. 2. Except as otherwise set forth herein actions and transactions contemplated hereby or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwisethereby, including any known actual or unknown claimsalleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Amendment, which they have the Borrower on behalf of itself and each Loan Party expressly disclaims any reliance on any representations, acts, or may claim now omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or in the future to have, relating to the institution, prosecution, or settlement respect of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Credit Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit other Loan Documents and the releases provided for hereinall other amounts owing thereunder. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Unsecured Term Loan Credit Agreement (Corre Horizon Fund, Lp), Unsecured Term Loan Credit Agreement (Team Inc)

Releases. 1. Except as a. In consideration of Heat’s undertakings contained in this Agreement to which Executive is not otherwise set forth herein or as to obligations created herebyentitled, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Executive on behalf of Executive and, to the extent permitted by law, on behalf of Executive’s spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on Executive’s behalf (collectively, the “Executive Parties”) generally and completely releases, acquits and forever discharges Heat, its affiliates, subsidiaries, divisions, agents and related parties and its and their present and former respective principals, owners (direct or indirect), members, directors, officers, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administratorsparties, representatives, insurersattorneys and other professionals, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing Heat Related Parties”), separately ) of and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsfrom, and lawyers (collectivelypromises not to ▇▇▇ Heat and/or any of the other Heat Related Parties for or in respect of, the “Apple Released Parties”), separately and collectively, from any and all damagesclaims, demands, contentions, suits, claimscosts, debtscharges, demandscomplaints, assessmentsliabilities, obligations, liabilitiespromises, attorneys’ feesagreements, costsdamages, expensesactions, rights of action and causes of action, damages, and expenses (including attorney’s fees and costs), indemnities, debts, judgments, levies, executions and obligations of any every kind or character whatsoeverand nature, whether based on contract (expressin law, impliedequity, or otherwise), statute, or of any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertednature whatsoever, known or unknown, suspected or and unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs disclosed and Settlement Class Members’ Released Matters”) undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the allegations in execution date of this Agreement, which Executive now has or claims to have against Heat and/or any of the Complaint other Heat Related Parties jointly, severally or singly from the beginning of time to the date of this Agreement, including, without limitation, claims relating to Executive’s employment with Heat or the facts underlying the Complainttermination of Executive’s employment, claims based in contract, tort, constitutional, statutory or common law, and claims under any federal, state, or local statute, order, law or regulation, governing terms or conditions of employment, including claims thatbut not limited to wages, without the user’s consentsalary, Apple recordedbonuses, disclosed to third partiescommissions, stock, stock options or any other ownership interest in Heat, vacation pay, benefits expense reimbursements, severance pay, or failed to delete, conversations recorded as any other form of compensation; or discrimination in employment on the result basis of any protected characteristic (individually a Siri activation“Claim and collectively “Claims”). This release will include claims relating to applies to, and the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties Claims you are presently unaware or which the Releasing Parties do releasing include, but are not presently suspect to exist whichlimited to, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all rights and Claims arising under the National Labor Relations Act, Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§621, et seq.), Title VII of the Civil Rights Act of 1964, as amended, The Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans with Disabilities Act, Genetic Information Nondiscrimination Act of 2008, Uniformed Services Employment and Reemployment Rights Act , the Family and Medical Leave Act; the Employee Retirement Income Security Act (excluding any claims for accrued, vested benefits), the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any other federal or state law regarding whistleblower retaliation; the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; the North Carolina Equal Employment Practices Act and the North Carolina Wage and Hour Act. In addition, the Claims you are releasing include, but are not limited to, any and all Claims that any of the Heat Related Parties has violated (i) its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing or (ii) any statute, public policy or common law (including but not limited to Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel). This release does not release Heat or Heat Related Parties from obligations under the Severance Agreement. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement Executive does not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights Executive may have under applicable workers’ compensation laws and Executive’s right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. If any Claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate Executive’s existing rights under any Heat benefit plan or any plan or agreement related to equity ownership in Heat; however, it does waive, release and forever discharge Claims existing as of the date Executive executes this Agreement pursuant to any such plan or agreement. b. Executive acknowledges that Executive is knowingly and voluntarily waiving and releasing any and all rights Executive may have under the ADEA, as amended. Executive also acknowledges and agrees that (i) the consideration given to Executive in exchange for the waiver and release in this Agreement is in addition to anything of value to which Executive were already entitled, and (ii) that Executive has been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which Executive is eligible, and has not suffered any on-the-job injury for which Executive has not already filed a Claim. Executive affirms that all of the decisions of the Heat Related Parties regarding Executive’s pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. Executive affirms that Executive has not filed or caused to be filed, and is not presently a party to, a Claim against any of the Heat Related Parties. Executive further affirms that Executive has no known workplace injuries or occupational diseases. Executive acknowledges and affirms that Executive has not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Heat Related Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. Executive and the Company agree that the sole reason for the termination of Executive’s employment is because Executive’s position was eliminated as a result of the Company’s financial hardship. All individuals who are being terminated in connection with this hardship will be eligible for benefits based upon their execution of a release substantially similar to this release. Executive is acknowledging by signing this Agreement that Executive understands that Executive is eligible for the benefits which Executive will receive contingent upon Executive executing this release. c. In consideration of Executive’s undertakings contained in this Agreement to which Heat is not otherwise entitled, Heat generally and completely releases, acquits and forever discharges Executive of and from, and promises not to ▇▇▇ Executive for or in respect of, any and all claims, demands, contentions, suits, costs, charges, complaints, liabilities, claimsobligations, cross-claimspromises, agreements, damages, actions, causes of action, rightsdamages, actionsand expenses (including attorney’s fees and costs), suitsindemnities, debts, liensjudgments, contractslevies, agreementsexecutions and obligations of every kind and nature, damagesin law, costs, attorneys’ fees, losses, expenses, obligationsequity, or demands otherwise, of any kind nature whatsoever, whether known or unknown, existing or potential, or suspected or and unsuspected, whether raised by claimdisclosed and undisclosed, counterclaimarising out of or in any way related to agreements, setoffevents, acts or otherwise, conduct at any time prior to and including any known or unknown claimsthe execution date of this Agreement, which they Heat now has or claims to have or may claim now or in against Executive from the future to have, relating beginning of time to the institutiondate of this Agreement, prosecutionincluding, or settlement of the Lawsuitwithout limitation, except for claims relating to Executive’s employment with Heat or the enforcement termination of Executive’s employment, claims based in contract, tort, constitutional, statutory or common law, and claims under any federal, state, or local statute, order, law or regulation, governing terms or conditions of employment (collectively, “Heat Claims”). In addition, to the Settlement Heat Claims that Heat is releasing include, but are not limited to, any and all Heat Claims that Executive violated (i) Heat’s personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing or (ii) any statute, public policy or common law. This release does not release Executive from obligations under the Severance Agreement. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement, and for Heat does not waive or release rights or Heat Claims that may arise from events that occur after the submission of false or fraudulent claims for Settlement benefits. 3date this waiver is executed. The Parties mutually and expressly acknowledge and agree that Also excluded from this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including are any claims that may Heat Claims which cannot be known. Accordinglywaived by law, the Parties expressly waive all of their including, without limitation, any rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, Heat may have to file or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts participate in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence an investigative proceeding of any additional federal, state or different claims or factslocal governmental agency. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Severance Agreement (Heat Biologics, Inc.), Severance Agreement (Heat Biologics, Inc.)

Releases. 170. Except as otherwise set forth herein or as to obligations created hereby, upon As of the Effective Date, Named Plaintiffs and all Settlement Class MembersMembers (who do not timely opt-out of the Settlement) (collectively, on their own behalf “Releasors”), and on behalf each of their present and former principalsrespective, agentsexecutors, servants, partners, joint venturers, employees, contractors, predecessors, assignsrepresentatives, heirs, spousessuccessors, beneficiariesbankruptcy trustees, executorsguardians, administratorswards, representatives, insurers, underwriters, accountantsagents and assigns, and lawyers (collectivelyall those who claim through them or who assert claims on their behalf, the “Releasing Parties”), separately shall automatically be deemed to have fully and collectively, will release irrevocably released and discharge Apple forever discharged Cadence Bank and each of its present and former principalsparents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and the present and former directors, officers, employees, agents, servantsinsurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint venturers, directorsindependent contractors, officerswholesalers, managersresellers, employeesdistributors, contractorsretailers, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers assigns of each of them (collectively, the Apple Released PartiesReleasees”), separately of and collectively, from any and all damagesclaim, suitsright, claimsdemand, debtscharge, demandscomplaint, assessmentsaction, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes cause of action, obligation, arbitration or liability for any type of relief and statutory or punitive damages predicated on any claim and for actual or statutory damages, punitive damages, restitution or other monetary relief of any kind or character whatsoeverand every kind, whether including, without limitation, those based on contract (expressany federal, impliedstate, or otherwise)local law, statute, regulation, or any other theory of recoverycommon law, and including all claims for declaratory or injunctive relief, whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before under the Effective Date law of any jurisdiction, which the Settlement (the “Named Plaintiffs and or any Settlement Class Members’ Released Matters”) Member ever had, now has or may have in the future resulting from, arising out of or related to the allegations in any way, directly or indirectly, relating to: (a) any claims that were or could have been alleged in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to APSN Fees; or (b) any conduct prior to the Named date of final settlement approval that was or could have been alleged in the Complaint relating to APSN Fees. For the avoidance of doubt, the Released Claims include, and each Releasor expressly waives and fully, finally and forever settles, any claims they may have against Releasees or any of them under the Arkansas Deceptive Trade Practices Act and similar state laws, which claims are included in and expressly incorporated into this Paragraph. 71. Plaintiffs and each Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ Member waive and release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of actionprovisions, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsand benefits conferred either: (i) by section 1542 of the California Civil Code; or (ii) by any law of any state or territory of the United States, or demands principle of any kind whatsoevercommon law, whether known or unknownwhich is similar, existing or potentialcomparable, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future equivalent to have, relating to the institution, prosecution, or settlement section 1542 of the LawsuitCalifornia Civil Code, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuitclaims released pursuant to Section XIV hereto. In furtherance Section 1542 of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.California Civil Code reads:

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby3.1 VirnetX, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present itself and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administratorsattorneys, directors, shareholders, employees, and officers (collectively with VirnetX, the “VirnetX Releasing Parties”), hereby voluntarily, irrevocably and unconditionally fully and forever releases, discharges, covenants not to ▇▇▇, and holds harmless Microsoft and its predecessors, successors, assigns, attorneys, insurers, agents, servants, subcontractors, officers, directors, shareholders, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsemployees, and lawyers Licensees (collectively, the “Apple Microsoft Released Parties”), separately ) from and collectively, from for any and all damages, suitsrights, claims, debts, liabilities, demands, assessments, obligations, liabilitiespromises, attorneys’ feesdamages, costs, expenses, rights causes of action and causes of action, claims for relief of any kind kind, manner, nature and description, known or character whatsoeverunknown (collectively, whether based on contract (express“Claims”), impliedwhich any of the VirnetX Releasing Parties have, may have had, might have asserted, may now have or assert, or otherwise), statutemay hereafter have or assert against the Microsoft Released Parties, or any other theory of recoverythem, and whether for compensatory arising, accruing or punitive damagesoccurring, and whether asserted in whole or unassertedin part, known or unknown, suspected or unsuspected, occurring before at any time prior to the Effective Date Date, including, without in any way limiting the generality of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) foregoing, any claims or causes of action arising out of or related to any of the allegations in the Complaint facts, transactions, matters or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed occurrences giving rise to third partiesor alleged, or failed to deletethat could have been alleged in or discovered in, conversations recorded as the result Actions or under any of a Siri activation. This release will include claims relating to the Named Plaintiffs Licensed Patents. 3.2 Microsoft, on behalf of itself and Settlement Class Members’ Released Matters of which its predecessors, successors, assigns (collectively with Microsoft, the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the “Microsoft Releasing Parties”), would materially affect hereby voluntarily, irrevocably and unconditionally fully and forever releases, discharges, covenants not to ▇▇▇, and holds harmless VirnetX and its predecessors, successors, assigns, attorneys, insurers, agents, servants, subcontractors, officers, directors, representatives, and employees (collectively, the Releasing Parties’ release of the Apple “VirnetX Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel ”) from and for any and all liabilitiesClaims which any of the Microsoft Releasing Parties have, claimsmay have had, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsmight have asserted, or demands may now have or assert prior to the Effective Date arising out of or related to any kind whatsoeverof the facts, whether known transactions, matters or unknown, existing occurrences giving rise to or potentialalleged, or suspected that could have been alleged in or unsuspecteddiscovered in, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future Actions as to have, relating to the institution, prosecution, or settlement VirnetX’s assertion of the LawsuitPatents-in-Suit, except for claims relating to that Microsoft does not release or discharge (or grant a covenant or hold harmless as to) its Claims that the enforcement of the Settlement or this AgreementLicensed Patents are invalid, and for the submission of false or fraudulent claims for Settlement benefitsunenforceable, and/or not infringed by Microsoft. 3. 3.3 The VirnetX Releasing Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Microsoft Releasing Parties expressly waive any and all statutes, legal doctrines and other similar limitations upon the effect of their rights under Calgeneral releases. By way of example, and without limitation, the foregoing parties waive the benefit of California Civil Code § Section 1542, which provides thatstates as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. 4. The VirnetX Releasing Parties also expressly and Microsoft Releasing Parties, with the advice of their counsel, waive any rights and/or benefits that they, or any of them, might otherwise have under Civil Code Section 1542 and any and all rights under any other statutes, legal decisions, or common law doctrines and/or principles of similar effect to Cal. Civil Code § 1542in California, whether under the law of California or Washington, and any other state, federal or foreign jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect , to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs full extent that such rights and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factsbenefits may be waived. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Settlement and License Agreement, Settlement and License Agreement (VirnetX Holding Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members(a) Parent, on their its own behalf and on behalf of their present and former principalsits directors, officers, stockholders, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, employees and lawyers the respective successors and assigns of each of the foregoing (collectively, the “Releasing Parties”), separately and collectively, will "Parent Releasors") agrees to release and does hereby release, acquit and forever discharge Apple each Stockholder, and each of its present and former principalstheir respective heirs, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, legal representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Released Parties”)"S&D Releasees") from, separately and collectivelyextinguishes, from any and all damagesclaims, suits, claimsdemands, debts, demands, assessments, obligations, liabilities, attorneys’ feesdamages, costs, losses, expenses, rights of action and causes of actioncommissions, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actionsliabilities, suitsobligations and choses in action of whatever nature or type which any of the Parent Releasors have, or may have, or which have been, or could have been, or in the future otherwise might have been asserted in connection with actions or inactions of the S&D Releasees, or any of them, occurring on or prior to the date hereof, except that in no event shall this paragraph operate to release any of the S&D Releasees from any claims or liability resulting from a breach of the representations, warranties, covenants and agreements of any S&D Releasee contained in this Agreement. (b) Each Stockholder, on its own and on behalf of its respective heirs, legal representatives, successors and assigns (collectively, the "S&D Releasors"), agrees to release and does hereby release, acquit and forever discharge Parent and its directors, officers, stockholders, agents, attorneys, employees and the respective successors and assigns of each of the foregoing (collectively, the "Parent Releasees"), from, and extinguishes, any and all claims, demands, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationscommissions, actions, causes of action, rights, liabilities, obligations and choses in action of whatever nature or type which any of the S&D Releasors have, or demands of any kind whatsoever, whether known or unknown, existing or potentialmay have, or suspected or unsuspected, whether raised by claim, counterclaim, setoffwhich have been, or otherwisecould have been, including any known or unknown claims, which they have or may claim now or in the future to haveotherwise might have been asserted in connection with actions or inactions of the Parent Releasees, relating or any of them, occurring on or prior to the institutiondate hereof, prosecution, or settlement except that in no event shall this paragraph operate to release any of the Lawsuit, except for Parent Releasees from any claims relating to the enforcement or liability resulting from a breach of the Settlement or representations, warranties, covenants and agreements of any Parent Releasee contained in this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Stock Purchase and Exchange Agreement (Wireless Webconnect Inc), Stock Purchase and Exchange Agreement (Wireless Webconnect Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) Upon the occurrence of the Effective DateDate and in consideration of payment of the Settlement Amount specified in paragraph 7 above, Named Plaintiffs and Settlement all Class Membersmembers, on their own behalf and on behalf of themselves and their respective past and present parents, subsidiaries, and former principalsaffiliates, as well as the past and present general and limited partners, officers, directors, employees, servants, predecessors, successors, heirs, executors, administrators, and representatives of all Class members (the “Releasors”), shall release and forever discharge, and covenant not to sue Pfizer and its respective past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, general partners, limited partners, officers, directors, management, supervisory boards, insurers, employees, agents, servants, partnerstrustees, joint venturersassociates, employeesattorneys and any of their legal representatives, contractors, or any other representatives thereof (and the predecessors, assignssuccessors, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers assigns of each of the foregoing) (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectivelywith respect to, from in connection with, or relating to any and all damagespast, present, or future liabilities, claims, demands, obligations, suits, claimsdamages, levies, executions, judgments, debts, demandscharges, assessmentsactions, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and or causes of action, of any kind at law or character whatsoeverin equity, whether based on contract (expressclass, impliedindividual, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations otherwise in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoevernature, whether known or unknown, existing which are arising out of or potentialrelating to any conduct, events, or suspected or unsuspectedtransactions, whether raised by claim, counterclaim, setoff(a) alleged, or otherwisewhich could reasonably have been alleged, in the Direct Purchaser Class Action, (b) concerning purchases of EpiPen and/or its generic equivalents and arising under the ▇▇▇▇▇▇▇ Act, 15 U.S.C. §§ 1 & 2, et seq., any state or federal RICO statutes, or any other federal or state statute or common law doctrine relating to antitrust, fraud, unfair competition, unjust enrichment, or consumer protection, and (c) the sale, marketing, or distribution of EpiPen or generic EpiPen except as provided for in paragraph 13 herein (the “Released Claims”). For the avoidance of doubt, the Released Claims under paragraph 12 of this Settlement Agreement do not pertain to any claims asserted, or which reasonably could have been asserted, or may in the future be asserted, against Mylan and/or Viatris Inc. (b) In addition, upon the occurrence of the Effective Date and in consideration of payment of the Settlement Amount specified in paragraph 7 above, Plaintiffs and all members of the Class hereby agree to withdraw and release Pfizer from any pending requests for discovery in the Direct Purchaser Class Action, including any known or unknown claimsdocument requests, which they have or may claim now or interrogatories, requests for admission, and subpoenas, and, further, agree not to seek any further discovery in the future to have, any form relating to the institutionDirect Purchaser Class Action from Pfizer and its respective past, prosecutionpresent, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, general partners, limited partners, officers, directors, management, supervisory boards, insurers, employees, agents, servants, trustees, associates, attorneys—in each instance, whether current or former—and any of their legal representatives, or settlement any other representatives thereof (and the predecessors, successors, heirs, executors, administrators, and assigns of each of the Lawsuitforegoing); (c) In addition, except for claims relating to upon the enforcement Effective Date and in consideration of payment of the Settlement or this AgreementAmount specified in paragraph 7 above, each Releasor hereby expressly waives, releases, and for forever discharges, upon the submission Settlement Agreement becoming final pursuant to paragraph 4 hereof, any and all provisions, rights, and/or benefits conferred by § 1542 of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. California Civil Code § 1542Code, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.reads:

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members(a) The Company, on their own behalf of itself and each of the Note Parties (and on behalf of their each Affiliate thereof) and for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or under any of the Note Parties, for its past, present and former principalsfuture employees, agents, servantsrepresentatives (other than legal representatives), partnersofficers, joint venturersdirectors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsshareholders, and lawyers trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), separately and collectivelydoes hereby remise, will release and discharge Apple discharge, and shall be deemed to have forever remised, released and discharged, the Agent, and each of its the Holders in their respective capacities as such under the Note Documents, and the Agent’s and each Holder’s respective successors-in-title, legal representatives and assignees, past, present and former principalsfuture officers, directors, affiliates, shareholders, trustees, agents, servantsemployees, partnersconsultants, joint venturersexperts, advisors, attorneys and other professionals and all other persons and entities to whom the Agent and each of the Holders or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersaffiliates, managersshareholders, trustees, agents, employees, contractorsconsultants, predecessorsexperts, successorsadvisors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesmanner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverycompensation, and whether for compensatory recovery or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, existing fixed or potentialcontingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, whether raised by claimnow existing, counterclaimheretofore existing or which may heretofore accrue against any of the Releasees, setoffand which are, in each case, based on any act, fact, event or otherwiseomission or other matter, including cause or thing occurring at any known time prior to or unknown claimson the date hereof in any way, which they have directly or may claim now indirectly arising out of, connected with or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California Notes or any other jurisdictionNote Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any Releasee. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 6. 5(b) The Company, on behalf of each Note Party, itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Note Party pursuant to Section 6(a) of this Amendment. The Parties are aware that they may hereafter discover claims If any Note Party or facts any of its successors, assigns or other legal representatives violates the foregoing covenant, the Note Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance such other damages as any Releasee may sustain as a result of the Partiessuch violation, all attorneysintent, the release fees and costs incurred by any Releasee as a result of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factssuch violation. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.), Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)

Releases. 1. Except as otherwise set forth herein or as (a) In consideration of Broadridge’s execution of this Agreement, subject to obligations created hereby, and conditioned upon the Effective Dateoccurrence of the Closing, Named Plaintiffs and Settlement Class Members▇▇▇▇▇▇, on their own behalf and on behalf of itself, the ▇▇▇▇▇▇ Local Affiliates, and their present respective current and former principals, agents, servants, partnersofficers, joint venturersdirectors, shareholders, employees, contractorssubsidiaries, divisions, branches, units, affiliates, parents, attorneys, successors, predecessors, heirs, personal representatives, and assigns, heirsand any other party, spousesperson or entity claiming under or through ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Local Affiliates, beneficiariesbut in no event including Ridge or Newco (each, executors, administrators, representatives, insurers, underwriters, accountants, a “▇▇▇▇▇▇ Party” and lawyers (collectively, the “Releasing ▇▇▇▇▇▇ Parties”), separately hereby generally, irrevocably and collectivelyforever releases, will release discharges and discharge Apple acquits Broadridge and each of its present the Ridge Local Affiliates and their respective current and former principals, agents, servants, partners, joint venturersofficers, directors, officers, managersshareholders, employees, contractorssubsidiaries, divisions, branches, units, affiliates, parents, attorneys, successors, predecessors, successorsheirs, assigns, administrators, personal representatives, parentsand assigns (each, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, a “Broadridge Party” and lawyers (collectively, the “Apple Released Broadridge Parties”), separately and collectivelyto the fullest extent permitted by law, from any and all damagesmanners of action, suitscauses of action, claimsjudgments, executions, debts, demands, assessmentsrights, obligations, liabilities, attorneys’ feesdamages, costs, expensesexpenses and claims of every kind, rights of action nature, and causes of action, of any kind or character whatsoever, whether in law or in equity, whether based on contract (expressincluding, impliedwithout limitation, quasi-contract or otherwiseestoppel), statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of alleged fiduciary duty, recklessness, gross negligence, or any other theory of recoverynegligence) or otherwise, and whether for compensatory accrued or punitive damages, and whether asserted or unassertedunaccrued, known or unknown, suspected matured, unmatured, liquidated or unsuspectedunliquidated, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) certain or contingent, that such releasing ▇▇▇▇▇▇ Party ever had or claimed to have or now has or claims to have presently or at any future date, against any Broadridge Party arising out of under or related to any matter or thing whatsoever, including, without limitation, the allegations in Broadridge Seller Note, the Complaint MSA Documents and their negotiation, execution, performance, any breaches thereof, or their termination and the relationship between Broadridge and ▇▇▇▇▇▇; provided, however, that (A) neither of the Acquisition Transaction nor the New Services Agreement (including their respective terms and conditions and the transactions contemplated thereby) shall affect the rights, interests and obligations of the Parties under this Agreement; (B) this release shall not release Broadridge from any obligations under this Agreement; and (C) nothing under this Agreement shall affect the rights, interests and obligations of the parties under either of the Acquisition Transaction or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activationNew Services Agreement. This release will include claims relating Notwithstanding anything contained in this Agreement to the Named Plaintiffs contrary, PFSC retains and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for preserves any and all liabilitiesdefenses that PFSC may have against the Remaining MSA Termination Claims under the MSA Documents or under applicable law. (b) In consideration of ▇▇▇▇▇▇’▇ execution of this Agreement, claimssubject to and conditioned upon the occurrence of the Closing, cross-claimsBroadridge, on behalf of itself and the Broadridge Parties (but not including Newco for any purpose of this paragraph b), hereby generally, irrevocably and forever releases, discharges and acquits the ▇▇▇▇▇▇ Parties, to the fullest extent permitted by law, from all manners of action, causes of action, rightsjudgments, actions, suitsexecutions, debts, liensdemands, contracts, agreementsrights, damages, costs, attorneys’ feesexpenses and claims of every kind, lossesnature, expenses, obligations, or demands of any kind and character whatsoever, whether in law or in equity, whether based on contract (including, without limitation, quasi-contract or estoppel), statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of alleged fiduciary duty, recklessness, gross negligence, or negligence) or otherwise, accrued or unaccrued, known or unknown, existing matured, unmatured, liquidated or potentialunliquidated, certain or contingent, that such releasing Broadridge Party ever had or claimed to have or now has or claims to have presently or at any future date, against any ▇▇▇▇▇▇ Party arising under or related to any matter or thing whatsoever, including, without limitation, the Broadridge Seller Note, the MSA Documents and their negotiation, execution, performance, any breaches thereof, or suspected their termination and the relationship between Broadridge and ▇▇▇▇▇▇; provided, however, that (A) neither of the Acquisition Transaction nor the New Services Agreement (including their respective terms and conditions and the transactions contemplated thereby) shall affect the rights, interests and obligations of the Parties under this Agreement; (B) this release shall not release ▇▇▇▇▇▇ from any obligations under this Agreement; (C) this release shall not release PFSC from the Remaining MSA Termination Claims; (D) nothing under this Agreement shall affect the rights, interests and obligations of the parties under either of the Acquisition Transaction or unsuspected, whether raised by claim, counterclaim, setoffthe New Services Agreement, or otherwiseunder any other new commercial arrangements between any ▇▇▇▇▇▇ Party and either Ridge or Newco that become effective at any time from and after the Closing; and (E) this clause (b), including any known the release, discharge and acquittal set forth herein, shall not apply to, or unknown limit the rights, claims, which remedies, indemnities or causes of action of, Ridge for periods of time, or claims, indemnities or rights arising, at or after the closing of the Ridge Transaction, including all rights of Ridge under the Assignment and Assumption Agreement dated as of May 31, 2012, by and among PFSI and Newco (the “Assignment Agreement”), and related transaction documents. (c) In entering into this Agreement, the Parties, and each of them, expressly waive any and all rights that they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, have under California law (including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. California Civil Code § Section 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights ) or under any other statutes, legal decisions, similar state or federal statute or under any common law principles principle that is of similar effect to Cal. as California Civil Code § Section 1542, whether under . California Civil Code Section 1542 provides as follows: The consequences of the law of California or any other jurisdiction. 5foregoing waiver have been explained by counsel to the Parties. The Parties are aware Parties, and each of them, acknowledge that they may hereafter discover claims facts different from, or facts in addition to or different from to, those which they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs Agreement and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of agree that this Agreement and the Settlement, including the terms of the judgment to releases contained herein shall be entered and remain effective in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, all respects notwithstanding such different or additional facts or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtdiscovery thereof.

Appears in 2 contracts

Sources: Termination and Mutual Release Agreement (Broadridge Financial Solutions, Inc.), Termination and Mutual Release Agreement (Penson Worldwide Inc)

Releases. 1. Except as otherwise set forth herein or as (a) MATT and MATTF, in consideration of good and valuable consideration received and to obligations created herebybe received from Quepasa hereunder, upon the Effective Datesufficiency of which is acknowledged, Named Plaintiffs each releases and Settlement Class Membersdischarges Quepasa, on its subsidiaries and affiliates and its and their own behalf and on behalf of their present and former principalsrespective officers, directors, shareholders, employees, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, attorneys and affiliates and its and their respective heirs, spouses, beneficiaries, executors, administrators, personal representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesQuepasa Releasees”), separately of and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rightssuits, actions, suitsproceedings, judgments, debts, liensdamages, contractsliabilities and obligations, agreementsat law, equity or otherwise, which MATT or MATTF or any of its affiliates and any of their respective successors or assigns had, have or may hereafter have against the Quepasa Releasees arising under the Services Agreement from the beginning of the world to the Effective Date other than the claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages and liabilities arising the Surviving Provisions; except that, MATT and MATTF in no way release or discharge Quepasa’s obligations under this Agreement or the Ancillary Documents. Nothing herein shall be construed as an admission by Quepasa that MATT or MATTF has any claim against it. MATT and MATTF and their respective successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action. (b) Quepasa, in consideration of good and valuable consideration received and to be received from MATT and MATTF hereunder, the sufficiency of which is acknowledged, releases and discharges MATT and MATTF and its and their subsidiaries and affiliates and its and their respective officers, directors, shareholders, employees, agents, attorneys and affiliates and its and their respective heirs, personal representatives, successors and assigns (together, the “MATT/MATTF Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, costs, attorneys’ fees, losses, expenses, liabilities and obligations, or demands of any kind whatsoeverat law, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, equity or otherwise, including which Quepasa or any known of its affiliates and any of their respective successors or unknown claimsassigns had, which they have or may claim now or in hereafter have against the future to have, relating MATT/MATTF Releasees arising under the Services Agreement from the beginning of the world to the institutionEffective Date other than the claims, prosecutiondemands, causes of action, suits, actions, proceedings, judgments, debts, damages and liabilities arising under the Surviving Provisions; except that, Quepasa in no way releases or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement discharges MATT’s or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that MATTF’s obligations under this Agreement fully or the Ancillary Agreements. Nothing herein shall be construed as an admission by MATT or MATTF that Quepasa has any claim against it or them. Quepasa, its affiliates and finally releases their respective successors and fully resolves the claims released in Sections H.1 assigns, further waive any and H.2 aboveall manner of notice, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, knowledge or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional and all such actual or different alleged claims or factsof cause of action. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Termination Agreement (Quepasa Corp), Termination Agreement (Quepasa Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) Each of the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Loan Parties (on behalf of their itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or under any of the Loan Parties, for its past, present and former principalsfuture employees, agents, servantsrepresentatives (other than legal representatives), partnersofficers, joint venturersdirectors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsshareholders, and lawyers trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), separately and collectivelydoes hereby remise, will release and discharge Apple discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent, Collateral Agent and each of its the Lenders in their respective capacities as such under the Loan Documents, and the Administrative Agent’s, Collateral Agent’s and each ▇▇▇▇▇▇’s respective successors-in-title, legal representatives and assignees, past, present and former principalsfuture officers, directors, affiliates, shareholders, trustees, agents, servantsemployees, partnersconsultants, joint venturersexperts, advisors, attorneys and other professionals and all other persons and entities to whom the Administrative Agent, Collateral Agent and each of the Lenders or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersaffiliates, managersshareholders, trustees, agents, employees, contractorsconsultants, predecessorsexperts, successorsadvisors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesmanner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverycompensation, and whether for compensatory recovery or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, existing fixed or potentialcontingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, whether raised by claimnow existing, counterclaimheretofore existing or which may heretofore accrue against any of the Releasees, setoffand which are, in each case, based on any act, fact, event or otherwiseomission or other matter, including cause or thing occurring at any known time prior to or unknown claimson the date hereof in any way, which they have directly or may claim now indirectly arising out of, connected with or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Financing Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.Loan Document

Appears in 2 contracts

Sources: Limited Waiver to Financing Agreement (Troika Media Group, Inc.), Limited Waiver to Financing Agreement (Troika Media Group, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebyIn consideration of the mutual promises contained herein, upon each Party, for itself and for each of its Affiliates, hereby generally, irrevocably, unconditionally and completely releases and forever discharges the Effective Dateother Party, Named Plaintiffs such other Party’s Affiliates, and Settlement Class Membersits and their officers, on their own behalf and on behalf of their present and former principalsdirectors, stockholders, agents, servants, partners, joint venturers, employees, contractorsheirs, administrators, executors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectivelyhereinafter, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”)) from, separately and collectivelyhereby irrevocably, unconditionally and completely waives and relinquishes, each of such Party’s Released Claims. The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from any those now known or believed to be true with respect to the subject matter of this release, but that it is their intention to hereby fully, finally and forever settle and release all damages, suits, such claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action disputes and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserteddifferences, known or unknown, suspected or unsuspected, occurring before that now exist or heretofore have existed between the Effective Date of the Settlement (the “Named Plaintiffs parties and Settlement Class Members’ Released Matters”) arising out of or related to the allegations that in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentsuch intention, the this release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in effect as a full and complete effect release notwithstanding the discovery or existence of any such additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator term “Released Claims,” when used herein with respect to a Party, shall mean and include each and every claim, charge, complaint, demand, action, cause of action, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability, and expense (including attorneys’ fees and costs), of every kind and nature, whether at law or in equity, that such Party may have had in the Settlement past, may now have or may have in the future against the Released Parties, and the matters set forth hereinwhich has arisen or arises directly or indirectly out of, or based relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on determinations or distributions made substantially in accordancewith this prior to the Amendment Effective Date to the extent such claim relates to or arises under the License Agreement or the Option Agreement; provided, however, that the Final Approval Order, the Final JudgmentReleased Claims shall exclude any and all rights to seek and obtain enforcement of, or further order(s) a remedy or indemnification arising out of the Courtbreach of, any obligation provided for in the License Agreement (as amended by this Amendment) occurring after the Amendment Effective Date.

Appears in 2 contracts

Sources: License Agreement (Alseres Pharmaceuticals Inc /De), License Agreement (Alseres Pharmaceuticals Inc /De)

Releases. 1. Except as otherwise set forth By its execution hereof and in consideration of the mutual covenants contained herein or as and other accommodations granted to obligations created herebythe Credit Parties hereunder, upon the Effective Dateeach Credit Party, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and each of its Subsidiaries, and its or their present successors, assigns and former principals, agents, servantshereby expressly forever waives, partnersreleases and discharges any and all claims (including cross-claims, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantscounterclaims, and lawyers rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Releasing PartiesClaims)) any of them may, separately as a result of actions or inactions occurring on or prior to the Amendment Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and collectivelyall defenses that may arise out of any of the foregoing) of any nature, will release and discharge Apple and each of its present and former principalsdescription, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent or any Forbearing Lender, their respective affiliates, agents, servantsprincipals, partnersmanagers, joint venturersmanaging members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, managers, employees, contractorsattorneys, predecessorsconsultants, successorsadvisors, assignsagents, administratorstrusts, representativestrustors, parentsbeneficiaries, shareholdersheirs, subsidiaries, affiliates, insurers, underwriters, accountants, executors and lawyers administrators of each of the foregoing (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesof, or failed to deleterelating to, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval OrderCredit Agreement, the Final JudgmentForbearance Agreement, the other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 13 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or further order(s) omissions by any of the CourtReleased Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 13 shall survive the termination or expiration of the Forbearance Period and the termination of the Credit Documents and the payment in full in cash of all Obligations of the Credit Parties under or in respect of the Credit Agreement and other Credit Documents and all other amounts owing thereunder.

Appears in 2 contracts

Sources: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebyEach member of the Clover Group, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and its agents, officers, directors, partners, members, managers, trustees, beneficiaries, successors, predecessors, subsidiaries, principals and controlled affiliates, and the respective heirs and estates of all of the foregoing, as applicable (the “Clover Releasors”), hereby do release and forever discharge, and covenant not to ▇▇▇ or take any steps to further any claim, action or proceeding against, Hampden or Berkshire and their present and former principalssuccessors, affiliates, subsidiaries, predecessors, officers, directors, partners, trustees, beneficiaries, employees, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsattorneys and any other advisors or consultants, and lawyers the respective heirs and estates of all of the foregoing, as applicable (collectively, the “Releasing PartiesClover Releasees”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectivelythem, from and in respect of any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action claims and causes of action, of any kind or character whatsoever, whether based on contract (expressany federal or state law or right of action, implieddirect, indirect or otherwise)representative in nature, statuteforeseen or unforeseen, matured or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedunmatured, known or unknown, suspected which all or unsuspected, occurring before the Effective Date any of the Settlement Clover Releasors have, had or may have against the Clover Releasees, or any of them, of any kind, nature or type whatsoever, with respect to and in connection with the Proxy Contest, 2014 Annual Meeting, Merger or Merger Agreement, except that the foregoing release does not release any rights and duties under this Agreement or any claims the Clover Releasors may have for the breach of any provisions of this Agreement. Hampden and Berkshire (the “Named Plaintiffs and Settlement Class Members’ Released MattersBerkshire/Hampden Releasors”) arising out hereby do release and forever discharge, and covenant not to ▇▇▇ or take any steps to further any claim, action or proceeding against, the Clover Group and their successors, affiliates, subsidiaries, predecessors, officers, directors, partners, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants, and the respective heirs and estates of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release all of the Apple Released Parties. 2. Except foregoing, as otherwise set forth herein or as to obligations created herebyapplicable (the “Berkshire/Hampden Releasees”), Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel each of them, from and for in respect of any and all liabilities, claims, cross-claims, claims and causes of action, rightswhether based on any federal or state law or right of action, actionsdirect, suitsindirect or representative in nature, debtsforeseen or unforeseen, liensmatured or unmatured, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing which all or potentialany of the Berkshire/Hampden Releasors have, had or may have against the Berkshire/Hampden Releasees, or suspected any of them, of any kind, nature or unsuspectedtype whatsoever, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to and in connection with the matters underlying Proxy Contest, 2014 Annual Meeting, Merger or Merger Agreement, except that the Lawsuit. In furtherance of foregoing release does not release any rights and duties under this Agreement or any claims the Parties’ intent, Berkshire/Hampden Releasors may have for the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence breach of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms provisions of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAgreement. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Settlement Agreement (Berkshire Hills Bancorp Inc), Settlement Agreement (Hampden Bancorp, Inc.)

Releases. 1. Except Effective as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective Date, Named Plaintiffs and Settlement Class Members(a) Alpha, on their its own behalf and on behalf of its Affiliates and their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, respective heirs, spouses, beneficiariesestate, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesAlpha Releasors”), separately hereby unconditionally and collectivelyirrevocably releases and waives any debts, will release Actions, Damages, judgments, claims and discharge Apple demands whatsoever that any Alpha Releasor has or may in the future have, in its capacity as an equity holder, member, manager, director, officer, employee or similar capacity, against any of the Rice Parties, their respective assignees and each Affiliates, the Company Entities or any of its present and former principals, agents, servants, partners, joint venturers, the directors, officers, managers, partners, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers or equity holders of any of the foregoing (collectively, the “Apple Released PartiesAlpha Releasees”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) in each case arising out of of, resulting from or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters Subject Interests or Alpha’s direct or indirect ownership of which any interests in any Company Entity or the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known Governing Documents of any Company Entity prior to the Releasing PartiesClosing, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created herebyin each case, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true than with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of under this Agreement and the Settlementother Transaction Documents; and (b) Parent, including on its own behalf and on behalf of its Affiliates and their respective heirs, estate, executors, administrators, successors and assigns (collectively, the terms “Parent Releasors”), hereby unconditionally and irrevocably releases and waives any debts, Actions, Damages, judgments, claims and demands whatsoever that any Parent Releasor has or may in the future have, in its capacity as an equity holder, member, manager, director, officer, employee or similar capacity, against Alpha, its respective assignees and Affiliates or any of the judgment directors, officers, managers, partners, employees, or equity holders of any of the foregoing (collectively, the “Parent Releasees”), in each case arising out of, resulting from or relating to the Subject Interests or Alpha’s direct or indirect ownership of any interests in any Company Entity or the Governing Documents of any Company Entity prior to the Closing, in each case, other than with respect to any claims under this Agreement and the other Transaction Documents. Alpha represents and warrants, on behalf of the Alpha Releasors, that no Alpha Releasor has assigned any of its claims released by this Section 5.5 to any other Person on or prior to the date hereof, and will not assign any such claim. Alpha, on behalf of the Alpha Releasors, irrevocably covenants to refrain from (and to cause the Alpha Releasors to refrain from), directly or directly, asserting any claim or demand or commencing, instituting or causing to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have commenced, any claim Action of any kind against the PartiesAlpha Releasees based upon any matter released pursuant to this Section 5.5. Parent represents and warrants, their counselon behalf of the Parent Releasors, that no Parent Releasor has assigned any of its claims released by this Section 5.5 to any other Person on or the Settlement Administrator with respect prior to the Settlement date hereof, and the matters set forth hereinwill not assign any such claim. Parent, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) behalf of the CourtParent Releasors, irrevocably covenants to refrain from (and to cause the Parent Releasors to refrain from), directly or directly, asserting any claim or demand or commencing, instituting or causing to be commenced, any Action of any kind against the Parent Releasees based upon any matter released pursuant to this Section 5.5.

Appears in 2 contracts

Sources: Transaction Agreement (Rice Energy Inc.), Transaction Agreement (Alpha Natural Resources, Inc.)

Releases. 1. Except as otherwise set forth herein or as (a) Subject to obligations created herebythe terms and conditions of this Agreement, and effective upon the Effective Dateentry of both Joint Stipulated Orders of Dismissal Without Prejudice attached as Exhibit A, Named Plaintiffs each of Endo, TPU, and Settlement Class MembersTeikoku Seiyaku, on their own behalf for (i) itself, (ii) each of its respective Affiliates and on behalf (iii) the predecessors, successors and assigns of Endo, TPU, and/or Teikoku Seiyaku and each of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers respective Affiliates (collectively, the “Releasing PartiesEndo/Teikoku Releasors”), separately hereby fully, finally, and collectivelyforever releases and discharges (A) ▇▇▇▇▇▇, will release (B) its Affiliates, and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, (C) the predecessors, successors, assigns, administratorscustomers, representativesconsumers, parentsdistributors, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsmanufacturers, and lawyers importers of ▇▇▇▇▇▇ and its Affiliates (collectively, the “Apple Released Parties▇▇▇▇▇▇ Releasees), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreementsliabilities, damages, judgments, costs, attorneys’ feesexpenses, losses, expenses, obligations, or demands of any kind other obligations whatsoever, whether known or unknown, existing asserted or potentialunasserted, or suspected or unsuspected, whether raised by claim▇▇▇▇▇▇ or inchoate, counterclaimin law or equity, setofffrom the beginning of the world to the Effective Date, arising from or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institutionclaims, prosecutioncounterclaims and defenses brought in the Litigation, the filing and prosecution of the Litigation, the submission to the FDA of any patent for listing in the FDA’s Orange Book or any Citizen’s Petition or amendment thereto, or settlement the filing of ▇▇▇▇▇▇’▇ ▇▇▇▇ seeking approval of ▇▇▇▇▇▇’▇ Generic Product, including without limitation any antitrust or unfair competition claims (collectively, “Released Claims”), except with respect to the representations, agreements, rights, and obligations of the Lawsuit, except for claims relating Parties under this Agreement. (b) Subject to the enforcement terms and conditions of the Settlement or this Agreement, and effective upon the entry of both Joint Stipulated Orders of Dismissal Without Prejudice attached as Exhibit A, ▇▇▇▇▇▇, for (i) itself, (ii) each of its Affiliates, and (iii) the submission predecessors, successors, and assigns of false or fraudulent claims for Settlement benefits. 3. The Parties mutually itself and expressly acknowledge its Affiliates (collectively, the “▇▇▇▇▇▇ Releasors” and, collectively with the Endo/Teikoku Releasors, the “Releasors”), fully, finally, and agree that this Agreement fully and finally forever hereby releases and fully resolves discharges (A) Endo/Teikoku, (B) their Affiliates, and (C) the claims released in Sections H.1 predecessors, successors, and H.2 above, including any claims that may not be known. Accordinglyassigns of Endo/Teikoku and each of their Affiliates (collectively, the Parties expressly waive “Endo/Teikoku Releasees” and, together with the ▇▇▇▇▇▇ Releasees, the “Releasees”) from any and all claims, causes of their rights under Cal. Civil Code § 1542action, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATsuits, IF KNOWN BY HIM OR HERliabilities, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutesdamages, legal decisionsjudgments, costs, expenses, losses, or common other obligations, whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, ▇▇▇▇▇▇ or inchoate, in law principles or equity, from the beginning of similar effect the world to Cal. Civil Code § 1542the Effective Date, whether under the law of California arising from or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition relating to or different from those they now know or believe to be true Released Claims, except with respect to the matters underlying the Lawsuit. In furtherance representations, agreements, rights, and obligations of the Parties’ intentParties under this Agreement. (c) It is the intention of each Releasor to fully, the finally, and forever release of the Named Plaintiffs all Releasees from all Released Claims. The releases contained in this Section 7 will be and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding the discovery or existence subsequent to the Effective Date of any additional presently existing fact, and further, mistakes of fact or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement law will be deemed final and conclusive against all Settlement Class Membersnot constitute grounds for modification, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counselavoidance, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtrescission.

Appears in 2 contracts

Sources: Settlement and License Agreement, Settlement and License Agreement (Endo Health Solutions Inc.)

Releases. 1. Except The Executive hereby agrees as otherwise set forth herein or as follows: (a) The Executive hereby releases and forever discharges and covenants not to obligations created hereby▇▇▇ (i) the Company and its affiliates, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their (ii) all present and former principalsdirectors, officers, agents, servants, partners, joint venturersrepresentatives, employees, contractorssuccessors and assigns of the Company and its affiliates, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants(iii) the Company's direct or indirect owners, and lawyers (iv) the Blackstone Group, Apollo Management L.P., and ▇▇▇▇▇▇▇ Sachs & Co. (collectively, the “Releasing PartiesSponsors), separately and collectively, will release and discharge Apple ) and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, the Sponsors’ affiliates, insurersincluding without limitation, underwriters, accountants, and lawyers each of the Sponsors’ investment entities that owned an interest in the Company or its predecessors (collectively, the “Apple "Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”") arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilitiesclaims, claimssuits, controversies, actions, causes of action, cross-claims, causes of actioncounter-claims, rights, actions, suitsdemands, debts, liens, contracts, agreements, compensatory damages, costsliquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, losses, expenses, obligations, or demands liabilities of any kind whatsoevernature whatsoever in law and in equity, both past and present and whether known or unknown, existing or potentialsuspected, or suspected claimed against the Company or unsuspected, whether raised by claim, counterclaim, setoffany of the Released Parties which he or his spouse, or otherwiseany of his heirs, including any known executors, administrators or unknown claimsassigns, may have, which they have arise out of, or may claim now are connected in any way with executive compensation (whether cash or non-cash), equity incentives or stock or unit ownership in the future to haveCompany (whether or not compensatory in nature) including, relating to without limitation, the institutiongrant, prosecutionpurchase or award of any units under the Nalco LLC 2004 Unit Plan (the “Unit Plan”), the administration of the Unit Plan, the establishment or operation of any conversion feature or formulae for units issued under the Unit Plan, or settlement of the Lawsuit, except any claim for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether additional compensation under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentUnit Plan, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms foregoing collectively referred to herein as the "Claims". Executive acknowledges and intends that this release shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive acknowledges and agrees that this release is an essential and material term of this Agreement and that without such release the Settlement, including Company would not have agreed to the terms of the judgment Agreement. Executive further agrees to be entered in forfeit the Lawsuit 2007 Award, 2008 Award and 2009 Award if he challenges the releases provided for hereinvalidity of this release or otherwise violates this release. Executive also agrees that if he violate this release by suing the Company or the other Released Parties, he will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys' fees. Nothing herein shall release the Company from its obligations under this Agreement or the Death Benefit Agreement or impair the Executive’s right to enforce this Agreement or the Death Benefit Agreement or to dispute any determination by the Board under the last paragraph of Section 2.04(a). 7. No person shall have any claim (b) Provided the Company is not in default of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith its obligations under this Agreement, Executive shall execute and deliver to the Final Approval Order, Company on the Final Judgment, or further order(s) of Retirement Date a general release in the Court.form attached hereto as Exhibit B.

Appears in 2 contracts

Sources: Employment Agreement (Nalco Holding CO), Employment Agreement (Nalco Finance Holdings LLC)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective upon the Effective DateClosing, Named Plaintiffs each of Sellers and Settlement Class Members, on their own behalf successor and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers assigns (collectively, the “Seller Releasing Parties”)) shall be deemed to have remised, separately released and collectivelyforever discharged the Company and the Subsidiaries and their respective successors, will release officers, directors and discharge Apple employees (and each of their respective heirs, executors and administrators acting in such capacities) and, subject to and without in any way limiting Buyer’s obligations under this Agreement and any Buyer Document, Buyer and its present and former principals, agents, servants, partners, joint venturers, directorssuccessors, officers, managersdirectors and employees (and each of their respective heirs, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, executors and lawyers administrators acting in such capacities) (collectively, the “Apple Buyer and Company Released Parties”), separately of and collectively, from any and all damages, suits, claims, debtsactions, demandsmatters, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, in law or in equity, Liabilities, suits, proceedings, arbitrations, mediations or other investigations, debts, Liens, Contracts, promises, accounts, sums of money, reckonings, bonds, bills, demands, damages, losses, costs or expenses, whether direct or derivative, of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected fixed or unsuspectedcontingent, occurring before including any claim for indemnification or contribution (collectively, the Effective Date “Claims”) that the Seller Releasing Parties, or any of them, now has or ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever, against the Buyer and Company Released Parties, and each of them, from the beginning of time through the Closing Date, other than (i) any obligations to provide indemnification, exculpation or advancement of expenses to any Seller Releasing Party who is or was an officer or director of the Settlement Company and the Subsidiaries and who is entitled to such indemnification, exculpation or advancement of expenses under the charter of the Company and the Subsidiaries or as a matter of Law by or on behalf of the Company and the Subsidiaries, but in each case, solely to the extent any Losses related to such obligation are insured under the Tail Policy at no expense to the Company and the Subsidiaries, or (ii) any rights that any Seller Releasing Party may have as an Employee to earned and unpaid salary, bonuses, accrued vacation or other employee compensation and unreimbursed expenses, in each case to the “Named Plaintiffs extent reflected in Final Closing Working Capital. Each Seller Releasing Party covenants and Settlement Class Members’ Released Matters”) agrees that such Seller Releasing Party shall not commence, join in or in any manner seek relief through any suit arising out of of, based upon or related relating to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesany Claim released hereunder, or failed in any manner assert or cause or assist another to deleteassert any Claims released hereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.13 TO THE CONTRARY, conversations recorded NOTHING HEREIN SHALL BE DEEMED TO RELEASE, WAIVE, MODIFY, AMEND OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS OR COMMITMENTS OF SELLER RELEASING PARTIES OR BUYER AND RELEASED PARTIES UNDER THIS AGREEMENT. (b) Each Seller Releasing Party acknowledges, represents and warrants that such Seller Releasing Party has had adequate disclosure of all facts necessary to make a knowing release of all Claims released hereunder. Effective for all purposes as of the result Closing, each Seller Releasing Party waives and relinquishes any rights and benefits which such Seller Releasing Party may have under any statute or common law principle of any jurisdiction which provides, generally, that a Siri activation. This general release will include does not extend to claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware a creditor does not know or which the Releasing Parties do not presently suspect to exist which, if known to in such Seller Releasing Party’s favor at the Releasing Parties, would materially affect the Releasing Parties’ release time of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or executing this Agreement, and for which if known by such Seller Releasing Party must have materially affected such Seller Releasing Party’s settlement with the submission of false or fraudulent claims for Settlement benefits. 3debtor. The Parties mutually and expressly acknowledge and agree Each Seller Releasing Party acknowledges that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they such Seller Releasing Party may hereafter discover claims or facts in addition to or different from those they which such Seller Releasing Party now know knows or believe believes to be true with respect to the matters underlying subject matter of this Section 6.13, but it is each such Seller Releasing Party’s intention to fully and finally and forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, which now exist, may exist or heretofore have existed between any Seller Releasing Party and any Buyer and Company Released Party with respect to the Lawsuitsubject matter of this Section 6.13 (subject to the exceptions set forth in this Section 6.13). In furtherance of the Parties’ intentthis intention, the release of the Named Plaintiffs releases herein shall be and Settlement Class Members’ Released Matters shall remain in effect as full and complete effect general releases notwithstanding the discovery or existence of any such additional or different claims or facts. 6. The amount of Each Seller Releasing Party covenants that such Seller Releasing Party has not assigned any Claims which are the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms subject of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinSection 6.13. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (Blucora, Inc.)

Releases. 1. Except (a) ▇▇▇▇▇ and his respective heirs, personal representatives, successors, assigns and all others claiming through or under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release, acquit, and forever discharge Company Releasees (as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs defined below) and Settlement Class Members, on their own behalf and on behalf of their respective present and former principalsemployees, officers, directors, members, managers, shareholders, agents, servantsconsultants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, counselor representatives, insurers, underwriters, accountants, and lawyers its successors and assigns (collectively, the “Releasing PartiesCompany Releasees”), separately and collectively, will release and discharge Apple and each of its present them, of and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suitsobligations, claims, debts, demands, assessmentscovenants, obligationscontracts, promises, agreements, liabilities, controversies, costs, expenses, attorneys’ fees, costs, expenses, rights actions or causes of action and causes of action, of any kind or character nature whatsoever, whether based on contract (express, implied, in law or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoeverequity, whether known or unknown, existing foreseen or potentialunforeseen, accrued or not accrued, direct or indirect, which the ▇▇▇▇▇▇▇ ever had, now have, or suspected can, shall or unsuspectedmay have, up to the Effective Date, against the Company Releasees, or any of them, either alone or in combination with others. (b) Company behalf of itself and its respective successors and assigns and all others claiming through or under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release, acquit, and forever discharge the ▇▇▇▇▇ and his respective heirs, personal representatives, successors, assigns (collectively, the “▇▇▇▇▇ Releasees”), and each of them, of and from any and all obligations, claims, debts, demands, covenants, contracts, promises, agreements, liabilities, controversies, costs, expenses, attorneys’ fees, actions or causes of action of any nature whatsoever, in law or in equity, whether raised by claimknown or unknown, counterclaimforeseen or unforeseen, setoffaccrued or not accrued, direct or indirect, which the Company ever had, now have, or otherwisecan, including any known or unknown claims, which they have shall or may claim now have, up to the Effective Date, against the ▇▇▇▇▇ Releasees, or any of them, either alone or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitscombination with others. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Separation and Settlement Agreement (Elite Data Services, Inc.), Separation and Settlement Agreement (Elite Data Services, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective upon the date hereof, FPAC on its own behalf and on behalf of its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, partners, members, managers, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “FPAC Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, ▇▇▇▇▇▇ or inchoate, which the FPAC Releasors now have, or claim to have, or which the FPAC Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement (but excluding any extant obligations of any GB Party, including pursuant to Article II, Sections 9.07, 9.08 and 9.09 of the Merger Agreement, the Transaction Documents and the transactions contemplated thereby (“GB Extant Obligations”)). For the avoidance of doubt, the FPAC Releasors are not releasing any claims for the enforcement of any provision in this Agreement or any GB Extant Obligations. The FPAC Releasors further covenant and agree that (a) they will not ▇▇▇ or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 12(a); (b) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 12(a); and (c) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 12(a). (b) Effective Dateupon the date hereof, Named Plaintiffs the GB Parties and Settlement Class MembersSilver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their present and current or former principalspredecessors, agents, servants, partners, joint venturers, employees, contractors, predecessorssuccessors, assigns, affiliates, subsidiaries, parents, trustees, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwritersagents, accountantsprincipals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and lawyers trustees, and any persons or entities acting by, through, under, or in concert with each of them (collectively, the “Releasing PartiesGlobetrotter Releasors”), separately for good and collectivelyvaluable consideration, will release the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge Apple and each FPAC, as well as all of its present and current or former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administratorsaffiliates, representativessubsidiaries, parents, shareholderstrustees, subsidiariesheirs, affiliatesbeneficiaries, executors, administrators, insurers, underwritersagents, accountantsprincipals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and lawyers trustees, and all persons acting by, through, under, or in concert with any of them (collectively, the “Apple Released PartiesFPAC Releasees”), separately and collectively, from any and all damagescharges, suitscomplaints, claims, debts, demands, assessmentsliabilities, obligations, liabilitiespromises, attorneys’ feesagreements, costscontroversies, expensesdamages, rights of action and civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before anticipated or unanticipated, ▇▇▇▇▇▇ or inchoate, which the Effective Date Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the FPAC Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the Settlement (world through and including the “Named Plaintiffs and Settlement Class Members’ Released Matters”) date hereof, but only to the extent arising out of from or related to the allegations Merger Agreement (but excluding any extant obligations of any FPAC Releasee, including pursuant to Section 9.09 of the Merger Agreement, the Transaction Documents, the TP Letter Agreement, any Transaction Document (as defined in the Complaint TP Letter Agreement) and the transactions contemplated thereby (“FPAC Extant Obligations”)). For the avoidance of doubt, the Globetrotter Releasors are not releasing any claims for the enforcement of any provision in this Agreement or the facts underlying the Complaintany FPAC Extant Obligations. The Globetrotter Releasors further covenant and agree that (a) they will not ▇▇▇ or bring any action or cause of action, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result by way of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claimsthird-party claim, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsclaim, or demands counterclaim, against any of the FPAC Releasees in respect of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 abovethis Section 12(b); (b) they will not initiate or participate in bringing or pursuing any class, including any claims that may not be known. Accordinglycollective, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionsprivate attorney general, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or other representative action against any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release FPAC Releasees in respect of any of the Named Plaintiffs claims released in this Section 12(b); and Settlement Class Members’ Released Matters shall remain (c) they will not assist any third party in full and complete effect notwithstanding discovery initiating or existence pursuing a class, collective, private attorney general, or other representative action in respect of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to claims released in this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinSection 12(b). 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)

Releases. 1. Except as otherwise (a) Each Signing Partner acknowledges that the agreements set forth herein or in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Partner, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as to obligations created herebyfollows: (i) Each Signing Partner, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple such Signing Partner and each of its such Signing Partner's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and former principals, agents, servants, partners, joint venturers, future directors, officers, managers, employees, contractorsagents, predecessorsconsultants, successors, assigns, administratorsadvisors, representatives, parentsstockholders, shareholderscontrolling persons, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Released Parties”), separately and collectively, "Releasees") from any and all damages, suits, claims, debts, demands, assessmentsproceedings, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date both at law and in equity, which each of the Settlement (Signing Partners or any of their respective Affiliates now has, have ever had or may hereafter have against the “Named Plaintiffs and Settlement Class Members’ Released Matters”) respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or related event occurring contemporaneously with or prior to the allegations in the Complaint Closing Date, including, but not limited to, any rights to indemnification or the facts underlying the Complaintreimbursement from SFX or Buyer, including whether pursuant to contract or otherwise and whether or not relating to claims that, without the user’s consent, Apple recorded, disclosed to third partiespending on, or failed asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to deleterelease any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware fraudulent or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Partiesgrossly negligent acts. 2. Except as otherwise set forth herein (ii) Each Signing Partner hereby irrevocably covenants to refrain from, directly or as to obligations created herebyindirectly, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for asserting any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsclaim or demand, or demands of any kind whatsoevercommencing, whether known instituting or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe causing to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentcommenced, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the Partiesrights and remedies otherwise available to any Releasee, their counseleach Signing Partner shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Partner or any of such Signing Partner's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or the Settlement Administrator with respect to the Settlement and the matters set forth hereinin connection with, any assertion by or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) behalf of the CourtSigning Partners or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Appears in 2 contracts

Sources: Asset Purchase Agreement (SFX Entertainment Inc), Asset Purchase and Sale Agreement (SFX Entertainment Inc)

Releases. 1. Except as otherwise set forth herein Each Loan Party hereby acknowledges and agrees that: (i) neither it nor any of its Subsidiaries has any claim or as to obligations created hereby, upon cause of action against the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf Agent or any Lender (or any of their present and former principalsrespective Affiliates, agentsofficers, servants, partners, joint venturersdirectors, employees, contractorsattorneys, predecessorsconsultants or agents in their capacities for the Agent or any Lender) in connection with the Loan Documents and (ii) the Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties and their Subsidiaries under the Loan and Security Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agent’s and the Lenders’ rights, interests, security and/or remedies under the Loan and Security Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and the successors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, heirs and lawyers representatives of each of the foregoing) (collectively, the “Releasing PartiesReleasors)) does hereby fully, separately finally, unconditionally and collectively, will irrevocably release and forever discharge Apple the Agent, each Lender and each of its present and former principalstheir respective Affiliates, agents, servants, partners, joint venturersofficers, directors, officers, managers, employees, contractorsattorneys, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, consultants and lawyers agents in their capacities as Agent or any Lender (collectively, the “Apple Released Parties”), separately and collectively, ) from any and all damages, suitsdebts, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, lossessuits, expensesdemands, obligationsliabilities, or demands actions, proceedings and causes of any kind whatsoeveraction, in each case, whether known or unknown, existing contingent or potentialfixed, direct or suspected indirect, and of whatever nature or unsuspecteddescription, and whether raised by claimin law or in equity, counterclaimunder contract, setofftort, statute or otherwise, including which any known Releasor has heretofore had or unknown claimsnow or hereafter can, which they have shall or may claim now have against any Released Party by reason of any act, omission or in the future thing whatsoever done or omitted to have, relating be done on or prior to the institutionAmendment Effective Date arising out of, prosecution, connected with or settlement of the Lawsuit, except for claims relating related in any way to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. AccordinglyAmendment, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California Loan and Security Agreement or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims Loan Document, or facts in addition to any act, event or different from those they now know transaction related or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counselattendant thereto, or the Settlement Administrator with respect to agreements of the Settlement and the matters set forth hereinAgent or any Lender contained therein, or based on determinations the possession, use, operation or distributions made substantially in accordancewith this Agreement, control of any of the Final Approval Order, the Final Judgmentassets of any Loan Party, or further order(s) the making of any Loans or other advances, or the Courtmanagement of such Loans or advances or the Collateral prior to Amendment Effective Date.

Appears in 2 contracts

Sources: Loan and Security Agreement (Spire Global, Inc.), Loan and Security Agreement (NavSight Holdings, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) Each of the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Loan Parties (on behalf of their itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or under any of the Loan Parties, for its past, present and former principalsfuture employees, agents, servantsrepresentatives (other than legal representatives), partnersofficers, joint venturersdirectors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsshareholders, and lawyers trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), separately and collectivelydoes hereby remise, will release and discharge Apple discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent, Collateral Agent and each of its the Lenders in their respective capacities as such under the Loan Documents, and the Administrative Agent’s, Collateral Agent’s and each ▇▇▇▇▇▇’s respective successors-in-title, legal representatives and assignees, past, present and former principalsfuture officers, directors, affiliates, shareholders, trustees, agents, servantsemployees, partnersconsultants, joint venturersexperts, advisors, attorneys and other professionals and all other persons and entities to whom the Administrative Agent, Collateral Agent and each of the Lenders or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersaffiliates, managersshareholders, trustees, agents, employees, contractorsconsultants, predecessorsexperts, successorsadvisors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesmanner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverycompensation, and whether for compensatory recovery or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, existing fixed or potentialcontingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, whether raised by claimnow existing, counterclaimheretofore existing or which may heretofore accrue against any of the Releasees, setoffand which are, in each case, based on any act, fact, event or otherwiseomission or other matter, including cause or thing occurring at any known time prior to or unknown claimson the date hereof in any way, which they have directly or may claim now indirectly arising out of, connected with or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Financing Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction.Loan Document (including, without limitation, this Amendment and the Existing Limited Waiver Agreement) and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by 5(b) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 5(a) hereof. The Parties are aware that they may hereafter discover claims If any Loan Party or facts any of its successors, assigns or other legal representatives violates the foregoing covenant, the Loan Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance such other damages as any Releasee may sustain as a result of the Partiessuch violation, all attorneysintent, the release fees and costs incurred by any Releasee as a result of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factssuch violation. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Second Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (Troika Media Group, Inc.), Limited Waiver to Financing Agreement (Troika Media Group, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) As of the Effective Date, Named Plaintiffs and Settlement Class Membersthe Company, on their own behalf and on behalf of their present itself and former each of the Company’s Affiliates (as defined below), permanently, fully and completely releases, acquits and discharges each Wynnefield Party and each of the Wynnefield Parties’ subsidiaries, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor entities, agents, servants, partners, joint venturers, employees, contractorsstockholders, predecessorsadvisors, assignsconsultants, attorneys, insurers, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssuccessors and assigns of any such person or entity (in each case, and lawyers in their capacities as such) (collectively, the “Releasing PartiesWynnefield Affiliates”), collectively, separately and severally, of and from any and all claims (including derivative claims), demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that the Company has had, now has, or may have against the Wynnefield Parties and/or the Wynnefield Affiliates, collectively, will separately and severally, at any time prior to and including the Effective Date, including (but not limited to) any and all claims arising in respect of or in connection with the nomination and election of directors to the Board, the Proposal or other actions to be taken at the 2020 Annual Meeting; provided, however, that nothing contained herein shall operate to release and discharge Apple any obligations arising hereunder. (b) As of the Effective Date, each of the Wynnefield Parties, on behalf of himself or itself and each of its present the Wynnefield Affiliates, permanently, fully and former principalscompletely releases, agentsacquits and discharges the Company, servants, partnersand the Company’s subsidiaries, joint venturers, directors, officers, managers, employees, contractors, predecessorsventures and partnerships, successors, assigns, administratorsofficers, representativesdirectors, parentspartners, shareholdersmembers, subsidiariesmanagers, affiliatesprincipals, predecessor entities, agents, employees, stockholders, advisors, consultants, attorneys, insurers, underwritersheirs, accountantsexecutors, administrators, successors and assigns of any such person or entity (in each case, and lawyers in their capacities as such) (collectively, the “Apple Released PartiesCompany’s Affiliates”), collectively, separately and collectivelyseverally, of and from any and all damages, suits, claims, debts, demands, assessmentsdamages, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, debts, liabilities, controversies, judgments and suits of any every kind or character and nature whatsoever, whether based on contract (expressforeseen, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedunforeseen, known or unknown, suspected that the Wynnefield Parties have had, now have, or unsuspectedmay have against the Company and/or the Company’s Affiliates, occurring before collectively, separately and severally, at any time prior to and including the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the ComplaintDate, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do (but not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for limited to) any and all liabilities, claims, cross-claims, causes claims arising in respect of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in connection with the future to have, relating nomination and election of directors to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. AccordinglyBoard, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any Proposal or other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe actions to be true with respect taken at the 2020 Annual Meeting; provided, however, that nothing contained herein shall operate to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factsobligations arising hereunder. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Settlement Agreement (MVC Capital, Inc.), Settlement Agreement (MVC Capital, Inc.)

Releases. 1. Except as otherwise set forth herein or as In consideration of the Purchase Price paid to obligations created hereby, upon Sellers on the Effective Closing Date and effective on the Closing Date, Named Plaintiffs Sellers release and Settlement Class Membersforever discharge each Acquired Company, on their own behalf and on behalf of their present and former principalsBuyer, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectivelyMerger Sub, the “Releasing Parties”), separately and collectively, will release and discharge Apple SPAC and each of its their respective individual, joint or mutual, past, present and former principals, agents, servants, partners, joint venturers, future directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parentsAffiliates, shareholdersstockholders, controlling persons, subsidiaries, affiliatessuccessors and assigns (individually, insurers, underwriters, accountants, and lawyers (collectively, the a Apple Released Parties”), separately Releasee” and collectively, “Releasees”) from any and all damages, suits, claims, debts, demands, assessmentsproceedings, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before both at law and in equity, that Sellers now have, have ever had or may hereafter have against the Effective Date Releasees to the extent relating to the Acquired Companies and/or the Business and arising prior to the Closing or on account of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) or arising out of any matter, cause or related event occurring prior to the allegations Closing; provided, however, that nothing contained in this Section 9.9 will operate to release any obligations of or claims against the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or Releasees: (i) arising under this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that any ancillary documents referenced in this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionsAgreement, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true Transaction; (ii) with respect to the matters underlying the Lawsuit. In furtherance current claims for salaries, wages or benefits accrued but not paid as of the Parties’ intentClosing Date; (iii) relating to any other matter in connection with any relationship of a Seller with each Acquired Company, the release SPAC or Buyer (or any of their respective Affiliates) from and after the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain Closing; (iv) in full and complete effect notwithstanding discovery the case of each Acquired Company, to indemnify any Seller for serving as an officer, director, manager, agent or existence employee of any additional Acquired Company, or different claims any of their respective Affiliates, providing services on behalf of any Acquired Company, or facts. 6. The amount any of their respective Affiliates, or serving as a trustee or fiduciary of any Welfare Plan, to the Class Payment extent such right to indemnification exists as a matter of Law or by contract (including, without limitation, pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim organizational or other governing documents of any kind against the Parties, Acquired Company (or any of their counsel, or the Settlement Administrator with respect respective Affiliates)) existing prior to the Settlement and Closing Date; (v) for any acts of Fraud on the matters set forth hereinpart of Buyer, Merger Sub or based on determinations SPAC; or distributions made substantially in accordancewith this Agreement, (vi) to the Final Approval Order, the Final Judgment, or further order(s) extent such claim cannot be released as a matter of the CourtLaw.

Appears in 2 contracts

Sources: Merger Agreement (Glass House Brands Inc.), Merger Agreement (Glass House Brands Inc.)

Releases. 1. Except as otherwise set forth By its execution hereof and in consideration of the terms herein or as and other accommodations granted to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Borrower on behalf of itself and each of the Loan Parties, and its or their present successors, assigns and former principals, agents, servantsthe Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, partnersreleases and discharges any and all claims (including cross-claims, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantscounterclaims, and lawyers rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Releasing PartiesClaims)) any of them may, separately as a result of actions or inactions occurring on or prior to the Eighth Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and collectivelyall defenses that may arise out of any of the foregoing) of any nature, will release and discharge Apple and each of its present and former principalsdescription, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, servantsprincipals, partnersmanagers, joint venturersmanaging members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, managers, employees, contractorsattorneys, predecessorsconsultants, successorsadvisors, assignsagents, administratorstrusts, representativestrustors, parentsbeneficiaries, shareholdersheirs, subsidiaries, affiliates, insurers, underwriters, accountants, executors and lawyers administrators of each of the foregoing (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesof, or failed to deleterelating to, conversations recorded as this Amendment, the result of a Siri activation. This release will include claims relating to Credit Agreement, the Named Plaintiffs other Loan Documents and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware any or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release all of the Apple Released Parties. 2. Except as otherwise set forth herein actions and transactions contemplated hereby or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwisethereby, including any known actual or unknown claimsalleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Amendment, which they have or may claim now or in the future to haveBorrower on behalf of itself and each Loan Party expressly disclaims any reliance on any representations, relating to the institution, prosecutionacts, or settlement omissions by any of the Lawsuit, except for claims relating to Released Parties and hereby agrees and acknowledges that the enforcement validity and effectiveness of the Settlement releases set forth above does not depend in any way on any such representation, acts and/or omissions or this Agreementthe accuracy, and for the submission of false completeness, or fraudulent claims for Settlement benefits. 3validity thereof. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms provisions of this Agreement and Section 9 shall survive the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.5

Appears in 2 contracts

Sources: Unsecured Term Loan Credit Agreement (Team Inc), Exchange Agreement (Team Inc)

Releases. 1. Except as otherwise (a) In consideration of the payments and benefits set forth herein or as to obligations created herebyin this Agreement, upon except for the Effective Daterights expressly provided herein, Named Plaintiffs and Settlement Class Membersthe Executive for himself, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, his heirs, spouses, beneficiaries, executors, administrators, representatives, insurersexecutors, underwriterssuccessors and assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, accountantsacquit and forever discharge the Company and its subsidiaries, shareholders, affiliates, divisions, trustees, officers, directors, partners, agents, and lawyers former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “Releasing Parties”"Releasees"), separately and collectively, will release and discharge Apple and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any nature whatsoever arising out of or relating to his employment relationship, or the termination of that relationship, with the Company and its present Affiliated Entities, known or unknown, whether in law or equity and former principalswhether arising under federal, agentsstate or local law and in particular including any claim for discrimination based upon race, servantscolor, partnersethnicity, joint venturerssex, directorsage (including the Age Discrimination in Employment Act), officersnational origin, managersreligion, employeesdisability, contractorsor any other unlawful criterion or circumstance, predecessorswhich the Executive and Releasors had, successorsnow have, assignsor may have in the future against each or any of the Releasees from the beginning of the world until the Execution Date relating to the Executive's employment with the Company and its subsidiaries and affiliates. Anything herein to the contrary notwithstanding, administratorsnothing herein shall release the Company from any claims or damages based on (i) any right or claim that arises after the Termination Date, representatives(ii) any right, parentsincluding any right to a payment or benefit, shareholdersthe Executive may have under this Agreement and under any applicable plan, policy, program or other agreement or arrangement with the Company except as modified by this Agreement, (iii) his eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of the Company, or under any applicable insurance policy, with respect to any liability the Executive incurs or has incurred as a director, officer or employee of the Company or (iv) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against him as a result of any act or failure to act for which he and the Company are jointly liable or (v) or any claim in respect of any brokerage account, personal credit card account or other personal or business relationship with the Company outside of the employment relationship. This Section 6(a) shall not apply to any act by the Company that constitutes a criminal act under any Federal, State or local law. (b) The Executive acknowledges that: (i) this entire Agreement is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an attorney before executing this Agreement; (iii) he was given a period of twenty-one days within which to consider this Agreement; and (iv) to the extent he executes this Agreement before the expiration of the twenty-one-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Executive shall have the right to cancel and revoke this Agreement during a period of seven days following the Execution Date, and this Agreement shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period (the "Revocation Date"). The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this Agreement, the Executive shall deliver to the Company's Chief Legal Officer, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this Agreement shall be null and void and of no further force or effect. (c) The Executive acknowledges and agrees that the consideration provided to him under the terms of this Agreement exceeds anything to which he is otherwise entitled and that he is owed no wages, commissions, bonuses, finder's fees, equity or incentive awards, severance pay, vacation pay or any other compensation or payments or remuneration of any kind or nature other than as specifically provided for in this Agreement or the terms of any benefit plan in which the Executive participates. If Executive should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 6, this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (d) The Company, its related entities, subsidiaries, affiliates, insurerspartnerships and joint ventures and each of their predecessors and successors also agree that, underwriterssubject to this Agreement becoming effective, accountantsthey hereby irrevocably and unconditionally release, acquit and lawyers (collectively, forever discharge the “Apple Released Parties”), separately and collectively, Executive from any and all damagescharges, suitscomplaints, claims, debts, demands, assessmentsliabilities, obligations, liabilitiespromises, attorneys’ feesagreements, costscontroversies, expensesdamages, rights of action and remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected whether in law or unsuspectedequity and whether arising under federal, occurring before state or local law that the Effective Date Company had, now has, or may have in the future against the Executive from the beginning of the Settlement (world until the “Named Plaintiffs and Settlement Class Members’ Released Matters”) Execution Date arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs Executive's employment, relationship, or the termination of that relationship with the Company and Settlement Class Members’ Released Matters of which its Affiliated Entities, except that this paragraph shall not apply to any act that constitutes a criminal act under any Federal, state or local law committed or perpetuated by the Releasing Parties are presently unaware or which Executive during the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release course of the Apple Released PartiesExecutive's employment with the Company or its affiliates (including any criminal act of fraud, misappropriation of funds or embezzlement or any other criminal action). 2. Except (e) None of the foregoing provisions of this Section 6 shall be considered as otherwise set forth herein releasing the Company's or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of actionExecutive's entitlements, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true obligations with respect to any Stock Incentives or as otherwise modifying the matters underlying the Lawsuit. In furtherance of the Parties’ intentterms, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery conditions or existence of limitations of, any additional or different claims or factsStock Incentives. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Settlement and Release Agreement (Morgan Stanley), Settlement and Release Agreement (Morgan Stanley)

Releases. 1. (a) Except as otherwise set forth herein for obligations arising under this Agreement or as to obligations created herebyany of the Transaction Documents, upon the Effective DateUSWS, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself, its Subsidiaries, and each of their present and former principalsrespective officers, agentsdirectors, servants, partners, joint venturersmanagers, employees, contractorsAffiliates, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssuccessors, and lawyers assigns (collectively, the “Releasing PartiesUSWS Release Group Members” and individually a “USWS Release Group Member”), separately hereby fully, forever, irrevocably and collectivelyunconditionally releases and discharges SSI, will release and discharge Apple each of its Subsidiaries, and each of its present and former principals, agents, servants, partners, joint venturerstheir respective officers, directors, officers, managers, employees, contractors, predecessorsAffiliates, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers assigns (collectively, the “Apple SSI Released Parties” and individually a “SSI Released Party), separately ) of and collectively, from any and all damagesClaims, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) including but not limited to those arising out of from or related to the allegations in the Complaint Litigation or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, that any USWS Release Group Member ever had, now has or further order(smay hereafter have or acquire, against any SSI Released Party for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (collectively, the “USWS Released Claims). (b) Except for obligations arising under this Agreement or any of the Transaction Documents, USWI, on behalf of itself, its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “USWI Release Group Members” and individually a “USWI Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges each SSI Released Party of and from any and all Claims, including but not limited to those arising from or related to the Litigation or the Final Judgment, that any USWI Release Group Member ever had, now has or may hereafter have or acquire, against any SSI Released Party for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (collectively, the “USWI Released Claims”). (c) Except for obligations arising under this Agreement or any of the Transaction Documents, and subject to the provisos in this Section 2.02(c), SSI, on behalf of itself, its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “SSI Release Group Members” and individually a “SSI Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges USWS, USWI, each of their respective Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “USW Released Parties” and individually a “USW Released Party”) of and from any and all Claims, including but not limited to those arising from or related to the CourtLitigation or the Final Judgment, that any SSI Release Group Member ever had, now has or may hereafter have or acquire, against any USW Released Party for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (collectively, the “SSI Released Claims”); provided, however, that the release set forth in this Section 2.02(c) shall not become effective or enforceable until 91 days after SSI’s receipt of the Payment, provided that as of such time (i.e., within 91 days after SSI’s receipt of Payment) neither USWS, USWI, nor any of their respective Subsidiaries has become the subject of a Bankruptcy Case, but provided further, that in the event of an Involuntary Bankruptcy Case within such 91-day period, such release shall not become effective or enforceable unless and until such Involuntary Bankruptcy Case is dismissed (along with any adversary proceedings commenced thereunder) within 90 days after the involuntary petition date thereof.

Appears in 2 contracts

Sources: Settlement Agreement (Smart Sand, Inc.), Settlement Agreement (U.S. Well Services, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective upon the Effective Datedate hereof, Named Plaintiffs and Settlement Class Members, the TP Parties on their own behalf and on behalf of their present and current or former principalspredecessors, agents, servants, partners, joint venturers, employees, contractors, predecessorssuccessors, assigns, affiliates, subsidiaries, parents, trustees, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwritersagents, accountantsprincipals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and lawyers trustees, and any persons or entities acting by, through, under, or in concert with each of them (collectively, the “Releasing PartiesThird Point Releasors”), separately for good and collectivelyvaluable consideration, will release the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge Apple and each FPAC, as well as all of its present and current or former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administratorsaffiliates, representativessubsidiaries, parents, shareholderstrustees, subsidiariesheirs, affiliatesbeneficiaries, executors, administrators, insurers, underwritersagents, accountantsprincipals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and lawyers trustees, and all persons acting by, through, under, or in concert with any of them (collectively, the “Apple Released PartiesFPAC Releasees”), separately and collectively, from any and all damagescharges, suitscomplaints, claims, debts, demands, assessmentsliabilities, obligations, liabilitiespromises, attorneys’ feesagreements, costscontroversies, expensesdamages, rights of action and civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before anticipated or unanticipated, ▇▇▇▇▇▇ or inchoate, which the Effective Date Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the FPAC Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the Settlement (world through and including the “Named Plaintiffs and Settlement Class Members’ Released Matters”) date hereof, but only to the extent arising out of from or related to the allegations Merger Agreement and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in the Complaint this Agreement. The Third Point Releasors further covenant and agree that (i) they will not ▇▇▇ or the facts underlying the Complaintbring any action or cause of action, including claims thatby way of third-party claim, without the user’s consent, Apple recorded, disclosed to third partiescross-claim, or failed to deletecounterclaim, conversations recorded as against any of the result FPAC Releasees in respect of any of the claims released in this Section 4(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the FPAC Releasees in respect of any of the claims released in this Section 4(a); and (iii) they will not assist any third party in initiating or pursuing a Siri activation. This release will include class, collective, private attorney general, or other representative action in respect of any of the claims relating to released in this Section 4(a). (b) Effective upon the Named Plaintiffs date hereof, FPAC on its own behalf and Settlement Class Members’ Released Matters on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, partners, managers, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “FPAC Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing TP Parties, would materially affect as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby“Third Point Releasees”), Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilitiescharges, complaints, claims, cross-claimsliabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, actions, suits, debts, liens, contracts, agreements, damagesdemands, costs, losses, debts and expenses (including attorneys’ fees, losses, expenses, obligations, or demands fees and costs actually incurred) of any kind nature whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimanticipated or unanticipated, counterclaim▇▇▇▇▇▇ or inchoate, setoffwhich the FPAC Releasors now have, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating or which the FPAC Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the institutionextent arising from or related to the Merger Agreement and the transactions contemplated thereby. For the avoidance of doubt, prosecution, or settlement of the Lawsuit, except FPAC Releasors are not hereby releasing any claims for claims relating to the enforcement of the Settlement or any provision in this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually FPAC Releasors further covenants and expressly acknowledge and agree agrees that this Agreement fully and finally releases and fully resolves they (i) will not ▇▇▇ or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in Sections H.1 and H.2 abovethis Section 4(b); (ii) they will not initiate or participate in bringing or pursuing any class, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionscollective, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or other representative action against any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release Third Point Releasees in respect of any of the Named Plaintiffs claims released in this Section 4(b); and Settlement Class Members’ Released Matters shall remain (iii) they will not assist any third party in full and complete effect notwithstanding discovery initiating or existence pursuing a class, collective, or other representative action in respect of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to claims released in this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinSection 4(b). 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members(a) The Company, on their own behalf of itself and each of the Note Parties (and on behalf of their each Affiliate thereof) and for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or under any of the Note Parties, for its past, present and former principalsfuture employees, agents, servantsrepresentatives (other than legal representatives), partnersofficers, joint venturersdirectors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsshareholders, and lawyers trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), separately and collectivelydoes hereby remise, will release and discharge Apple discharge, and shall be deemed to have forever remised, released and discharged, the Agent, and each of its the Holders in their respective capacities as such under the Note Documents, and the Agent’s and each Holder’s respective successors-in-title, legal representatives and assignees, past, present and former principalsfuture officers, directors, affiliates, shareholders, trustees, agents, servantsemployees, partnersconsultants, joint venturersexperts, advisors, attorneys and other professionals and all other persons and entities to whom the Agent and each of the Holders or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersaffiliates, managersshareholders, trustees, agents, employees, contractorsconsultants, predecessorsexperts, successorsadvisors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesmanner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverycompensation, and whether for compensatory recovery or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, existing fixed or potentialcontingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, whether raised by claimnow existing, counterclaimheretofore existing or which may heretofore accrue against any of the Releasees, setoffand which are, in each case, based on any act, fact, event or otherwiseomission or other matter, including cause or thing occurring at any known time prior to or unknown claimson the date hereof in any way, which they have directly or may claim now indirectly arising out of, connected with or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California Notes or any other jurisdictionNote Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Releasee. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 6. 5(b) The Company, on behalf of each Note Party, itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Note Party pursuant to Section 6(a) of this Waiver. The Parties are aware that they may hereafter discover claims If any Note Party or facts any of its successors, assigns or other legal representatives violates the foregoing covenant, the Note Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance such other damages as any Releasee may sustain as a result of the Partiessuch violation, all attorneysintent, the release fees and costs incurred by any Releasee as a result of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factssuch violation. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Limited Waiver and Deferral Agreement (Reed's, Inc.), Limited Waiver (Reed's, Inc.)

Releases. 1. Except (a) ▇▇▇▇▇▇▇▇▇ and his respective heirs, personal representatives, successors, assigns and all others claiming through or under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release, acquit, and forever discharge Company Releasees (as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs defined below) and Settlement Class Members, on their own behalf and on behalf of their respective present and former principalsemployees, officers, directors, members, managers, shareholders, agents, servantsconsultants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, counselor representatives, insurers, underwriters, accountants, and lawyers its successors and assigns (collectively, the “Releasing PartiesCompany Releasees”), separately and collectively, will release and discharge Apple and each of its present them, of and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suitsobligations, claims, debts, demands, assessmentscovenants, obligationscontracts, promises, agreements, liabilities, controversies, costs, expenses, attorneys’ fees, costs, expenses, rights actions or causes of action and causes of action, of any kind or character nature whatsoever, whether based on contract (express, implied, in law or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoeverequity, whether known or unknown, existing foreseen or potentialunforeseen, accrued or not accrued, direct or indirect, which the ▇▇▇▇▇▇▇ ever had, now have, or suspected can, shall or unsuspectedmay have, up to the Effective Date, against the Company Releasees, or any of them, either alone or in combination with others. (b) Company behalf of itself and its respective successors and assigns and all others claiming through or under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release, acquit, and forever discharge the ▇▇▇▇▇▇▇▇▇ and his respective heirs, personal representatives, successors, assigns (collectively, the “▇▇▇▇▇▇▇▇▇ Releasees”), and each of them, of and from any and all obligations, claims, debts, demands, covenants, contracts, promises, agreements, liabilities, controversies, costs, expenses, attorneys’ fees, actions or causes of action of any nature whatsoever, in law or in equity, whether raised by claimknown or unknown, counterclaimforeseen or unforeseen, setoffaccrued or not accrued, direct or indirect, which the Company ever had, now have, or otherwisecan, including any known or unknown claims, which they have shall or may claim now have, up to the Effective Date, against the ▇▇▇▇▇▇▇▇▇ Releasees, or any of them, either alone or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitscombination with others. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 2 contracts

Sources: Separation and Settlement Agreement (Elite Data Services, Inc.), Separation and Settlement Agreement (Elite Data Services, Inc.)

Releases. 1. Except (a) In consideration of the transactions contemplated by this Agreement, including without limitation the issuance of the Additional Settlement Shares, effective as otherwise set forth herein or as to obligations created hereby, upon of the Effective Closing Date, Named Plaintiffs and Settlement Class Members, on their own behalf and the Investors on behalf of themselves and, to the extent permitted by law, their present and former respective heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, servantsparents, partnersassociates, joint venturersaffiliates, employeessubsidiaries, contractorsattorneys, accountants, successors, successors-in-interest and assigns (collectively, the “Investor Releasing Persons”), hereby, knowingly, voluntarily and with full understanding of its terms and effects, waives and releases, to the fullest extent permitted by law, any and all actions, causes of action, covenants, contracts, claims and demands whatsoever, known and unknown, relating to the Existing Claims (as defined below) that any of the Investor Releasing Persons had, currently has or may have, that are directly or indirectly related to, based upon, arise out of, or arise in connection with any fact, matter, act or omission, cause, transaction, occurrence or thing occurring up to the date of this release against (i) the Company, (ii) any of the Company’s current or former parents, affiliates, subsidiaries, predecessors, assigns, heirsattorneys or counsel, accountants, auditors, employees, consultants or representatives, or (iii) any of the Company’s or such other persons’ or entities’ current or former officers, directors, employees, agents, principals, and signatories or, in the case of any person or entity other than the Company or any of its subsidiaries, such other persons’ or entities’ current or former members, partners, shareholders, agents, principals, signatories, advisors, spouses, beneficiariesheirs, estates, executors and associates and members of their immediate families (the aforementioned persons and entities set forth in (i), (ii) and (iii) being hereinafter collectively referred to as the “Company Parties”). Each Investor hereby acknowledges that such Investor has not relied on any representations or statements of the Company or any other person not set forth herein. (b) In consideration of the transactions contemplated by this Agreement, including without limitation the issuance of the Additional Settlement Shares, effective as of the Closing Date, the Company on behalf of itself and, to the extent permitted by law, its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, insurerspredecessors, underwritersprincipals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and lawyers assigns (collectively, the “Company Releasing PartiesPersons”), separately hereby, knowingly, voluntarily and collectively, will release and discharge Apple and each with full understanding of its present terms and former principalseffects, agentswaives and releases, servantsto the fullest extent permitted by law, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightscovenants, contracts, claims and demands whatsoever, known and unknown, relating to the Existing Claims (as defined below) that any of the Company Releasing Persons had, currently has or may have, that are directly or indirectly related to, based upon, arise out of, or arise in connection with any fact, matter, act or omission, cause, transaction, occurrence or thing occurring up to the date of this release against (i) any of the Investors, (ii) any of the Investors’ respective current or former parents, affiliates, subsidiaries, predecessors, assigns, attorneys or counsel, accountants, auditors, employees, consultants or representatives, or (iii) any of the Investors’ or such other persons’ or entities’ respective current or former officers, directors, employees, agents, principals, and signatories or, in the case of any person or entity other than the Investor or any of its subsidiaries, such other persons’ or entities’ current or former members, partners, shareholders, agents, principals, signatories, advisors, spouses, heirs, estates, executors and associates and members of their immediate families (the aforementioned persons and entities set forth in (i), (ii) and (iii) being hereinafter collectively referred to as the “Investor Parties”). The Company hereby acknowledges that the Company has not relied on any representations or statements of the Investors or any other person not set forth herein. (c) For purposes of this Agreement, “Existing Claims” shall mean the Claim, and all other actions, causes of action, suits, debts, liensdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, costsjudgments, attorneys’ feesextents, lossesexecutions, expensesclaims, obligations, or and demands of any kind whatsoever, whether known or unknown, existing or potentialin law, admiralty, or suspected equity, against any of the Company Parties or unsuspectedInvestor Parties, whether raised by claimas applicable, counterclaimwhich the Investor Releasing Persons or Company Releasing Persons, setoffas applicable, ever had, now has or hereafter can, shall, or otherwisemay have for, including upon, or by reason of any known matter, cause or unknown claims, which they have or may claim now or in thing whatsoever from the future to have, relating beginning of the world to the institution, prosecution, or settlement day of the Lawsuit, except for claims relating to the enforcement date of the Settlement or this Agreement, including without limitation any and for all claims which were or could have been asserted by any Investor Releasing Person or Company Releasing Person, as applicable, related to the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually Order and expressly acknowledge Stipulation, and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. AccordinglyPreferred Shares, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement Secured Promissory Notes and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinExisting Warrant. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Redemption and Settlement Agreement (Advaxis, Inc.)

Releases. 1. Except Effective as of the Effective Date and except as otherwise set forth herein or as to obligations created herebystated herein, upon the Effective DateParties, Named Plaintiffs and Settlement Class Memberseach of them, on for themselves and for their own behalf and on behalf of their past, present and former principalsfuture agents, successors, subrogees, assigns, and legal representatives (each a “Releasing Party”), do hereby fully and unconditionally RELEASE AND FOREVER DISCHARGE the other Parties, and each of them, their respective past, present and future officers, directors, shareholders, members, managers, agents, servants, partners, joint venturersattorneys, employees, contractorssuccessors, predecessorssubrogees, assigns, heirs, spouses, beneficiaries, executors, administrators, personal representatives, insurers, underwriters, accountants, heirs and lawyers devisees (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately of and collectively, from any and all damagespossible liabilities, suitsrights, claims, debtsdemand, demands, assessments, obligations, liabilities, attorneys’ feesdamages, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationssuits for liability, or demands controversies of any every kind and description whatsoever, whether known or known, unknown, existing accrued or potentialunaccrued, at law or in equity, which that Releasing Party had or may now have against the Released Parties, and each of them, if any, and irrespective of whether such claims arise out of contract, tort, violation of laws or regulations, or suspected otherwise (the “Released Claims”), including, specifically but without limitation, any claims whatsoever arising out of, related to or unsuspected, whether in any way connected with any alleged damage or harm suffered by that Releasing Party asserted or which could have been asserted in or raised by claimthe totality of the pleadings filed in the Litigation, counterclaim, setoff, or otherwise, including any known or unknown regardless of whether such claims, which they have demands or may claim now or damages arose in the future past or exist presently. Notwithstanding anything else stated in this release, this release is not intended to have, relating to and does not release any Party from the institution, prosecution, obligations undertaken or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement representations or warranties contained in this Agreement, and for the submission of false its Exhibits or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that any document contemplated by or executed in connection with such this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYor its Exhibits. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Agreement and Mutual Release

Releases. 1. Except (a) Effective as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective Date(i) Seller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and its Subsidiaries (other than the Vantive Group Entities), and each of their present and former principalsrespective employees, agentsofficers, servantsdirectors, equityholders, partners, joint venturersmembers, employeesadvisors, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Seller Releasing Parties”), separately hereby irrevocably releases and collectivelyforever discharges any and all rights, will release claims, obligations, Liabilities, debts and discharge Apple causes of action, known or unknown, accrued or unaccrued, it has had, now has or might now have against Buyer and each of its present their Affiliates (including as of immediately following the Closing, any Vantive Group Entity and as of immediately following a Local Closing, the applicable Deferred Market Entity) and their respective employees, current, former principalsor future officers, directors, managers, trustees, incorporators, former, current or future direct or indirect equityholders, general or limited partners, management companies, members, advisors, successors and assigns, agents, servantsattorneys, controlling persons, portfolio companies or other Representatives (the “Company Released Parties”) arising out of, or relating to, the organization, management or operation of the Business on or prior to the Closing (the “Released Claims”) and (ii) Buyer, on behalf of the Vantive Group Entities and following a Local Closing, the applicable Deferred Market Entity, itself and its other Affiliates and each of their respective current, former or future direct or indirect equityholders, general or limited partners, joint venturersmanagement companies, members, predecessors, directors, officers, managers, employees, contractorscontrolling persons, predecessorsportfolio companies, successors, assigns, administratorsagents, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Released Buyer Releasing Parties”), separately hereby irrevocably releases and collectively, from forever discharges any and all damages, suitsrights, claims, debts, demands, assessments, obligations, liabilitiesLiabilities, attorneys’ fees, costs, expenses, rights of action debts and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected accrued or unsuspectedunaccrued, occurring before any Vantive Group Entity (including following a Local Closing, the Effective Date applicable Deferred Market Entity) has had, now has or might now have against Seller and its Subsidiaries and each of the Settlement its and their respective current, former or future employees, officers, directors, equityholders, partners, members, advisors, successors and assigns (the “Named Plaintiffs and Settlement Class Members’ Seller Released MattersParties”) arising out of, or relating to, the Released Claims, in each case of clauses (i) and (ii) other than (A) any rights, claims or related causes of action under this Agreement or any Ancillary Agreement or any certificate or instrument delivered in connection herewith (which claims shall remain subject to the allegations applicable limitations set forth in the Complaint or the facts underlying the Complaintthis Agreement), including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating with respect to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Buyer Releasing Parties, would materially affect the Excluded Assets and Excluded Liabilities and for Fraud, (B) any written agreement entered into at or after the Closing between Buyer or any Vantive Group Entity (including after a Local Closing, the applicable Deferred Market Entity), on the one hand, and Seller or a Seller Releasing Party, on the other hand, (C) under any contract of insurance, Organizational Documents or other indemnification and/or exculpation obligations covering or otherwise in favor of the directors, managers and officers of Seller or its Subsidiaries (including the Vantive Group Entities) prior to the Closing, (D) any rights, claims or causes of action relating to employment, severance, bonus or similar arrangements by any current or former managing director, officer or employee of the Business that continues to remain in effect following the Closing, (E) any arrangements, understandings or Contracts set forth in Section 4.21 of the Seller Disclosure Letter or (F) any other commercial or business transactions between Buyer or any of the Company Released Parties (including the Vantive Group Entities and, after a Local Closing, the applicable Deferred Market Entity), on the one hand, and Seller or any of the Seller Released Parties, on the other hand, unrelated to the Business and the Vantive Group Entities and after a Local Closing, the applicable Deferred Market Entity, this Agreement or the Transactions. (b) Effective upon the Closing, Seller, for itself and each of the Seller Releasing Parties’ release , and Buyer, for itself and each of the Apple Released Buyer Releasing Parties. 2. Except as otherwise set forth herein , irrevocably covenants to refrain from, directly or as to obligations created herebyindirectly, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for asserting any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsclaim or demand, or demands commencing, distributing or causing to be commenced, any Action of any kind whatsoeveragainst the Company Released Parties or the Seller Released Parties, whether known or unknownas applicable, existing or potentialbased on any Released Claim. (c) In furtherance of the foregoing, or suspected or unsuspectedeach of Buyer, whether raised by claimfor itself and the Vantive Group Entities and their respective Affiliates, counterclaimsuccessors, setoffheirs and executors, or otherwiseand Seller, including any known or unknown claimsfor itself and on behalf of its Subsidiaries, which they have or successors, heirs and executors, hereby acknowledges that (i) it is aware that such Party may claim now hereafter discover facts different from or in the future to have, relating addition to the institution, prosecution, facts which such Person now knows or settlement of the Lawsuit, except for claims relating believes to be true with respect to the enforcement subject matter of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree but that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of their rights under Cal. any such different or additional facts and (ii) it has been informed of, and that such Party is familiar with, Section 1542 of the Civil Code § 1542of the State of California, which provides thatas follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. 4. The Parties also expressly ” Each of Buyer, for itself and the Vantive Group Entities, their respective Affiliates, successors, heirs and executors, and Seller, for itself and on behalf of its Subsidiaries, successors, heirs and executors, hereby waives and relinquishes (x) all rights and benefits such Person has or may have under Section 1542 of the Civil Code of the State of California, to the fullest extent that such Person may lawfully waive all such rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect and benefits pertaining to the subject matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and (y) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the Settlement, including United States or elsewhere in the terms world. The Parties acknowledge that this Section 4.14 is not an admission of liability or of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim accuracy of any kind against the Parties, their counsel, alleged fact or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtclaim.

Appears in 1 contract

Sources: Equity Purchase Agreement (Baxter International Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) In consideration of, upon the Effective Dateamong other things, Named Plaintiffs WayPoint’s execution and Settlement Class Membersdelivery of this Forbearance Agreement, on their own behalf each of NYTEX Holdings, NYTEX Acquisition, New ▇▇▇▇▇▇▇ and FDF, on behalf of their present itself and former principals, its agents, servantsrepresentatives, partnersofficers, joint venturersdirectors, members, advisors, employees, contractorssubsidiaries, predecessorsaffiliates, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesNYTEX Releasors”), separately hereby forever waives, releases and collectivelydischarges, will release to the fullest extent permitted by law, each Releasee (as defined herein) from any and discharge Apple all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and each recoupment), actions, causes of its present action, suits, debts, accounts, interests, liens, promises, warranties, damages and former principalsconsequential damages, agentsdemands, servantsagreements, partnersbonds, joint venturersbills, directorsspecialties, officerscovenants, managerscontroversies, employeesvariances, contractorstrespasses, predecessorsjudgments, successorsexecutions, assignscosts, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers expenses or claims whatsoever (collectively, the “Apple Released PartiesClaims”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of actionthat such Releasor now has or hereafter may have, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, whatsoever nature and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoeverkind, whether known or unknown, whether now existing or potentialhereafter arising, whether arising at law or in equity, against any or all of WayPoint in any capacity and its respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and each of their respective successors and assigns and each and all of the officers, directors, members, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the “WayPoint Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the WayPoint Purchase Agreement or any other WayPoint Purchase Documents or transactions contemplated thereby or hereby, or suspected any actions or unsuspectedomissions in connection therewith or herewith, or (ii) any aspect of the dealings or relationships between or among NYTEX Holdings, NYTEX Acquisition, New ▇▇▇▇▇▇▇ and FDF, on the one hand, and WayPoint, on the other hand, relating to any or all of the documents, transactions, or actions clause (i) hereof; provided, however, that nothing in this Forbearance Agreement or in this Section 14 shall have the effect of limiting, modifying, waiving compliance with, or releasing the WayPoint Releasees in connection with their obligations under this Forbearance Agreement. In entering into this Forbearance Agreement, each Party has consulted with, and have been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section shall survive the termination of this Forbearance Agreement, the WayPoint Purchase Agreement or any other WayPoint Purchase Documents. (b) In consideration of, among other things, the execution and delivery of this Forbearance Agreement by each of NYTEX Holdings, NYTEX Acquisition, New ▇▇▇▇▇▇▇ and FDF, WayPoint, on behalf of itself and its agents, representatives, officers, directors, members, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “WayPoint Releasors”), hereby forever waives, releases and discharges, to the fullest extent permitted by law, each NYTEX Releasee (as defined herein) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claimsunknown, which they have whether now existing or may claim now hereafter arising, whether arising at law or in equity, against any or all of NYTEX Holdings, NYTEX Acquisition, New ▇▇▇▇▇▇▇ and FDF in any capacity and its respective affiliates, subsidiaries, shareholders and “controlling persons” (within the future to havemeaning of the federal securities laws), and each of their respective successors and assigns and each and all of the officers, directors, members, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the “NYTEX Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (ii) any aspect of the dealings or relationships between or among NYTEX Holdings, NYTEX Acquisition, New ▇▇▇▇▇▇▇ and FDF, on the one hand, and WayPoint, on the other hand, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this WayPoint Purchase Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware WayPoint Purchase Documents or transactions contemplated thereby or hereby, provided, however, that they may hereafter discover claims nothing in this Forbearance Agreement or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person Section 14 shall have any claim the effect of any kind against the Partieslimiting, their counselmodifying, waiving compliance with, or releasing the Settlement Administrator NYTEX Releasees in connection with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith their obligations under this Forbearance Agreement, the Final Approval OrderWayPoint Purchase Agreement or any other WayPoint Purchase Documents, and, provided, further, nothing in this Forbearance Agreement or in this Section 14 shall have the effect of limiting in any manner what WayPoint may allege in defense of claims by any other Party and that Party’s equity and security holders, including, without limitation, debt holders and shareholders of NYTEX Holdings. In entering into this Forbearance Agreement, each Party has consulted with, and have been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section shall survive the termination of this Forbearance Agreement, the Final Judgment, WayPoint Purchase Agreement or further order(s) of the Courtany other WayPoint Purchase Documents.

Appears in 1 contract

Sources: Forbearance Agreement (NYTEX Energy Holdings, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, 3.1 Immediately upon the Effective DateDate of this Support Agreement, Named Plaintiffs and Settlement Class Membersexcept with respect to obligations expressly contained in this Support Agreement, on their own behalf and (i) each of the Consenting Shareholders agrees, on behalf of their present itself (each, a “Shareholder Releasing Party,” and former principalscollectively, the “Shareholder Releasing Parties”), to unconditionally and forever release and discharge each Consenting Lender and its directors, officers, shareholders, partners, members, employees, agents, servantsattorneys, representatives, affiliates, parents, subsidiaries, predecessors, successors, heirs, executors and assigns, together with their respective past and present directors, officers, shareholders, partners, joint venturersmembers, employees, contractorsagents, attorneys, representatives, affiliates, parents, subsidiaries, predecessors, assignssuccessors, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, executors and lawyers assigns (collectively, the “Releasing Released Lender Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, ) from any and all damagesclaims, actions, causes of action, suits, claims, debts, demands, assessmentslosses, obligations, liabilities, damages, judgments, awards, costs, and expenses (including attorneys’ fees) of every kind, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverytype, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind nature whatsoever, whether known or unknown, existing absolute or potentialcontingent, asserted, threatened, or suspected or unsuspectedalleged, whether raised by claimthat such Shareholder Releasing Party (1) has, counterclaimmay have, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution(2) heretofore had, prosecutionmay have had, or settlement may claim to have had, or (3) hereafter may have, or may claim to have, against any of the LawsuitReleased Lender Parties, from the beginning of time up to and through the Effective Date of this Support Agreement, based on, arising out of, under or in connection with (A) the Credit Agreement and the other Loan Documents as defined therein, (B) the Obligations and (C) the Transactions, except for claims relating gross negligence, willful misconduct, criminal misconduct or actual fraud as determined by a final order entered by a court of competent jurisdiction, (ii) each of the Shareholder Releasing Parties agrees, neither individually nor collectively with any other person or entity, to bring any claim, action, cause of action, or suit that is based on, arising out of or under, or in connection with, any matters released by the Shareholder Releasing Parties under clause (i) above, and (iii) each of the Shareholder Releasing Parties severally (and not jointly) warrants and represents that it has not transferred or assigned to any person or entity any right based on, arising out of or under, or in connection with, any matters released by the Shareholder Releasing Parties under clause (i) above. Notwithstanding anything to the enforcement contrary herein, the Shareholder Releasing Parties shall not be deemed to have released the Debtors or any of their subsidiaries pursuant to this Section 3.1. 3.2 Immediately upon the Effective Date of this Support Agreement, except with respect to obligations expressly contained in this Support Agreement, (i) each of the Settlement Consenting Lenders agrees, on behalf of itself (each, a “Lender Releasing Party,” and collectively, the “Lender Releasing Parties”), to unconditionally and forever release and discharge each Consenting Shareholder and its directors, officers, shareholders, partners, members, employees, agents, attorneys, representatives, affiliates, parents, subsidiaries, predecessors, successors, heirs, executors and assigns, together with their respective past and present directors, officers, shareholders, partners, members, employees, agents, attorneys, representatives, affiliates, parents, subsidiaries, predecessors, successors, heirs, executors and assigns and each current or former officer or director of any of the Debtors or any of their subsidiaries (collectively, the “Released Shareholder Parties”) from any and all claims, actions, causes of action, suits, losses, obligations, liabilities, damages, judgments, awards, costs, and expenses (including attorneys’ fees) of every kind, type, and nature whatsoever, whether known or unknown, absolute or contingent, asserted, threatened, or alleged, that such Lender Releasing Party (1) has, may have, or may claim to have, (2) heretofore had, may have had, or may claim to have had, or (3) hereafter may have, or may claim to have, against any of the Released Shareholder Parties, from the beginning of time up to and through the Effective Date of this Support Agreement, based on, arising out of, under or in connection with (A) the Credit Agreement and for the submission other Loan Documents as defined therein, (B) the Obligations (C) the Transactions, (D) their services as directors or officers of false the Debtors or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 aboveany action, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionsdecision, or common law principles of similar effect failure to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts act in addition to or different from those they now know or believe to be true their capacity as such with respect to the matters underlying Debtors and (E) the Lawsuit. In furtherance Management Services Agreement dated as of January 23, 2007 by and among Ripplewood Holdings L.L.C., Holding, the Company and the other parties thereto, except for gross negligence, willful misconduct, criminal misconduct or actual fraud as determined by a final order entered by a court of competent jurisdiction, (ii) each of the Parties’ intentLender Releasing Parties agrees, neither individually nor collectively with any other person or entity, to bring any claim, action, cause of action, or suit that is based on, arising out of or under, or in connection with, any matters released by the Lender Releasing Parties under clause (i) above, and (iii) each of the Lender Releasing Parties severally (and not jointly) warrants and represents that it has not transferred or assigned to any person or entity any right based on, arising out of or under, or in connection with, any matters released by the Lender Releasing Parties under clause (i) above. Notwithstanding anything to the contrary herein, the release Lender Releasing Parties shall not be deemed to have released the Debtors or any of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment their subsidiaries pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinSection 3.2. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Restructuring Support Agreement (Readers Digest Association Inc)

Releases. 1. Except for the rights and obligations in this AGREEMENT, in the Stipulated Confidentiality Agreement and Protective Order and Order Thereon filed in the ACTION on July 18, 2008 (the “PROTECTIVE ORDER”) and the obligations regarding the guarantee of the Final Installment as otherwise set forth herein or as in the Amended Guaranty, in each case which rights and obligations (including the rights to obligations created herebyenforce the same) shall survive the execution and delivery of this AGREEMENT in accordance with their terms, effective upon payment to BROADSTREAM of the Effective DateFirst Installment, Named Plaintiffs BROADSTREAM, BROADSTREAM CAPITAL PARTNERS, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, MILES ▇▇▇▇▇▇, and Settlement Class Members▇▇▇▇▇▇▇ ▇▇▇▇, on their own behalf and on behalf of themselves and any of their present and former principalscorporate parents, agents, servantssubsidiaries, partners, joint venturers, employeeslicensees, contractorsaffiliates, divisions and related entities, as well as all of their predecessors, successors, assigns, officers, directors, shareholders, members, agents, attorneys, employees, insurers, heirs, spouses, beneficiaries, executors, administrators, representativestrustees, insurerspresent, underwriters, accountants, past and lawyers future and anyone else purporting to claim through or under any of them (collectively, the “Releasing PartiesBROADSTREAM RELEASING PARTIES”), separately hereby unconditionally, irrevocably and collectivelyforever and fully waive, will release release, acquit, and discharge Apple FFN and each all of its present and former principalscorporate parents, agents, servantssubsidiaries, partners, joint venturers, directorslicensees, officersaffiliates, managersdivisions, employeescreditors, contractorsand related entities, as well as all of its and their respective predecessors, successors, assigns, administratorsofficers, representatives, parentsdirectors, shareholders, subsidiariesagents, affiliatesattorneys, employees, members, insurers, underwritersheirs, accountantsexecutors, administrators, trustees, present, past and future, including but not limited to ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Capital Partners, LLC, and lawyers ▇▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the “Apple Released PartiesFFN RELEASED PARTIES”), separately and collectively, from any and all claims, rights, causes of action, losses, costs, expenses, damages, suitsjudgments, claimsexecutions, attachments, debts, demands, assessmentsliabilities and obligation of every kind and nature, obligationspast, liabilitiespresent and future, attorneys’ feesknown and unknown, costs, expenses, rights of action and causes of action, of any kind or character whatsoeverthroughout the world, whether based on contract (expressor not asserted in the ACTION or ARBITRATION, implied, or otherwise), statute, or any other theory from the beginning of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before time up to the Effective Date EFFECTIVE DATE of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) this AGREEMENT arising out of or related to (or that were or could have been asserted in) the allegations in the Complaint ACTION or the facts underlying ARBITRATION. For avoidance of doubt, the Complaintforegoing release shall expressly extend to, including claims thatand shall unconditionally and irrevocably terminate, without the user’s consentrelease, Apple recordedrelinquish and extinguish, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilitiesrights or claims of BROADSTREAM or any BROADSTREAM RELEASING PARTIES under or pursuant to the Guaranty based on any facts or circumstances in existence as of the EFFECTIVE DATE and shall further unconditionally and irrevocably terminate, claimsrelease and extinguish any and all commitments, cross-claimscovenants, causes of actionundertakings, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, obligations and liabilities whatsoever (whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, contingent or otherwise) of ▇▇▇▇, including any known ▇▇▇▇▇▇ ▇▇▇▇▇▇ and all other FFN RELEASED PARTIES) under or unknown claims, which they have or may claim now or in the future to have, relating pursuant to the institution, prosecution, or settlement Guaranty as of the LawsuitEFFECTIVE DATE, except for claims relating but shall not terminate the payment guarantee obligations under the Amended Guaranty with respect to the enforcement of Final Installment to the Settlement or this Agreement, and for extent that FFN does not timely pay the submission of false or fraudulent claims for Settlement benefits. 3Final Installment when due hereunder. The Parties mutually and expressly PARTIES acknowledge and agree that this Agreement fully the foregoing release also will automatically be deemed to terminate the Amended Guaranty, effective upon payment to BROADSTREAM of the Final Installment of the PAYMENTS (which date also shall be deemed the Termination Date under and finally releases as defined in the Amended Guaranty), without any further, continuing or other liabilities or obligations of ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ or any other applicable FFN RELEASED PARTIES whatsoever. BROADSTREAM (on behalf of itself and fully resolves each of the claims released other BROADSTREAM RELEASING PARTIES) further agrees that ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and all other applicable FFN RELEASED PARTIES are intended third party beneficiaries of the foregoing release and the contemplated termination of such Amended Guaranty upon the payment of the Final Installment, and each shall be entitled to rely upon and enforce the same in Sections H.1 and H.2 abovetheir own names, including any claims notwithstanding that they may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant express signatories to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAGREEMENT. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (FriendFinder Networks Inc.)

Releases. 1. Except as otherwise set forth herein (a) As of the date of this Agreement, the Company, for itself, and to the fullest extent permitted by law, and on behalf of the Company’s subsidiaries, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or as successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such person, irrevocably releases, acquits and discharges the Endeavor Parties, and their respective subsidiaries, joint ventures and partnerships, Affiliates, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such person (collectively, the “Endeavor Released 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, foreseen, unforeseen, known or unknown, that the Company presently or previously has or had against any of the Endeavor Released Parties, collectively, jointly or severally, at any time prior to obligations created herebyand including the date of this Agreement, upon including, without limitation, any and all claims arising out of or in any way whatsoever related to the Effective DateEndeavor Litigation or the Endeavor Parties’ involvement with the Company (such release by the Company, Named Plaintiffs the “Company Release”). (b) As of the date of this Agreement, the Endeavor Parties, and Settlement Class Memberseach of them, on their own behalf irrevocably release, acquit and discharge the Company, and the Company’s subsidiaries, Affiliates, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such person (collectively, the “Company Released 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, foreseen, unforeseen, known or unknown, that the Endeavor Parties or any of them, for themselves or itself, and to the fullest extent permitted by law, and on behalf of their present joint ventures and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessorspartnerships, successors, assigns, administratorsofficers, representativesdirectors, parentspartners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, subsidiariesauditors, affiliatesadvisors, consultants, attorneys, insurers, underwritersheirs, accountantsexecutors, administrators and lawyers successors and assigns of any such person, presently has or had against any of the Company Released Parties, collectively, jointly or severally, at any time prior to and including the date of this Agreement, including, without limitation, any and all claims arising out of or in any way whatsoever related to the Endeavor Litigation or the Endeavor Parties’ involvement with the Company (collectivelysuch release by the Endeavor Parties, the “Apple Released PartiesEndeavor Release” and together with the Company Release, the “Releases”); provided that, separately for the avoidance of doubt, the Releases shall exclude any future claims, including any rights or claims for indemnification, advancement of expenses or directors and collectivelyofficers liability insurance coverage with regard to service as a director or officer of the Company. (c) Each party hereto hereby acknowledges that as of the time of the date of this Agreement, from the parties hereto may have claims against one another that such other parties do not know or suspect to exist in their or its favor, including, without limitation, claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the Releases set forth in this Section 7. In connection with any such claims, the Company and the Endeavor Parties agree that they intend to waive, relinquish and release any and all damagesprovisions, suits, rights and benefits any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, debtsor to facts unknown at the time the release was entered into. In connection with this waiver, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action the Company and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statutethe Endeavor Parties acknowledge that they, or any other theory of recoverythem, may (including, without limitation, after the date of this Agreement) discover facts in addition to or different from those known or believed by them to be true with respect to the subject matter of the Releases set forth in this Section 7, but it is the intention of the parties hereto to complete, fully, finally and whether for compensatory or punitive damagesforever compromise, settle, release, discharge and whether asserted or unassertedextinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of contingent or related absolute, accrued or unaccrued, apparent or unapparent, that now exist or previously existed, without regard to the allegations in subsequent discovery of additional or different facts. For the Complaint avoidance of doubt, the Releases shall not apply to any claims or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiescauses of action relating to, or failed to deletearising in connection with, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement this Agreement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3any conduct postdating the Execution Date. The Company and the Endeavor Parties mutually acknowledge that the foregoing waiver is a key, bargained-for element to this Agreement and the Releases that are part of it. The Endeavor Parties agree and expressly acknowledge waive and agree that this Agreement fully and finally releases and fully resolves relinquish, to the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordinglyfullest extent permitted by law, the Parties expressly waive all provisions, rights and benefits of their rights Section 1542 of the California Civil Code, as well as any other similar provision under Cal. Civil Code § 1542federal or state law, which provides thatprovides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. (d) The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties Releases provided for in this Section 7 are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe intended to be true with respect broad, and this breadth is a bargained-for feature of this Agreement. Despite this, the Releases provided for in this Section 7 are not intended to, and do not, extend to the matters underlying the Lawsuit. In furtherance any of the Company’s or the Endeavor Parties’ intent, the release obligations under this Agreement or to any ongoing obligations of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery Company or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of Endeavor Parties after the terms date of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAgreement. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Cooperation Agreement (Mawson Infrastructure Group Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Each of the Company and each of the Directors, upon the Effective Datein any capacity, Named Plaintiffs hereby fully, forever, irrevocably and Settlement Class Membersunconditionally releases, on their own behalf remises and on behalf of their present discharges Former Director and former principalsFormer Director’s affiliates, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, representatives and lawyers advisors (collectively, the Releasing PartiesRepresentatives), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, ) from any and all damages, suits, claims, debtscharges, complaints, demands, assessmentsactions, obligations, liabilities, attorneys’ fees, costs, expenses, rights causes of action and causes suits of action, of any every kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertednature, known or unknown, suspected which the Company or unsuspectedany Director ever had, occurring before now has or shall in the Effective Date future have against Former Director or any of the Settlement Representatives that result from or otherwise relate in any way to Former Director’s service as a director of the Company; provided, that this release shall not extend to (i) any criminal acts, (ii) any stockholder derivative suits (other than stockholder derivative suits brought by a Director in his capacity as a stockholder) and (iii) any rights of the Company under this Agreement. Each of the Company and the Directors hereby represents and warrants to the Former Director that, to the best of its or his knowledge, it or he has not willfully violated any statute, regulation or law. (b) Former Director hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, and each subsidiary or affiliate of the Company and their current or former officers, directors, stockholders and employees (the “Named Plaintiffs and Settlement Class Members’ Released MattersParties”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimscharges, complaints, demands, actions, causes of actionaction and suits of every kind and nature, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing which Former Director ever had, now has or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or shall in the future have against the Released Parties that result from or otherwise relate in any way to haveFormer Director’s service as a Director of the Company; provided, that this release shall not extend to (i) any criminal acts, (ii) any rights that Former Director may have under the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Bylaws (the “Bylaws”), (iii) any rights of Former Director under applicable law, this Agreement or the Indemnification Agreement between the Company and Former Director dated as of [ ] (the “Existing Indemnification Agreement”) and (iv) any claims for indemnification or contribution (including by way of cross-claim or claim over) that Former Director ever had, now has or shall in the future have against any of the Released Parties arising out of, in connection with or in any way relating to the institution, prosecution, or settlement any of the Lawsuit, except for claims relating to following actions (the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California “Actions”) or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims actions or facts proceedings of any nature filed in addition to the future (whether related or different from those they now know or believe to be true with respect unrelated to the matters underlying the LawsuitActions): In re Affiliated Computer Services, Inc. Shareholder Litig., Civ. In furtherance of the Parties’ intentAction No. 2821-VCL (Del. Ch. Ct.); ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factset al. 6, Civ. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAction No. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Resignation Agreement (Affiliated Computer Services Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and 2.6.1 The Company on behalf of their present itself and former principals, each of its respective agents, servantsattorneys, partners, joint venturers, employees, contractors, predecessors, assignsinsurers, heirs, spousesassigns, beneficiaries, executors, administratorstrustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whomsoever may claim by, under or through them, and all persons acting by, through, under or in concert with any of them (the "Company Parties") hereby irrevocably and unconditionally forever release, remise, acquit and discharge the Stockholder and all of his respective present, former or future agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, underwriterssubsidiaries, accountantsdivisions, parents, assigns, affiliates, predecessors and lawyers successors (collectively, the “Releasing "Stockholder Parties”), separately ") from and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from against any and all damagesdebts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, claimsactions, debtscauses of action, demandsmisrepresentations, assessmentsdefamatory statements, tortious conduct, acts or omissions, rights, obligations, liabilities, attorneys’ feesjudgments, costsdamages, expenses, rights of action and causes of actionclaims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or character nature or description whatsoever, whether based on contract (expressarising from the beginning of the world through the date of this Agreement which each of the Company Parties ever had, impliedpresently have, may have, or otherwise), statuteclaim or assert to have, or hereafter have, may have, or claim or assert to have, against any of the Stockholder Parties, including, but not limited to, any and all actual or implied claims, demands and causes of action in any way relating to the rights, duties and obligations under the Agreement (the "Company Released Claims"); provided, however, that this release shall not affect the rights of the Company Parties under this Rescission Agreement or under any other theory agreement, certificate or instrument executed and delivered pursuant to this Rescission Agreement. 2.6.2 The Stockholder Parties on behalf of recoverythemselves and each of their respective agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whether for compensatory whomsoever may claim by, under or punitive through them, and all persons acting by, through, under or in concert with any of them hereby irrevocably and unconditionally forever release, remise, acquit and discharge each and all of the Company Parties and all of their respective present, former or future agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors from and against any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortious conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, and whether expenses, claims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever, arising from the beginning of the world through the date of this Agreement which each of the Stockholder Parties ever had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have, against any of the Company Parties, including, but not limited to, any and all actual or implied claims, demands and causes of action in any way relating to the rights, duties and obligations under the Agreement (the "Stockholder Released Claims"); provided, however, that this release shall not affect the rights of the Stockholder Parties under this Rescission Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Rescission Agreement.. 2.6.3 The Company Parties and the Stockholder Parties (collectively, the "Parties") acknowledge and understand that hereafter they may discover or appreciate claims, facts, issues or concerns in addition to or different from those that they now know or believe to exist with respect to the subject matter of this Agreement that, if known or suspected at the time of execution of this Agreement, might have materially affected the settlement embodied herein. The Parties nevertheless agree that the general releases and waivers described in Paragraphs 2.6.1 and 2.6.2 above apply to any such additional or different claims, facts, issues or concerns. The Parties acknowledge that this release is intended to be very broad and is a critical element of the Parties' settlement. 2.6.4 It is the intention of the Parties that the foregoing general releases shall be effective for use as a protective bar to all Company Released Claims and Stockholder Released Claims (collectively, the "Released Claims") and shall terminate all of the Parties' rights, duties and obligations, if any, under the Agreement. In furtherance, and not in limitation of such intention, the general release provided for herein shall be, and shall remain in effect, as a full and complete release, notwithstanding the later discovery or existence of any additional or different facts or claims, without limitation. 2.6.5 The Parties acknowledge that they have been advised by their respective attorneys and are familiar with and understand the provisions of California Civil Code Section 1542 as well as all provisions of federal law and Nevada state law that may provide any right or benefit that is similar in any material respect to California Civil Code Section 1542, 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 materially affected his settlement with the debtor. 2.6.6 The Parties hereby voluntarily and expressly waive and relinquish each and every right or benefit which they may have under California Civil Code Section 1542 and all provisions of federal law and Nevada state law that may provide any right or benefit that is similar in any material respect to the rights and benefits afforded under California Civil Code Section 1542, to the full extent that they may lawfully waive such rights. The Parties acknowledge that they may hereafter discover facts in addition to or different from those which they presently know or believe to be true regarding the subject matter of the dispute and the other matters herein released, but agree that they have taken that possibility into account and that it is their intention hereby to fully, finally and forever settle and release the matters, disputes and differences, now known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims any way relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect matters released pursuant to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for to terminate any and all rights, duties and obligations of the submission of false or fraudulent claims for Settlement benefitsParties under the Agreement. 3. 2.6.7 The Parties mutually and expressly hereto acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of expressly understand that this Agreement and the Settlementsettlement it represents (a) is entered into solely for the purpose of avoiding any possible future expenses, including the terms burdens or distractions of the judgment to be entered litigation and (b) in the Lawsuit and the releases provided for herein. 7. No person shall have no way constitutes an admission by any claim party hereto of any liability of any kind against to any other party or of any wrongdoing on the part of any of the Parties. In this connection, their counselthe Parties specifically deny any liability in connection with any claims which have been made or could have been made, or which are the Settlement Administrator subject matter of, or arise from, or are connected directly or indirectly with respect or related in any way to the Settlement rights, duties and obligations under the Blake Agreements, including, but not limited to, any violation of any federal or state law (whether statutory or common law), rule or regulation, and the matters set forth hereinParties deny that a violation of any such law, rule or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtregulation has ever occurred.

Appears in 1 contract

Sources: Rescission Agreement (Axia Group, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) Each of the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Loan Parties (on behalf of their itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or under any of the Loan Parties, for its past, present and former principalsfuture employees, agents, servantsrepresentatives (other than legal representatives), partnersofficers, joint venturersdirectors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsshareholders, and lawyers trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), separately and collectivelydoes hereby remise, will release and discharge Apple discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent, Collateral Agent and each of its the Lenders in their respective capacities as such under the Loan Documents, and the Administrative Agent’s, Collateral Agent’s and each ▇▇▇▇▇▇’s respective successors-in-title, legal representatives and assignees, past, present and former principalsfuture officers, directors, affiliates, shareholders, trustees, agents, servantsemployees, partnersconsultants, joint venturersexperts, advisors, attorneys and other professionals and all other persons and entities to whom the Administrative Agent, Collateral Agent and each of the Lenders or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersaffiliates, managersshareholders, trustees, agents, employees, contractorsconsultants, predecessorsexperts, successorsadvisors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesmanner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverycompensation, and whether for compensatory recovery or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, existing fixed or potentialcontingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, whether raised by claimnow existing, counterclaimheretofore existing or which may heretofore accrue against any of the Releasees, setoffand which are, in each case, based on any act, fact, event or otherwiseomission or other matter, including cause or thing occurring at any known time prior to or unknown claimson the date hereof in any way, which they have directly or may claim now indirectly arising out of, connected with or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Financing Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction.Loan Document (including, without limitation, this Amendment and the Existing Limited Waiver Agreement) and the transactions contemplated thereby, and all other agreements, certificates, instruments and other 5(b) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 5(a) hereof. The Parties are aware that they may hereafter discover claims If any Loan Party or facts any of its successors, assigns or other legal representatives violates the foregoing covenant, the Loan Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance such other damages as any Releasee may sustain as a result of the Partiessuch violation, all attorneysintent, the release fees and costs incurred by any Releasee as a result of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factssuch violation. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Limited Waiver to Financing Agreement (Troika Media Group, Inc.)

Releases. 1(a) For and in consideration of the covenants made by the Company in this Agreement, ▇▇. Except as otherwise set forth herein or as to obligations created hereby▇▇▇▇▇▇▇▇▇ hereby releases and forever discharges the Company and its past and present affiliates, upon the Effective Datesubsidiaries, Named Plaintiffs and Settlement Class Membersofficers, on their own behalf and on behalf of their present and former directors, partners, principals, consultants, attorneys, agents, servants, partnersrepresentatives, joint venturers, employees, contractors, predecessors, assignssuccessors, heirs, spousesassigns and control persons, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers as applicable (collectively, the “Releasing Company Released Parties”), separately from any and all claims, demands, obligations, losses, causes of action, costs, expenses, reasonable attorneys' fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown (including, but not limited to, any and all claims which relate to, arise from, or are in any manner connected to his services on behalf of the Company) that ▇▇. ▇▇▇▇▇▇▇▇▇ has, had or claims to have against any or all of the Company Released Parties (collectively, will release and discharge Apple and the “Company Released Claims”). Notwithstanding the foregoing, each of its ▇▇. ▇▇▇▇ ▇▇▇▇▇ and Falak Investments AG and their respective affiliates are not, and will not ever be, a Company Released Party in any way, manner or form or at any time, or have any of the rights, privileges and protections afforded to the Company Released Parties. (b) (i) For and in consideration of the covenants made by ▇▇. ▇▇▇▇▇▇▇▇▇ in this Agreement, the Company hereby releases, extinguishes, acquits, remises and forever discharges, fully, finally and forever, ▇▇. ▇▇▇▇▇▇▇▇▇ and his heirs, executors, trusts, trustees, fiduciaries, personal representatives, agents, successors, assigns, affiliates (whether past or present and former direct or indirect),and firms, investment vehicles, funds and any other entities managed or controlled by ▇▇. ▇▇▇▇▇▇▇▇▇ or his affiliates, or in which ▇▇. ▇▇▇▇▇▇▇▇▇ or any affiliate had or has a controlling interest as well as the Company’s affiliates’ subsidiaries, predecessors, parent companies, divisions, officers, directors, partners, managers, principals, control persons, shareholders, stakeholders, consultants, attorneys, agents, servants, partnersrepresentatives, joint venturers, directors, officers, managers, employees, contractors, predecessorstransferees, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, assigns and lawyers subrogees (collectively, the “Apple ▇▇▇▇▇▇▇▇▇ Released Parties” and together with the Company Released Parties, the “Released Parties”), separately from and collectively, from against any and all damagesactions, claims, demands, conflicts of interest (including, without limitation, the potential conflict of interest described in Section 3(b) hereof) causes of action, complaints, suits, claimsproceedings, debtsorders, demandsjudgments, assessmentsmatters, controversies, defenses, contracts, agreements, statements, events, conduct, omissions or failure to act, fault and wrongdoing (whether reckless, negligent or intentional, with or without malice, or breaches any duty, law or rule), obligations, liabilities, attorneys’ feesdebt, losses, damages, costs, expenses, rights of action attorneys' fees, and causes of action, of any kind or character whatsoeverpromises and covenants (other than those arising hereunder), whether based on contract contract, tort, federal, state, local or foreign law or statute (expressincluding, impliedwithout limitation, common law and claims for indemnification or contribution), or otherwise), statute, other legal or any other equitable theory of recovery, and in every forum and jurisdiction, whether for compensatory now existing or punitive damagescoming into existence in the future, and whether asserted or unassertedknown, known suspected or unknown, suspected contingent or unsuspectednon-contingent, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist whichCompany has, if known to the Releasing Partieshad, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created herebymay have, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future claims to have, relating or may hereafter have or claim to have, against any or all of the ▇▇▇▇▇▇▇▇▇ Released Parties in connection with ▇▇. ▇▇▇▇▇▇▇▇▇’▇ services to the institution, prosecutionCompany and any other matters which may relate, or settlement of the Lawsuitwhich have been related to, except for claims relating such services, and to any subject that was, or could have been raised, made or to be made, without regard to the enforcement subsequent discovery or existence of different or additional facts, or mistake of fact or law (collectively, the Settlement or “▇▇▇▇▇▇▇▇▇ Released Claims”). (ii) The execution of this Agreement, and for the submission consideration and other terms and conditions thereof, do not constitute and shall not be construed as or deemed to be evidence of false an admission or fraudulent claims for Settlement benefits. 3concession of any fault, liability or wrongdoing, and ▇▇. The Parties mutually ▇▇▇▇▇▇▇▇▇ expressly denies any fault, liability or wrongdoing whatsoever, and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYused for any purpose other than to effectuate this settlement. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Separation Agreement (3Power Energy Group Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Upon receipt of the Settlement Payment, upon the Effective Date, Named Plaintiffs Nu Horizons and Settlement Class Members, on their own behalf its past and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurersagents, underwritersemployees, accountantsofficers, attorneys, successors and lawyers assigns (collectively, the “Apple Released PartiesNu Horizons Releasing Entities”), separately absolutely and collectivelyforever discharge and release each and all of the LLF Parties, together with each of their past and present shareholders, subsidiaries, affiliates, agents, employees, officers, attorneys, insurers, successors and assigns of and from any and all damagesclaims, actions, causes of action, proceedings, contracts, judgments, obligations, suits, claimsdebts, debtsdues, sums of money, accounts, reckonings, bonds, bills, covenants, trespasses, damages, demands, assessmentsagreements, obligationspromises, liabilities, attorneys’ feescontroversies, costs, expenses, rights of action attorneys’ fees and causes of action, of any kind or character losses whatsoever, whether in law or in equity and whether based on contract (expressany federal law, impliedstate law, common law right of action or otherwise), statuteforeseen or unforeseen, matured or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedunmatured, known or unknown, suspected accrued or unsuspectednot accrued, occurring before that the Effective Date Nu Horizons Releasing Entities ever had, now have, or ever may have, from the beginning of the world to the date of this Agreement, that relate to the claims that were or could have been asserted in the AAA Action. (b) Upon receipt of the Settlement Payment, each of the LLF Parties and their past and present shareholders, subsidiaries, affiliates, agents, employees, officers, attorneys, successors and assigns (the “Named Plaintiffs and Settlement Class Members’ Released MattersLLF Releasing Entities) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint), including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released absolutely and forever discharged Plaintiffs discharge and Class Counsel release Nu Horizons and each of its past and present shareholders, subsidiaries, affiliates, agents, employees, officers, attorneys, insurers, successors and assigns of and from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightsproceedings, actionscontracts, judgments, obligations, suits, debts, liensdues, contractssums of money, accounts, reckonings, bonds, bills, covenants, trespasses, damages, demands, agreements, damagespromises, liabilities, controversies, costs, expenses, attorneys’ fees, losses, expenses, obligations, or demands of any kind fees and losses whatsoever, whether in law or in equity and whether based on any federal law, state law, common law right of action or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, existing accrued or potentialnot accrued, that the LLF Releasing Entities ever had, now have, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or ever may claim now or in the future to have, relating from the beginning of the world to the institution, prosecution, or settlement date of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for that relate to the submission of false claims that were or fraudulent claims for Settlement benefitscould have been asserted in the AAA Action. 3. The (c) Having been fully advised by their respective counsel, it is the intention of Nu Horizons and the LLF Parties mutually and expressly acknowledge and agree that, notwithstanding the possibility that they or their counsel may discover or gain a more complete, different or contrary understanding of the facts, events or law which, if presently known or fully understood, would have affected the foregoing releases, this Agreement fully shall be deemed to have fully, finally and finally forever settled any and all claims encompassed by the releases and fully resolves the claims released in Sections H.1 and H.2 aboveset forth herein, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect without regard to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding subsequent discovery or existence of any different, contrary or additional facts, events or different claims or factslaw. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: General Release and Settlement Agreement (Nu Horizons Electronics Corp)

Releases. 1. Except (a) Effective as otherwise set forth herein or as of the Closing, Buyer hereby releases and causes its Affiliates to obligations created herebyrelease each Seller’s respective Affiliates, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf each of their present respective officers, directors, managers and former principalsemployees (in their capacity as such and for services provided to Sellers and their Affiliates), agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, direct or indirect equityholders and lawyers non-employee agents and representatives (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Seller Released Parties”), separately and collectively, ) from any and all damagesLiabilities, suitsactions, claimsrights of action, debtscontracts, demands, assessmentsindebtedness, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, demands, costs, expenses and attorneys’ fees, losses, expenses, obligations, or demands of any kind fees whatsoever, whether of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time, in all circumstances arising prior to Closing, that any Buyer or potentialits Affiliates and all such Persons’ respective successors and assigns, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement have against any of the LawsuitSeller Released Parties; provided, except for claims relating to that the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that foregoing shall not release any rights under this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims other agreements contemplated hereby which expressly survive Closing. Each Seller Released Party that may is not a Party shall be known. Accordingly, the Parties expressly waive all considered a third party beneficiary of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true this Agreement with respect to the matters underlying the Lawsuit. In furtherance any rights of indemnity or release provided herein. (b) Effective as of the Parties’ intentClosing, Sellers hereby release Buyer and its Affiliates, equityholders, directors, managers, officers, employees, agents and representatives of Buyer and its Affiliates (collectively, the release “Buyer Released Parties”) from any and all Liabilities, actions, rights of action, contracts, indebtedness, obligations, claims, causes of action, suits, damages, demands, costs, expenses and attorneys’ fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time, in all circumstances arising prior to Closing, that any Seller or its respective Affiliates and all such Persons’ respective successors and assigns, have or may have against any of the Named Plaintiffs and Settlement Class Members’ Buyer Released Matters Parties; provided, that the foregoing shall remain in full and complete effect notwithstanding discovery or existence of not release any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of rights under this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinother agreements contemplated hereby which expressly survive Closing. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Asset Purchase Agreement (Constellation Energy Group Inc)

Releases. 1. Except as otherwise set forth herein or as a. In consideration of the payments and benefits required to obligations created herebybe provided to the Executive under the separation agreement between the Employer, upon QNB Bank (the Effective Date“Bank”), Named Plaintiffs and Settlement Class Membersthe Executive, on their own behalf dated December, 2009, (the “Separation Agreement”) and after consultation with counsel, the Executive, for himself and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, each of the Executive’s heirs, spouses, beneficiaries, executors, administrators, representatives, insurersagents, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesExecutive Releasors”), separately hereby irrevocably and collectivelyunconditionally releases and forever discharges the Employer, will release its subsidiaries, joint ventures and discharge Apple other affiliates, and each of its present and former principalsofficers, agents, servants, partners, joint venturersemployees, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers agents (collectively, the “Apple Released PartiesEmployer Releasees), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ claims (including claims for attorney’s fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actionsjudgments, suits, debts, liens, contracts, agreementsobligations, damages, costsdemands, attorneys’ fees, losses, expenses, obligationsaccountings, or demands liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any kind whatsoeverClaims under any Federal, whether known or unknownstate, existing or potentiallocal, or suspected or unsuspectedforeign law, whether raised by claimthat the Executive Releasors may have, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer, or director of the Employer, its subsidiaries, joint ventures and other affiliates, or the termination of the Executive’s service in any and all of such relevant capacities or (ii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to havethe date hereof; provided, however, that the release set forth in this Section shall not apply to (A) the payment and/or benefit obligations of the Employer or any of its subsidiaries, joint ventures, and other affiliates, (collectively, the “Employer Group”) under the Separation Agreement, (B) any Claims the Executive may have under any plans or programs not covered by the Separation Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, including, but not limited to, certain pension and life insurance benefits, (C) any indemnification or other rights the Executive may have in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof, (D) the Employee’s right to receive unemployment compensation which the Company acknowledges it has not and will not contest, (E) the Employee’s rights to any of his checking or savings accounts with the Company, and (F) any rights which are not waivable by law. Except as provided in the immediately preceding sentence, the Executive Releasors further agree that the payments and benefits as required by the Separation Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Executive Releasors may have against the Employer or any member of the Employer Group arising out of the Executive’s employment relationship and the Executive’s service as an employee, officer or director of the Employer or a member of the Employer Group or the termination thereof, as applicable. Anything to the contrary notwithstanding in this Release Agreement, nothing herein shall release the Employer Releasees from any claims or damages based on (i) any Claims that arise after the date of this Release Agreement, or (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Employer and the Executive are jointly liable. b. In consideration of the general release and other covenants of the Executive herein, and after consultation with counsel, the Employer for itself and on behalf of each of its majority owned subsidiaries and affiliated companies and each of their officers, employees, directors, shareholders, and agents (collectively, the “Employer Releasors”), hereby irrevocably and unconditionally releases and forever discharges the Executive and each of the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Releasees”), from any and all known Claims (but only to the extent of such known Claims) that the Employer Releasors had, may have had or now has against the Executive Releasees, as of the date of this Release Agreement by the Employer, arising out of or relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counselExecutive’s employment relationship, or the Settlement Administrator termination of that relationship, with respect the Employer Group, including, but not limited to, any Claim arising under any Federal, state, local, or foreign law. Anything to the Settlement contrary notwithstanding in this Release Agreement, nothing herein shall release the Executive Releasees from any claims or damages based on (i) any Claims (or further Claims) unknown to the Employer Releasors as of the date of this Release Agreement, (ii) any Claims that arise after the date of this Release Agreement, or (iii) any right the Employer may have to obtain contribution as permitted by law in the event of entry of judgment against the Employer as a result of any act or failure to act for which the Executive and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the CourtEmployer are jointly liable.

Appears in 1 contract

Sources: Separation Agreement (QNB Corp)

Releases. 1. (a) Except as otherwise set forth herein or as to obligations created herebyprovided in this Agreement and the Transaction Documents, upon the Effective DateSeller does hereby remise, Named Plaintiffs release, acquit and Settlement Class Membersforever discharge the Purchaser, on their own behalf the Company, and on behalf all of their present and former principalsthe Purchaser’s employees, agents, servantsshareholders, partnersmembers, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, officers and lawyers directors (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Purchaser Released Parties”), separately ) of and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights manner of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actions, suits, debts, lienscovenants, accounts, trespasses, contracts, agreements, damages, costsjudgments, attorneys’ feesliabilities, losses, expensescosts, obligationsexpenses and claims of any nature whatsoever, in law or equity, whether or not now or hereafter known, suspected or claimed, which the Seller ever had, now has, or demands which it hereafter can, shall or may have or allege against any Purchaser Released Party upon or by reason of any kind whatsoevermatter, whether known cause or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in thing from the future to have, relating beginning of the world to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitsdate hereof. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released (b) Except as provided in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval OrderPurchaser does hereby remise, release, acquit and forever discharge the Seller and all of Seller’s employees, agents, shareholders, members, officers and directors (collectively, the Final Judgment“Seller Released Parties”) of and from all manner of actions, causes of action, suits, debts, covenants, accounts, trespasses, contracts, agreements of damages, judgments, liabilities, losses, costs, expenses and claims of any nature whatsoever, in law or equity, whether or not now or hereafter known, suspected or claimed, which the Purchaser ever had, now has, or further order(s) which it hereafter can, shall or may have or allege against any Seller Released Party Seller upon or by reason of any matter, cause or thing from the beginning of the Courtworld to the date hereof. (c) In consideration of the approval and consent of Company to the transfer and assignment described herein, Seller does hereby remise, release, acquit and forever discharge the Company and Company’s employees, agents, shareholders, members, officers and directors (collectively, the “Company Released Parties”), of and from all manner of actions, causes of action, suits, debts, covenants, accounts, trespasses, contracts, agreements, damages, judgments, liabilities, losses, costs, expenses and claims of any nature whatsoever, in law or equity, whether or not now or hereafter known, suspected or claimed, which the Seller ever had, now has, or which it hereafter can, shall or may have or allege against the Company Released Parties upon or by reason of any matter, cause or thing from the beginning of the world to the date hereof.

Appears in 1 contract

Sources: Interest Purchase and Transfer Agreement (Intelligent Systems Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Each of the Guarantors, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of themselves and their present respective affiliates, and former principalseach of their respective successors in title or interest, agentspast, servantspresent, partnersand future officers, joint venturersdirectors, employees, contractorslimited partners, predecessorsgeneral partners, members, investors, attorneys, assigns, heirssubsidiaries, spousesshareholders, beneficiariestrustees, executorsagents and other professionals, administratorshereby waives, representativesreleases, insurersremises and forever discharges Time Warner, underwriters, accountantsthe Lender, and lawyers their respective affiliates, and each of their respective successors in title or interest, past, present, and future officers, directors, employees, limited partners, general partners, members, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals (collectively, the “Releasing PartiesTW Releasees”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damagesclaims, suits, claimsliens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, damages, losses, costs and expenses of any kind or character whatsoever, whether based on contract in law, equity or otherwise (expresscollectively, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released MattersTW Claims) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever), whether known or unknown, existing fixed or potentialcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, liquidated or unliquidated, suspected or unsuspected, whether raised by claimboth at law or in equity, counterclaimwhich any Guarantor ever had, setoffnow has, or otherwisemight hereafter have against such TW Releasee, including any known or unknown claims, which they have or may claim now arising or in existence on, or at any and all times prior to the future Closing Date but in any case to have, the extent relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating Time Warner’s relationship to the enforcement of Parent and its Subsidiaries, other than the Settlement Existing Time Warner Facility and TW Claims arising from or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to ordinary course business arrangements among Parent and its Affiliates, on the matters underlying one hand, and any TW Releasee, on the Lawsuit. In furtherance other hand, including, without limitation, advertising, marketing or similar commercial arrangements and any trade payables with respect thereto. (b) Each of Time Warner and the Parties’ intentLender, on behalf of themselves and their respective affiliates, and each of their respective successors in title or interest, past, present, and future officers, directors, employees, limited partners, general partners, members, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals, hereby waives, releases, remises and forever discharges each Guarantor and their respective affiliates, and each of their respective successors in title or interest, past, present, and future officers, directors, employees, limited partners, general partners, members, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals (collectively, the release “Guarantor Releasees”), from any and all claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of the Named Plaintiffs action, damages, losses, costs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence expenses of any additional kind or different claims character whatsoever, whether in law, equity or facts. 6. The amount otherwise (collectively, the “Guarantor Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, liquidated or unliquidated, suspected or unsuspected, both at law or in equity, which the Lender or Time Warner ever had, now has, or might hereafter have against such Guarantor Releasee, arising or in existence on, or at any and all times prior to the Closing Date but in any case to the extent relating to Time Warner’s relationship to the Parent and its Subsidiaries, other than the Guarantor Claims arising from or with respect to: (i) (A) the agreements governing the sale of certain Spanish and German parks to Parent, (B) the Class Payment pursuant Existing Time Warner Facility, (C) the License Agreements, (D) other licensing agreements relating to this Agreement will be deemed final Europe and conclusive against all Settlement Class MembersLatin America, who will be bound by all of (E) the terms of Subordinated Indemnity Agreement, (F) the Subordinated Indemnity Escrow Agreement, (G) the Beneficial Share Assignment Agreement, (H) the Acquisition Company Liquidity Agreement, (I) any other Partnership Parks Agreement, (J) this Agreement and the SettlementGuarantee Agreement, including (K) any other agreement or instrument relating to the terms documents identified in clauses (A) to (J), and (L) any Borrower claims that are not being released by the express provisions of the judgment to be entered in Plan or (ii) ordinary course business arrangements among Parent, its Subsidiaries or its Affiliates, on the Lawsuit one hand, and Time Warner, the releases provided for herein. 7. No person shall have Lender or any claim of their respective affiliates, on the other hand, including, without limitation, advertising, marketing or similar commercial arrangements and any kind against the Parties, their counsel, or the Settlement Administrator trade payables with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtthereto.

Appears in 1 contract

Sources: Guarantee Agreement (Six Flags Entertainment Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(i) In consideration of the payment and benefits provided in this Agreement and other good and valuable consideration, upon the Effective Dateadequacy of which is hereby acknowledged, Named Plaintiffs each of CRC and Settlement Class Membersthe CRC Stockholders hereby voluntarily, on their own behalf knowingly, willingly, irrevocably and on behalf unconditionally releases each of ▇▇▇▇▇▇'▇ and Sub, together with each of their present respective subsidiaries and former principalsAffiliates, agentsand each of their respective officers, servants, partners, joint venturersdirectors, employees, contractorsrepresentatives, attorneys and agents and each of their (and their subsidiaries' and Affiliates') respective predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssuccessors, and lawyers assigns (collectively, the “Releasing Parties”"Releasees"), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damagescharges, suitscomplaints, claims, debts, demands, assessmentsliabilities, obligations, liabilitieslosses, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedpromises, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsagreements, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands debts and expenses of any kind nature whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any (other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true than with respect to the matters underlying obligations of ▇▇▇▇▇▇'▇ and Sub expressly set forth in this Agreement), against them which CRC and the Lawsuit. In furtherance CRC Stockholders and their respective subsidiaries, Affiliates, officers, directors, employees, stockholders, representatives, attorneys, agents, partners, trustees (and, in the case of the Parties’ intentTrusts, beneficiaries), predecessors, successors and assigns ever had, now have, or hereafter can, shall, or may have (in each case in their capacity as such, whether directly, indirectly, derivatively, or otherwise) by reason of any matter, fact, or cause whatsoever arising with respect to the Transaction Agreements, the release Ancillary Agreements or otherwise from the beginning of time to the date of this Agreement. By signing this Agreement, CRC and the CRC Stockholders admit that they have read this Agreement, understand it is a legally binding agreement and that they were advised to review it with legal counsel of their choice. (ii) In consideration of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain benefits provided in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and for other good and valuable consideration, the Settlementadequacy of which is hereby acknowledged, including each of ▇▇▇▇▇▇'▇ and Sub hereby voluntarily, willingly, irrevocably, and unconditionally releases each of CRC and the CRC Stockholders, together with CRC's subsidiaries and Affiliates and each of their respective Releasees, from any and all charges, complaints, claims, liabilities, obligations, losses, damages, promises, agreements, causes of action, rights, costs, debts and expenses of any nature whatsoever, known or unknown (other than with respect to the obligations of CRC and the CRC Stockholders expressly set forth in this Agreement) against them which ▇▇▇▇▇▇'▇ and Sub and their respective subsidiaries, Affiliates, officers, directors, employees, stockholders, representatives, attorneys, agents, partners, trustees (and in the case of any trusts, beneficiaries) predecessors, successors and assigns ever had, now have, or hereafter can, shall, or may have (in each case in their capacity as such, whether directly, indirectly, derivatively, or otherwise) by reason of any matter, fact, or cause whatsoever arising with respect to the Transaction Agreements, the Ancillary Agreements or otherwise from the beginning of time to the date of this Agreement. By signing this Agreement, ▇▇▇▇▇▇'▇ and Sub admit that they have read this Agreement, understand it is a legally binding agreement and that they were advised to review it with legal counsel of their choice. (iii) The parties agree that, except as set forth below, the terms of the judgment to be entered Mutual Confidentiality Agreement dated February 16, 1999 between CRC and ▇▇▇▇▇▇'▇ (the "Confidentiality Letter") shall survive the releases set forth above; provided that the obligations of CRC and CRC's Representatives set forth in the Lawsuit and last paragraph on page 3 of the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect Confidentiality Letter (which paragraph carries over to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) next page of the CourtConfidentiality Letter) are hereby terminated.

Appears in 1 contract

Sources: Termination Agreement (Landrys Seafood Restaurants Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon 7.1 Upon the Effective Date, Named Plaintiffs and each member of the Settlement Class Memberswho does not opt out of the class, on and their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, respective heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessorsattorneys, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, predecessors-in-interest and lawyers (collectively, the “Apple Released Parties”), separately assigns releases and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely fully released and forever discharged Plaintiffs ACA and Class Counsel any of ACA’s present and former parents, subsidiaries, “d/b/a names” and fictitious business names, its/their officers, directors, attorneys, accountants, agents, representatives, employees, heirs, insurance carriers, predecessors, affiliates, agents, or debt buyers or successors in interest (provided the accounts are repurchased from and for the debt buyer or successor in interest in accordance with Section 4.1) from any and all liabilitiesrights, duties, obligations, claims, cross-claimsactions, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, action or demands of any kind whatsoeverliabilities, whether known or unknown, existing or potentialhaving accrued as of the date of the Final Judgment that were asserted or could have been asserted in the Action and relate to or arise out of ACA’s Statutory Notices, ACA’s assessment of Deficiency Balances, ACA’s collection or attempted collection of Deficiency Balances, and/or ACA’s reporting to the CRAs of Settlement Class members’ accounts. 7.2 Plaintiffs, for themselves only, hereby do release any and all claims, demands, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including causes of action of any known or unknown claims, nature which they have or may claim now have against ACA, and any of ACA’s present and former parents, subsidiaries, “d/b/a names” and fictitious business names, its/their officers, directors, attorneys, accountants, agents, representatives, employees, heirs, insurance carriers, predecessors, affiliates, agents, or debt buyers or successors in interest that arose before the Effective Date of this Agreement arising out of or relating to any facts asserted or could have been asserted on their behalf in the future to haveAction, including, without limitation, any claims arising out of or relating to the institutionClass Representatives’ Account, prosecutionretail installment sale contracts, or settlement of the LawsuitConditional Sale Contracts, except for claims relating to the enforcement of the Settlement or this AgreementNOIs, Deficiency Balances, collection activity, and for the submission credit reporting of false or fraudulent claims for Settlement benefits. 3Class Representatives’ Accounts. The Parties mutually and expressly Plaintiffs hereby acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims facts different from, or facts in addition to or different from to, those which they now know claim or believe to be true with respect to the matters underlying claims that are the Lawsuitsubject of this general release. In furtherance Plaintiffs hereby acknowledge that they, individually, are knowingly and voluntarily waiving their rights under California Civil Code § 1542 to the full extent that they may lawfully waive all such rights and benefits pertaining to the subject matter hereof, and that the consequences of such waiver have been explained to Plaintiffs by their counsel and/or advisors. Plaintiffs acknowledge that they are familiar with the Parties’ intentprovisions of § 1542, which provides as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release of and that, if known by him or her, would have materially affected his or her settlement with the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery debtor or existence of any additional or different claims or factsreleased party. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement

Releases. 1. Except In consideration of the Severance Benefits to be provided to you in connection with the termination of your employment, as otherwise set forth herein or as in Section 3 of this Agreement, you hereby agree to obligations created herebythe following: 7.1 To the fullest extent permitted by law, upon the Effective Dateyou, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present yourself and former principalsyour successors-in-interest, heirs, executors, agents, trustees, affiliates, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurerstransferees, underwriterssuccessors and assigns, accountants, hereby release and lawyers (collectivelyforever discharge the Company, the “Releasing Parties”)Parent and their respective subsidiaries and affiliates and all of their respective past, separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, and/or future predecessors, successors, assignsagents, officers, directors, employees, parent companies, shareholders, employee benefit plans, administrators, trustees, attorneys and representatives, parentsand all others connected with any of them, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, both individually and lawyers in their official capacities (collectively, the Apple Released PartiesReleasees”), separately from and collectively, from against any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract fees (express, implied, or otherwiseincluding without limitation attorneys’ fees), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actionspromises, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ feesjudgments, losses, expensesliens and damages of every kind, obligationscombination or description, in law or demands of any kind whatsoeverat equity, which you have against the Releasees or have ever had, whether known or unknown, existing anticipated or potentialunanticipated, liquidated or unliquidated, fixed, conditional or contingent, concerning, relating to, or suspected arising out of any alleged acts or unsuspected, whether raised omissions by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in of the future to have, relating Releasees from the beginning of time to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or date on which you execute this Agreement, and for including, without limitation, all claims arising under any act, statute, constitution, regulation, executive order, ordinance, or the submission common law. Without limiting the generality of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the foregoing, the claims released in Sections H.1 by you hereunder include, but are not limited to claims under any employment laws, including, but not limited to, claims of unlawful discharge, retaliation, breach of contract, breach of the covenant of good faith and H.2 abovefair dealing, including any fraud, violation of public policy, defamation, physical injury, emotional distress, claims that may not be known. Accordinglyfor additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the Civil Rights Act of 1964, as amended, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentFamily and Medical Leave Act, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this AgreementEmployee Retirement Income Security Act, the Final Approval Order, New Hampshire Law Against Discrimination (N.H. RSA. §§ 354-A:6-354-A:26); the Final Judgment, or further order(s) of New Hampshire Whistleblowers’ Protection Act (N.H. RSA §§ 275-E:1-275-E:9); the Court.New Hampshire Minimum Wage Law (N.H. RSA § 279:29); the Protective Legislation Law (N.H. RSA §§ 275:1-275:75); New Hampshire Unemployment Compensation Law (N.H. RSA § 282-A:160); New Hampshire’s Uniform Trade

Appears in 1 contract

Sources: Separation Agreement (Planet Fitness, Inc.)

Releases. 1. Except as otherwise a. Upon effectuation of the matters set forth herein or in Section 1 above, the return of the MYDX shares to treasury as to obligations created herebyset forth in Section 5 below, upon the Effective DateNote marked as “Paid in Full”, Named Plaintiffs MYDX and Settlement Class Membersits predecessors, on their own behalf successors, parents, direct and on behalf of their present and former principalsindirect subsidiaries, agents, servants, partners, joint venturers, employees, contractors, predecessorsaffiliates, assigns, heirs, spousesagents, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantstransferees, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present current and former principals, agents, servants, partners, joint venturers, directors, officers, managers, members, shareholders, partners, employees, contractorsrepresentatives, and attorneys (the “MYDX Releasors”) hereby release Vista and its predecessors, successors, assigns, administrators, representatives, parents, shareholders, direct and indirect subsidiaries, affiliates, insurersassigns, underwritersheirs, accountantsagents, transferees and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and lawyers attorneys (collectively, collectively the “Apple "Released Vista Parties"), separately from and collectively, from against any and all damagesactions, suits, judgments, claims, debtsproofs of claim, demands, assessments, obligations, liabilitiesdamages, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoeverdebts, whether based on contract (express, impliedliabilities, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands controversies of any kind whatsoever, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration administrator, and whether now known or unknown, existing matured or potentialunmatured, liquidated or unliquidated, that MYDX now has or may have had, or suspected or unsuspected, whether raised by claim, counterclaim, setoffthereafter claims to have on behalf of itself, or otherwiseany other person or entity, including any known or unknown claims, which they have or may claim now or in from the future to have, relating to the institution, prosecution, or settlement beginning of the Lawsuit, except for claims relating to world up through and including the enforcement date of the Settlement or this Agreement, and for including based on the submission of false or fraudulent claims for Settlement benefitsNote. 3. The Parties mutually b. Upon effectuation of the matters set forth in Section 1 above and expressly acknowledge the receipt of the MYDX shares set forth in Section 1, Vista and agree that this Agreement fully its predecessors, successor, parents, direct and finally releases indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and fully resolves current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (the claims released “Vista Releasors”) hereby release MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively the "Released MYDX Parties"), from and against any and all actions, suits, judgments, claims, proofs of claim, demands, damages, attorneys’ fees, causes of action, debts, liabilities or controversies of any kind whatsoever, whether at law or in Sections H.1 and H.2 aboveequity, including any claims that may not be known. Accordinglywhether before a local, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionsstate or federal court or state or federal administrative agency or commission, or common law principles arbitration tribunal or administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that Vista now has or may have had, or thereafter claims to have on behalf of similar effect to Cal. Civil Code § 1542itself, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims person or facts in addition to or different entity, from those they now know or believe to be true with respect the beginning of the world up through and including the date of this Agreement, including but not limited to the matters underlying Note. Nothing contained in this release shall prevent the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery Parties from asserting or existence of pursuing any additional or different claims or facts. 6. The amount of the Class Payment pursuant claim to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of enforce the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAgreement. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (MyDx, Inc.)

Releases. 1. Except as otherwise set forth herein or as (a) Subject to obligations created herebythe other provisions in this Section 7.12, effective upon the Effective DateClosing, Named Plaintiffs and Settlement Class Memberseach Seller, on their own behalf and on behalf of their present itself and its current and former principalsSubsidiaries, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, Affiliates and lawyers their respective successors and assigns (collectively, the “Seller Releasing Parties”), separately hereby releases and collectivelydischarges the Buyer, will release each ▇▇▇ Company and discharge Apple their respective Affiliates and each of its present their respective current and former principals, agents, servants, partners, joint venturersmanagers, directors, officers, managers, employees, contractorsmembers, predecessorsstockholders, successorspartners, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsbenefit plan fiduciaries and administrators and their respective successors and assigns (the “Seller Released Parties”) from and against any and all Liabilities, and lawyers causes of actions of such Seller, of any kind or nature whatsoever arising out of such Seller’s ownership of any ▇▇▇ Company (whether directly or indirectly) as to facts, conditions, transactions, events or circumstances prior to the Closing (the “Seller Released Matters”), and each Seller shall not, and shall cause the other Seller Releasing Parties not to, seek to recover any amounts in connection with such Seller Released Matters from any Seller Released Party; provided, however, that nothing contained in this Section 7.12(a) shall waive, release or discharge any Seller Released Party from any Liability such Person may have to any Seller Releasing Party with respect to indemnification under the Governing Documents of the Utz Companies. (b) Subject to the other provisions in this Section 7.12, effective upon the Closing, Buyer, on behalf of itself and the Utz Companies, Buyer’s Affiliates and their respective successors and assigns (collectively, the “Apple Released Buyer Releasing Parties”), separately hereby releases and collectivelydischarges each Seller and its Affiliates and each of their respective current and former managers, directors, officers, employees, members, stockholders, partners, benefit plan fiduciaries and administrators and their respective successors and assigns (the “Buyer Released Parties”) from and against any and all damagesLiabilities, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of actionactions of any ▇▇▇ Company, of any kind or character whatsoever, nature whatsoever arising out of such Seller’s ownership of any ▇▇▇ Company (whether based on contract (express, implied, directly or otherwiseindirectly), statuteas to facts, conditions, transactions, events or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before circumstances prior to the Effective Date of the Settlement Closing (the “Named Plaintiffs and Settlement Class Members’ Buyer Released Matters”) arising out of or related ), and Buyer shall not, and shall cause the other Buyer Releasing Parties not to, seek to the allegations recover any amounts in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ connection with such Buyer Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release from any Buyer Released Party. (c) Each Party acknowledges that it is aware of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. California Civil Code § Section 1542, which provides thatprovides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive Being aware of this section, each Party hereby waives and relinquishes all rights and benefits which it may have under this section as well as any other statutes, legal decisions, statutes or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdictioneffect. 5(d) It is the intention of each Seller in executing the release contained in Section 7.12(a) and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters. The Parties are aware Each Seller hereby jointly and severally represents to the Buyer that they may hereafter discover claims such Seller has not voluntarily or facts involuntarily assigned or transferred or purported to assign or transfer to any Person any Seller Released Matters and that, to the Knowledge of the Sellers, no Person other than Sellers has any interest in addition any Seller Released Matters by applicable Law or contract by virtue of any action or inaction by Sellers in a manner that would derogate from or otherwise prejudice the foregoing waiver. (e) It is the intention of Buyer in executing the release contained in Section 7.12(b) and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Buyer Released Matters. Buyer represents to Sellers that Buyer has not voluntarily or different involuntarily assigned or transferred or purported to assign or transfer to any Person any Buyer Released Matters and that, to the Knowledge of the Buyer, no Person other than Buyer has any interest in any Buyer Released Matters by applicable Law or contract by virtue of any action or inaction by Buyer in a manner that would derogate from those they now know or believe otherwise prejudice the foregoing waiver. (f) Notwithstanding anything to be true the contrary in this Section 7.12, nothing in this Section 7.12 shall waive, release, discharge, limit, modify, restrict, operate as a waiver with respect to or otherwise affect, any Liabilities or rights any Party may have (i) under this Agreement, any Ancillary Agreement or the matters underlying transactions contemplated hereby and thereby, (ii) under the Lawsuit. In furtherance Confidentiality Agreement, (iii) arising out of actions or omissions occurring after the Closing or (iv) arising out of, or resulting from, Fraud of the Parties’ intent, released Person. The invalidity or unenforceability of any part of this Section 7.12 shall not affect the release validity or enforceability of the Named Plaintiffs and Settlement Class Members’ Released Matters remainder of this Section 7.12, which shall remain in full force and complete effect notwithstanding discovery or existence of any additional or different claims or factseffect. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Business Combination Agreement (Collier Creek Holdings)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Upon this Settlement Agreement becoming final in accordance with paragraph 7 hereof, upon the Effective Date, Named Plaintiffs and Settlement the Indirect Purchaser Class, except those who have requested exclusion from the Class Membersand such request has been approved by the Court, on their own behalf shall unconditionally, fully and on behalf of their present finally release and former principalsforever discharge Defendants, any past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, officers, directors, management, supervisory boards, insurers, general or limited partners, employees, agents, servantstrustees, partnersassociates, joint venturersattorneys and any of their legal representatives, employees, contractors, or any other representatives thereof (and the predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns of each of the foregoing) (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, ) from any and all damagesmanner of claims, rights, debts, obligations, demands, actions, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, damages whenever incurred, liabilities of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date fixed or contingent, including costs, expenses, penalties and attorneys’ fees, accrued in whole or in part, in law or equity, that Plaintiffs or any member or members of the Settlement Indirect Purchaser Class (including any of their past, present, or future officers, directors, insurers, general or limited partners, divisions, stockholders, agents, attorneys, employees, legal representatives, trustees, parents, associates, affiliates, joint ventures, subsidiaries, heirs, executors, administrators, predecessors, successors and assigns, acting in their capacity as such) (the “Named Plaintiffs and Settlement Class Members’ Released MattersReleasors) ), whether or not they object to the Settlement, ever had, now has, or hereafter can, shall or may have, indirectly, representatively, derivatively or in any other capacity, arising out of or related relating in any way to any claim under federal or state laws that was alleged or could have been alleged in the Indirect Purchaser Class Action, prior to the allegations in the Complaint or the facts underlying the Complaintdate of this Settlement, including claims that, without but not limited to: (1) the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result alleged delayed entry of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties.generic Aggrenox; (2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true ) conduct with respect to the matters underlying procurement, maintenance and enforcement of United States Patent No. 6,015,577; and (3) the Lawsuitsale, marketing or distribution of Aggrenox or generic Aggrenox except as provided for in paragraph 15 herein (the “Released Claims”). In furtherance Releasors hereby covenant and agree that each shall not ▇▇▇ or otherwise seek to establish or impose liability against any Released Party based, in whole or in part, on any of the Parties’ intentReleased Claims. For the avoidance of doubt, the release provided herein applies, without limitation, to any conduct relating to the procurement, maintenance or enforcement of United States Patent Number 6,015,577, including any commencement, maintenance, defense or other participation in litigation concerning any such patent, that was alleged in, could be fairly characterized as being alleged in, is related to an allegation made in, or could have been alleged in the Indirect Purchaser Class Action. (b) In addition, Plaintiffs on behalf of themselves and all other Releasors, hereby expressly waive, release and forever discharge, upon the Settlement becoming final, any and all provisions, rights and benefits conferred by §1542 of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class MembersCalifornia Civil Code, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.which reads:

Appears in 1 contract

Sources: Settlement Agreement

Releases. 1. Except as otherwise Subject to and effective upon entry of the Final Approval Order, in consideration of the terms and undertakings herein, the sufficiency and fairness of which are acknowledged, all Settlement Class members who do not opt out of the proposed Settlement Class in compliance with the procedure set forth herein or as to obligations created herebyin the Notice, upon the Effective Date, Named Plaintiffs for themselves and Settlement Class Members, on their own behalf and on behalf each of their present present, and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, future heirs, spouses, beneficiaries, executors, administrators, representativespartners, family members, spouses, attorneys, insurers, underwritersagents, accountantsrepresentatives, predecessors, successors and lawyers assigns, releases and forever discharges Defendant (collectively, individually and in her representative capacity as the “Releasing Parties”), separately and collectively, will release and discharge Apple Clerk of Court) and each of its present her current and former principalspublic officials, agents, servants, partners, joint venturersofficers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, agents and lawyers attorneys (collectively, the “Apple Released Defendant Parties”)) in full and final settlement and discharge of this action and of all claims, separately and collectivelycounterclaims, from any and all damagesactions, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsrights, causes of action, rightslawsuits, actionscosts, suitslosses, debts, liens, contractscontroversies, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationspromises and demands, or demands liabilities, of any whatever kind whatsoeveror character, direct or indirect, whether known or unknownunknown or capable of being known, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now arising at law or in equity, by right of action, including, without limitation, the future to have, claims made or which could have been made in the Litigation or otherwise arising out of or relating to the institution, prosecution, or settlement Litigation. Subject to and effective upon entry of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) in consideration of the terms and undertakings herein, the sufficiency and fairness of which are acknowledged, Defendant (individually and in her representative capacity as the Clerk of Court), for herself and each of her current and former public officials, officers, directors, employees, predecessors, successors, assigns, agents and attorneys, releases and forever discharges all Settlement Class members who do not opt out of the proposed Settlement Class in compliance with the procedure set forth in the Notice, and each of their present and future heirs, executors, administrators, partners, family members, spouses, attorneys, insurers, agents, representatives, predecessors, successors and assigns (collectively, the “Released Plaintiff Parties”) from any and all claims alleged, which could have been alleged or otherwise arising out of or relating to the Litigation.

Appears in 1 contract

Sources: Settlement Agreement

Releases. 1. Except (a) Effective as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective DateSeller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and its Affiliates and each of its and their present and former principalsrespective beneficiaries, co-trustees, successor trustees, officers, directors, managers, employees, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Seller Releasing Parties”), separately hereby releases, acquits, and collectivelyforever discharges the Company and all of its successors and assigns, together with all its present and former directors, officers, employees, agents and Representatives (the “Company Released Parties”), from any and all Claims, that such Seller Releasing Party ever had, has or may have against any of the Company Released Parties for, upon, or by reason of any matter, transaction, act, omission or thing whatsoever arising under or in connection with any of the Company Released Parties, known or unknown, from the beginning of time through and including the Closing Date, other than obligations or Claims arising under or in connection with this Agreement or the Ancillary Documents. Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown Claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown Claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that each Company Released Party will be relying on the waiver and release provided in this Section 7.6 in connection with entering into this Agreement and discharge Apple that this Section 7.6(a) is intended for the benefit of, and to grant third-party beneficiary rights to each Company Released Party to enforce this Section 7.6(a). (b) Effective as of the Closing, the Company, on behalf of itself and its Affiliates and each of its present and former principalstheir respective beneficiaries, agentsco-trustees, servantssuccessor trustees, partners, joint venturersofficers, directors, officers, managers, employees, contractorsagents, predecessorssuccessors and assigns (the “Company Releasing Parties”), successorshereby releases, acquits, and forever discharges Seller and all of Seller’s respective successors and assigns, administratorstogether with all its present and former directors, representativesofficers, parentsemployees, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, agents and lawyers Representatives (collectively, the “Apple Seller Released Parties”), separately and collectively, from any and all damagesClaims, suitsthat such Company Releasing Party ever had, claimshas or may have against any of the Seller Released Parties for, debtsupon, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, or by reason of any kind matter, transaction, act, omission or character whatsoever, whether based on contract (express, implied, thing whatsoever arising under or otherwise), statute, or in connection with any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedthe Seller Released Parties, known or unknown, suspected from the beginning of time through and including the Closing Date, other than obligations or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) Claims arising out of under or related to the allegations in the Complaint connection with this Agreement or the facts underlying Ancillary Documents. The Company, on behalf of itself and the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the other Company Releasing Parties, would materially affect understands the significance of this release of unknown Claims and waiver of statutory protection against a release, on behalf of itself and the other Company Releasing Parties’ release , of unknown Claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. The Company, on behalf of itself and the Apple other Company Releasing Parties, acknowledges that each Seller Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple Party will be deemed to have completely released relying on the waiver and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or release provided in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released Section 7.6 in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true connection with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of entering into this Agreement and that this Section 7.6(b) is intended for the Settlementbenefit of, including the terms of the judgment and to be entered in the Lawsuit and the releases provided for hereingrant third-party beneficiary rights to each Seller Released Party to enforce this Section 7.6(b). 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Interest Purchase Agreement (Catalent, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective upon the Effective DateClosing, Named Plaintiffs Sellers’ Representative and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantseach Seller, and lawyers their respective successors and assigns (collectively, the “Seller Releasing Parties”)) shall be deemed to have remised, separately released and collectivelyforever discharged the Company and the Subsidiaries and their respective successors, will release officers, directors and discharge Apple employees (and each of their respective heirs, executors and administrators acting in such capacities) and, subject to and without in any way limiting Buyer’s obligations under this Agreement and any Buyer Document, Buyer and its present and former principals, agents, servants, partners, joint venturers, directorssuccessors, officers, managersdirectors and employees (and each of their respective heirs, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, executors and lawyers administrators acting in such capacities) (collectively, the “Apple Buyer and Company Released Parties”), separately of and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statuteClaims that the Seller Releasing Parties, or any other theory of recoverythem, now has or ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever, against the Buyer and Company Released Parties, and whether for compensatory each of them, from the beginning of time through the Closing Date, other than (i) any obligations to provide indemnification, exculpation or punitive damagesadvancement of expenses to any Seller Releasing Party who is or was an officer or director of the Company and the Subsidiaries and who is entitled to such indemnification, exculpation or advancement of expenses under the charter of the Company and the Subsidiaries or as a matter of Law by or on behalf of the Company and the Subsidiaries, but in each case, solely to the extent any Losses related to such obligation are insured by the Company or the Subsidiaries’ insurance policies at no expense to the Company and the Subsidiaries, and whether asserted (ii) any rights that any Seller Releasing Party may have as an Employee to earned and unpaid salary, bonuses, accrued vacation or unassertedother employee compensation and unreimbursed expenses, known in each case to the extent reflected in Balance Sheet. Each Seller Releasing Party covenants and agrees that such Seller Releasing Party shall not commence, join in or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) in any manner seek relief through any suit arising out of of, based upon or related relating to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesany Claim released hereunder, or failed in any manner assert or cause or assist another to deleteassert any Claims released hereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.6 TO THE CONTRARY, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist whichNOTHING HEREIN SHALL BE DEEMED TO RELEASE, if known to the Releasing PartiesWAIVE, would materially affect the Releasing Parties’ release of the Apple Released PartiesMODIFY, AMEND OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS OR COMMITMENTS OF SELLER RELEASING PARTIES OR BUYER AND RELEASED PARTIES UNDER THIS AGREEMENT. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree (b) Each Seller Releasing Party acknowledges that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they such Seller Releasing Party may hereafter discover claims or facts in addition to or different from those they which such Seller Releasing Party now know knows or believe believes to be true with respect to the matters underlying subject matter of this Section 6.7, but it is each such Seller Releasing Party’s intention, except in regard to instances and facts arising from fraudulent, intentional or willful misconduct, to fully and finally and forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, which now exist, may exist or heretofore have existed between any Seller Releasing Party and any Buyer and Company Released Party with respect to the Lawsuitsubject matter of this Section 6.7 (subject to the exceptions set forth in this Section 6.7). In furtherance of this intention, except in regard to the Parties’ intentdiscovery of instances and facts arising from Buyer’s fraudulent, intentional or wilful misconduct, the release of the Named Plaintiffs releases herein shall be and Settlement Class Members’ Released Matters shall remain in effect as full and complete effect general releases notwithstanding the discovery or existence of any such additional or different claims or facts. 6. The amount of Each Seller Releasing Party covenants that such Seller Releasing Party has not assigned any Claims which are the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms subject of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinSection 6.7. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Stock Purchase Agreement (Staffing 360 Solutions, Inc.)

Releases. 1. Except (a) In consideration of the promises described herein as otherwise set forth herein or well as for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and as a material inducement to obligations created herebythe Company to enter into this Agreement, upon the Effective DateEmployee knowingly and voluntarily release, Named Plaintiffs acquit and Settlement Class Membersforever discharge the Company, on their own behalf and on behalf of their the Company's present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractorsstockholders, predecessors, successors, assigns, administratorsagents, directors, officers, employees, representatives, parents, shareholders, subsidiaries, affiliates, insurersand all persons acting by, underwritersthorough, accountants, and lawyers under or in concert with any of them (collectively, hereinafter collectively referred to as the “Apple Released Parties”"Releasees"), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, claims of any kind or character nature whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected which exist, have existed or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) may arise from any matter arising out of or in any way related to the allegations in the Complaint or the facts underlying the ComplaintEmployee's relationship, including claims thather employment, without with the user’s consentCompany (collectively, Apple recorded"Claims"), disclosed to third partiesthat the Employee, her heirs, executors, administrators, successors and assigns ever had, now have or failed to deleteat any time hereafter may have, conversations recorded own or hold against each of or any of the Releasees. (b) For and in consideration of the Employee's agreements hereunder, as well as for other good and valuable consideration, the result receipt and sufficiency of which is hereby acknowledged, and as a Siri activation. This release will include claims relating material inducement to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect Employee to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith enter into this Agreement, the Final Approval OrderCompany knowingly and voluntarily releases, acquits and forever discharges the Employee, her heirs, executors, administrators, successors and assigns from any and all Claims that the Company ever had, now has or at any time hereafter may have, own or hold against her. (c) The Releases described above shall include and apply to any rights and/or claims (i) arising under any contract, express or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) arising under any applicable federal, state, local or other statutes, orders, laws, ordinances, regulations or the like, or case law, that relate to employment or employment practices and/or, specifically, that prohibit discrimination based upon age, race, religion, sex, national origin, disability or any other unlawful bases, including without limitation, the Final JudgmentCivil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Americans with Disabilities Act of 1990, as amended, the Family Leave Act of 1993, as amended, the Employee Retirement Income Security Act of 1990, as amended, the Fair Labor Standards Act, as amended, the Vietnam Era Veterans' Readjustment Assistance Act, as amended, the Equal Pay Act, as amended, and any similar applicable statutes, orders, laws, ordinances, regulations or the like, or further order(s) case law, of the CourtState of New York or any political subdivision thereof, and all applicable rules and regulations promulgated pursuant to or concerning any of the foregoing statutes, orders, laws, ordinances, regulations or the like; (iv) based upon any other federal, state or local statutes, orders, laws, ordinances, regulations or the like, or case law; (v) for tortious or harassing conduct, infliction of mental distress, interference with contract, fraud, libel or slander; and (vi) for damages, including without limitation, punitive or compensatory damages, or for attorneys' fees, expenses, costs, wages, injunctive or equitable relief. These releases are not intended to cover enforcement of this Agreement or the Employee's rights to indemnification under applicable law and the Employer affirms that the Employee will remain indemnified, as may be the case under applicable law and existing insurance policies for conduct occurring prior to the Severance Date and in the scope of the Employee's employment or performance as an officer of the Company.

Appears in 1 contract

Sources: Severance Agreement (Dreamlife Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) In consideration of ADA’s promises contained in this Settlement Agreement, effective immediately upon the Effective DatePanel’s entry of the Final Damage Award and the Final Running Royalty Award as requested by the Parties, Named Plaintiffs and Settlement Class MembersNorit, on their its own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholdersparent entities, subsidiaries, and affiliates, and each of its past and present directors, officers, partners, members, employees, servants, agents, trustees, insurers, underwritersco-insurers, accountantsreinsurers, attorneys, and lawyers shareholders (the “Norit Releasors”) releases, waives and forever discharges ADA, as well as its predecessors, successors, assigns, parent companies, subsidiaries, and affiliates, and each of their past and present directors, officers, partners, members, employees (excluding ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇), servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and shareholders (collectively the “ADA Releasees”) from and against all actions, causes of action, suits, debts, dues, sums of money, accounts, controversies, agreements, promises, injunctive relief, fees, variances, trespasses, damages, judgments, abstracts of judgments, liens, extents, executions, claims, demands, liabilities, costs, expenses, obligations, contracts, rights to subrogation, rights to contribution, and remedies of any nature whatsoever, in law, admiralty, or equity, in any kind of forum, whether sounding in contract, tort, or otherwise, whether known or unknown (collectively “Claims”), which Claims any or all of the Norit Releasors ever had, now have, or hereafter discover they had against any or all of the ADA Releasees, from the beginning of the world until the date of this Settlement Agreement, which are or were alleged in the Texas Action, the Arbitration, the New Jersey action, the Environmental Actions, and/or the Netherlands Action or that could have been alleged in those Actions and Arbitration (the “Norit Released Claims”); provided, however, that the Norit Releasors do not release ADA from its obligation to pay the Settlement Payments as outlined in the Final Damage Award and the Forbearance Agreement, and they also do not release ADA from its obligation to pay a running royalty on sales of activated carbon as outlined in the Final Running Royalty Award (as defined above). Nothing herein shall release or discharge any Claims that any Party may have in the future for failure to comply with the Final Damage Award, the Final Running Royalty Award (as defined above), or this Settlement Agreement. (b) In consideration of Norit’s promises in this Settlement Agreement and Norit’s promises in Norit’s separate settlement agreement with the AC Joint Venture Entities and ECP, effective immediately upon the Panel’s entry of the Final Damage Award and the Final Running Royalty Award as requested by the Parties, ADA, on its own behalf and on behalf of its predecessors, successors, assigns, parent entities, subsidiaries, and affiliates, and each of its past and present directors, officers, partners, members, employees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and shareholders (collectively and individually the “ADA Releasors”) releases, waives, and forever discharges, Norit and its predecessors, successors, assigns, parent companies, subsidiaries, and affiliates, and each of its past and present directors, officers, partners, members, employees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and shareholders (collectively, the “Apple Released PartiesNorit Releasees)) from and against all actions, separately and collectively, from any and all damagescauses of action, suits, debts, dues, sums of money, accounts, controversies, agreements, promises, injunctive relief, fees, variances, trespasses, damages, judgments, abstracts of judgments, liens, extents, executions, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, obligations, contracts, rights of action to subrogation, rights to contribution, and causes of action, remedies of any kind or character nature whatsoever, in law, admiralty, or equity, in any kind of forum, whether based on contract (expresssounding in contract, impliedtort, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknownunknown (collectively “Claims”), existing which Claims any or potentialall of the ADA Releasors ever had, now have, or suspected hereafter discover they had against any or unsuspectedall of the Norit Releasees, whether raised by claimfrom the beginning of the world until the date of this Settlement Agreement, counterclaimwhich are or were alleged in the Texas Action, setoffthe Arbitration, the New Jersey action, the Environmental Actions, and/or the Netherlands Action, or otherwisethat could have been alleged in those Actions and Arbitration (the “ADA Released Claims”); provided, including however, that the ADA/ECP Releasors do not release the Norit Releasees from any known Claims arising from the panel’s Final Running Royalty Award (as defined above) entered by the panel. Nothing herein shall release or unknown claims, which they discharge any Claims that any Party may have or may claim now or in the future for failure to have, relating to comply with the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this AgreementFinal Running Royalty Award, the Final Approval Order, the Final JudgmentDamages Award (as defined above), or further order(s) of the Courtthis Settlement Agreement.

Appears in 1 contract

Sources: Settlement Agreement (Ada-Es Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Consistent with the fact that the Original Agreement is hereby superseded in its entirety, upon the Effective Dateeach Seller and Former Seller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself, its permitted assignees, their present respective affiliates and former principals, agents, servants, it and their respective partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, managers, members, shareholders, officers, employees and agents, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges, the Purchasers, the Purchasers’ permitted assignees, their respective affiliates and its and their respective partners, directors, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parentsmembers, shareholders, subsidiariesofficers, affiliatesemployees and agents, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the each a Apple Purchaser Released PartiesParty), separately and collectively, ) from any and all losses, damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of liabilities, obligations and claims, including any suit, action and causes of actionor other proceeding, at law or in equity (collectively, “Claims”) against any Purchaser Released Party arising out of, or related to, (i) any breach of any kind covenant, agreement or character whatsoeverundertaking made by the Purchasers under the Original Agreement, whether based on contract (expressii) any breach or inaccuracy of any representation and warranty made by the Purchasers in or pursuant to the Original Agreement, impliedand (iii) any breach of any confidentiality obligations of the Purchasers under the Original Agreement; provided, however, that nothing in this Section 11.3(a) shall release any Purchaser Released Party from any Claim arising out of, or otherwise)related to, statuteany breach of any covenant, agreement or undertaking made by any Purchasers under this Agreement or any other theory breach or inaccuracy of recoveryany representation and warranty made by the Purchasers in or pursuant to this Agreement, and whether for compensatory or punitive damagesin each case, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before from the Effective Date and at all times thereafter. (b) Consistent with the fact that the Original Agreement is hereby superseded in its entirety, each Purchaser, on behalf of itself, its permitted assignees, their respective affiliates and it and their respective partners, directors, managers, members, shareholders, officers, employees and agents, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges, the Settlement Sellers and the Original Sellers, the Sellers’ and Original Sellers permitted assignees, their respective affiliates and its and their respective partners, directors, managers, members, shareholders, officers, employees and agents, successors and assigns (the each a Named Plaintiffs and Settlement Class Members’ Seller Released MattersParty”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilitiesClaims against any Seller Released Party, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationsarising out of, or demands related to, (i) any breach of any kind whatsoevercovenant, whether known agreement or unknownundertaking made by the Sellers or the Original Seller under the Original Agreement, existing (ii) any breach or potential, inaccuracy of any representation and warranty made by the Sellers or suspected the Original Sellers in or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating pursuant to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Original Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree provided that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying Sellers only, such breach or inaccuracy of any representation and warranty has been cured by the Lawsuit. In furtherance delivery of the Parties’ intentDisclosure Letter on the Effective Date, the release and (iii) any breach of any confidentiality obligations of the Named Plaintiffs and Settlement Class Members’ Sellers under the Original Agreement; provided, however, that nothing in this Section 11.3(b) shall release any Seller Released Matters shall remain in full and complete effect notwithstanding discovery Party from any Claim arising out of, or existence related to, any breach of any additional covenant, agreement or different claims undertaking made by the Sellers under this Agreement or facts. 6. The amount any breach or inaccuracy of any representation and warranty made by the Class Payment Sellers in or pursuant to this Agreement will be deemed final Agreement, in each case, from the Effective Date and conclusive against at all Settlement Class Members, who will be bound by all times thereafter. (c) The obligations of the terms Parties under this Section 11.3 should survive termination of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAgreement. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Purchase Agreement (Newcastle Investment Corp)

Releases. 1. Except as otherwise set forth (a) In consideration of the agreements of the Agent, the Steering Committee and the Lenders contained herein or as to obligations created herebyand for other good and valuable consideration, upon the Effective Datereceipt and sufficiency of which are hereby acknowledged, Named Plaintiffs and Settlement Class Members, on their own behalf and the Borrower on behalf of their present itself and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers each of its Subsidiaries (collectively, the “Releasing Parties”), separately on behalf of the Releasing Party and collectivelytheir respective successors, will release assigns, and discharge Apple other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent, the Steering Committee and each of its the Lenders and their respective successors and assigns, and their respective present and former principalsshareholders, agentsaffiliates, servantssubsidiaries, partnersdivisions, joint venturerspredecessors, directors, officers, managersattorneys, financial advisors, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, agents and lawyers other representatives (collectivelythe Agent, the Lenders and all such other Persons being hereinafter referred to collectively as the Apple Released PartiesReleasees” and individually as a “Releasee”), separately of and collectively, from any and all damages, suits, claims, debts, demands, assessmentsactions, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any kind or character whatsoeverand all other claims, whether based on contract counterclaims, defenses, rights of set off, demands and liabilities whatsoever (expressindividually, implieda “Claim” and collectively, or otherwise), statute, or any other theory “Claims”) of recovery, every name and whether for compensatory or punitive damages, and whether asserted or unassertednature, known or unknown, suspected or unsuspected, occurring before both at law and in equity, which such Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Effective Date Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with the Existing Credit Agreement, this Amendment or any related documents or transactions thereunder or related thereto. (b) Each Releasing Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the Settlement provisions of such release. (c) Each Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the “Named Plaintiffs final, absolute and Settlement Class Members’ Released Matters”) arising out unconditional nature of or related the release set forth above. Each Releasing Party acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware under or which in any way in connection with the Releasing Parties do not presently suspect to exist whichExisting Credit Agreement, if known to the Releasing Parties, would materially affect the Releasing Parties’ release this Amendment or any related documents or transactions thereunder or related thereto as of the Apple Released Partiesdate hereof. 2. Except as otherwise set forth herein (d) Each Releasing Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for otherwise) any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands Releasee on the basis of any kind whatsoeverClaim released, whether known remised and discharged by such Releasing Party pursuant to this Section 6. If any Releasing Party or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542successors, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATassigns or other legal representatives violates the foregoing covenant, IF KNOWN BY HIM OR HERsuch Person, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutesfor itself and its successors, assigns and legal decisionsrepresentatives, or common law principles of similar effect agrees to Cal. Civil Code § 1542pay, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance such other damages as any Releasee may sustain as a result of the Partiessuch violation, all attorneysintent, the release fees and costs incurred by any Releasee as a result of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factssuch violation. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Credit Agreement (Conseco Inc)

Releases. 1. Except (a) Effective as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective Dateeach Seller, Named Plaintiffs severally and Settlement Class Membersnot jointly, on their own behalf and on behalf of itself and, except for the Company and its Subsidiaries, for each of its direct and indirect Affiliates, Subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former principalsofficers, directors, legal representatives, employees, agents, servantsand attorneys and other professionals, partners, joint venturers, employees, contractors, predecessors, assigns, and their heirs, spouses, beneficiaries, executors, administrators, representativestrustees, insurerssuccessors and assigns (collectively, underwriters“Seller Releasing Parties”), accountantshereby irrevocably releases and forever discharges and covenants not to ▇▇▇: (w) Buyer, and lawyers the Company, or any of their respective direct or indirect Subsidiaries or Affiliates (collectively, the “Releasing PartiesPurchased Company Group”), separately and collectively, will release and discharge Apple and (x) each of its the present and former principalsdirectors, agentsmanagers and officers of each member of the Purchased Company Group, servants(y) each of the respective direct and indirect parent companies, Affiliates, Subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Purchased Company Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, joint venturers, directors, officerslegal representatives, managers, employees, contractorsagents, predecessorsprofessional and financial advisors and sub-advisors, successorsinvestment bankers, assignsaccountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, representativestrustees, parentssuccessors and assigns of the Persons identified in clauses (w), shareholders(x), subsidiaries, affiliates, insurers, underwriters, accountants, (y) and lawyers (collectivelyz) immediately above (collectively all of the foregoing released Persons in this Section 13.15(a), the “Apple Company Released Parties”), separately ) of and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or character whatsoeverother professionals’ fees whatsoever then existing or thereafter arising, whether based on contract or sounding in or alleging (expressin whole or in part) tort, impliedcontract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities Laws, breach of fiduciary duty, any other legal theory or otherwise), statutewhether individual, class, direct or any other theory derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign Law or right of recoveryaction, and whether for compensatory foreseen or punitive damagesunforeseen, and whether asserted matured or unassertedunmatured, known or unknown, suspected disputed or unsuspectedundisputed, occurring before accrued or not accrued, or otherwise (collectively, “Company Claims”), that the Effective Date Seller Releasing Parties have, had or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Closing, that arise out of, relate to, or are in any way connected with such Seller’s past or present interest in the equity interests or debt of the Settlement Company or any of its Affiliates, including any act or omission of, or transaction, negotiation, agreement, performance or failure to perform, breach, default, circumstance or other occurrence involving, any Company Released Party related to: (i) any investment by any Seller Releasing Party or equity or debt interest of any Seller Releasing Party in any member of the “Named Plaintiffs and Settlement Class Members’ Purchased Company Group (including any act or omission of, or transaction, negotiation, agreement, performance or failure to perform, breach, default, circumstance or other occurrence involving any Company Released Matters”Party with respect to the acquisition, arrangement, negotiation, holding, or disposition of any such investment); and (ii) any disclosure made or not made by any Company Released Party to any Person arising out of or related to the allegations items in clause (i) immediately above. (b) Effective as of the Complaint or Closing, each of Buyer and the facts underlying Company, severally and not jointly, on behalf of itself and, except for any Seller Related Entity, for each of its direct and indirect Affiliates, Subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the “Company Releasing Parties”), would materially affect the Releasing Parties’ release hereby irrevocably releases and forever discharges and covenants not to ▇▇▇: (w) each Seller, (x) each of the Apple present and former directors and officers of each Seller and the direct or indirect Subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers (including the Financing Sources), accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 13.15(b), the “Seller Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released ”) of and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rightssuits, actions, suitsremedies, debts, liensliabilities, contractslosses, agreementsdemands, rights, obligations, damages, costsexpenses, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoeverother professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities Laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign Law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, existing disputed or potentialundisputed, accrued or not accrued, or suspected or unsuspectedotherwise (collectively, whether raised by claim“Seller Claims” and, counterclaimtogether with Company Claims, setoff“Claims”), that the Company Releasing Parties have, had, or otherwisecan, shall or may now or hereafter have against the Seller Released Parties, from the beginning of time up to and through the Closing, that arise out of, relate to, or are in any way connected with such Seller’s past or present interest in the equity interests or debt of the Company or any of its Affiliates, including any known act or unknown claimsomission of, which they have or may claim now transaction, negotiation, agreement, performance or failure to perform, breach, default, circumstance or other occurrence involving, any Seller Released Party related to: (i) any investment by any Seller Released Party or equity or debt interest of any Seller Released Party in any member of the future Purchased Company Group (including any act or omission of, or transaction, negotiation, agreement, performance or failure to haveperform, relating breach, default, circumstance or other occurrence involving any Seller Released Party with respect to the institutionacquisition, prosecutionarrangement, negotiation, holding, or settlement disposition of the Lawsuit, except for claims relating any such investment); and (ii) any disclosure made or not made by any Seller Released Party to any Person arising out of or related to the enforcement of items in clause (i) immediately above. (c) Notwithstanding anything to the Settlement or contrary contained in this Section 13.15, the Company Released Parties will remain liable to the Seller Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Seller Releasing Parties, (i) pursuant to this Agreement, or any other agreement or document executed or delivered pursuant to or in connection with this Agreement, (ii) for any Seller Releasing Party that is or was an employee of the Company or its Subsidiaries, for any and for all matters relating to such person’s employment with the submission Company or its Subsidiaries, and (iii) any rights any Seller Releasing Party may have to indemnification or advancement or reimbursement of false expenses under any D&O policy or fraudulent claims for Settlement benefitspursuant to the organizational documents of the Company or any of its Subsidiaries or Employee Plan or related trust thereof (in each case, as amended from time to time). 3. The (d) Notwithstanding anything to the contrary contained in this Section 13.15, the Seller Released Parties mutually will remain liable to the Company Releasing Parties, with respect to the liabilities and expressly acknowledge obligations, if any, they may have to the Company Releasing Parties (i) pursuant to this Agreement, or any other agreement or document executed or delivered pursuant to or in connection with this Agreement, (ii) for any Seller Released Party that is or was an employee of the Company or its Subsidiaries, for any and agree all matters relating to such person’s employment with the Company or its Subsidiaries and (iii) for any obligations or liabilities of any Seller Released Party as an indemnified party relating to its right to indemnification or advancement or reimbursement of expenses under any D&O policy or pursuant to the organizational documents of the Company or any of its Subsidiaries or Employee Plan or related trust thereof (in each case, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 13.15, no Seller Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may cannot be known. Accordinglywaived under applicable Law, the Parties expressly waive all and nothing contained in this Section 13.15 will be construed as an admission by any Seller Releasing Party or Company Releasing Party of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYany liability of any kind to any Person. 4. The Parties also expressly waive (f) Each of the undersigned, as a Seller Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Seller Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under any other statutes, legal decisions, or common law principles Section 1542 of similar effect to Cal. the Civil Code § 1542of California, whether under the law and any similar Law, rule, provision or statute of California Delaware, New York or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain which states in full and complete effect notwithstanding discovery (or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered otherwise in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(ssubstance) of the Court.as follows:

Appears in 1 contract

Sources: Stock Purchase and Sale Agreement (PDC Energy, Inc.)

Releases. 1. (a) Except as otherwise set forth herein for claims arising under the Surviving Provisions or as to obligations created herebyunder the terms of this Agreement, upon the Effective Date, Named Plaintiffs each of RJK and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers SDP (collectivelytogether, the “Releasing Parties”), separately for and collectivelyin consideration of MCEL’s agreement to effect the terminations described in Section 1, will release hereby knowingly and discharge Apple voluntarily releases and each of discharges MCEL, together with its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurerspast, underwriterspresent and future stockholders, accountantsmanagers, members, partners, officers, directors, employees, agents and consultants, and lawyers their respective heirs, executors, administrators, agents, trustees, employees, representatives, successors, transferees or assignees, and any other person or entity acting on their behalf (collectively, the “Apple Released PartiesReleasees)) from (and covenant not to institute, separately and collectivelypursue or participate in any complaint, from action, suit, arbitration or other proceeding against the Releasees relating to) any and all damagesactions, causes of action, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, liabilities, attorneys’ fees, costs, expenses, rights of action losses, claims and causes of action, demands of any kind or character whatsoever, whether based on contract in law, admiralty or equity (expresscollectively, implied, or otherwise“Claims”), statutefrom the beginning of the world to the day of the date of this Agreement, whether presently known or any other theory of recoveryunknown, and whether for compensatory or punitive damages, and whether asserted or unasserted, known which the Releasing Parties ever had, now have or unknownhereafter can, suspected shall or unsuspected, occurring before may have against the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) Releasees arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release by reason of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this RJK Consulting Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit SDP Consulting Agreement and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement transactions contemplated thereby and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courttermination thereof.

Appears in 1 contract

Sources: Consulting Termination Agreement (Millennium Cell Inc)

Releases. 1. Except as otherwise 2.1 Effective on the Funding Date and subject to the satisfaction of the conditions set forth herein or as to obligations created herebyin Section 3.1, upon each of the Effective DateLevy Parties, Named Plaintiffs and Settlement Class Members, on their own behalf for itself/himself and on behalf of each of their present and former principals, agents, servants, respective partners, joint venturersaffiliates, employeesheirs, contractorsexecutors, predecessorspersonal representatives, administrators, successors, assigns, heirsspouses and predecessors, spousesunconditionally and irrevocably releases and forever discharges (a) the Company, beneficiaries(b) all direct and indirect parents, executorssubsidiaries, affiliates, units, divisions, successors, assigns and predecessors of the Company, and all of their respective past, current and future employees, directors, officers, controlling persons, owners, stockholders, attorneys, agents and representatives, in their individual and official capacities, (c) the Company's and any affiliated entity's insurers, (d) the Company's and any affiliated entity's past, present and future employee benefit plans, as well as, the administrators, representativesfiduciaries, insurersaffiliates, underwriterstrustees, accountantsinsurers and otherwise of all such plans, and lawyers (e) all persons, corporations or other entities acting by, through, under or in concert with any of them or that might be claimed to be jointly or severally liable with them (collectively, the “Releasing Company Parties”), separately and collectivelyfrom all Levy Released Claims. “Levy Released Claims” means all claims, will release and discharge Apple and each of its present and former principalsrights, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damagesdemands, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actions, suits, debts, lienssums of money, contractsaccounts, agreementsbills, promises, covenants, losses, costs, damages, liabilities, judgments, taxes, attorneys' fees and costs, attorneys’ fees, losses, expenses, obligations, or demands and expenses of any kind whatsoeveror nature, whether known or unknown, existing in law or potentialin equity, liquidated or unliquidated, contingent or matured, whether arising in tort, contract or otherwise that the Levy Parties have or ever have had based on anything that has happened from the beginning of time until the Funding Date, including but not limited to claims that relate in any way to, or suspected arise out of or unsuspectedin connection with, whether raised by claimthe Deferred Comp, counterclaimthe Total Severance Payments, setoffthe Total Vacation Pay, the Notes, the Settlement Agreement, the Levy Security Agreements, the Installments and otherwise under the Levy Agreements or otherwise, including other than the Levy Excluded Claims. The “Levy Excluded Claims” means all rights and claims of the Levy Parties against any known or unknown claims, Company Parties (i) regarding health benefits under COBRA and reimbursement of medical expenses pursuant to the health benefits plans in which they have ▇▇▇ ▇▇▇▇ (and family members) and ▇▇▇▇▇▇ ▇▇▇▇ (and family members) are or may claim now or in become enrolled pursuant to COBRA, (ii) arising after the future to haveFunding Date, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or (iii) under this Agreement, (iv) to control the investment of and for to receive distributions of the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, previously funded Deferred Comp (including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all the Rabbi Trust Agreements); (v) as holders of shares in the Company or options to purchase such shares (subject to the limitations in the next sentence); and (vi) the rights under the Employment Agreements, as modified by this Agreement, as expressly set forth in Section 4.1.1, below. In addition, effective on the Funding Date and subject to the satisfaction of the conditions set forth in Section 3.1, each Levy Party covenants not to file, initiate, investigate, support, prosecute, participate in or otherwise pursue (or solicit any other statutesparty to file, legal decisionsinitiate, investigate, support, prosecute, participate in or common law principles otherwise pursue) any lawsuit, litigation, claim, regulatory proceeding or cause of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim action of any kind or nature whatsoever, as a holder of shares in the Company or options to purchase such shares, based on anything that has happened from the beginning of time until the Funding Date, including, without limitation, any claims related to breach of duty, (each, a “Shareholder Claim”) against any of the Company Parties; provided that solely in the event that one or more holders of shares in the Company or options to purchase such shares, their counselother than any Levy Party, initiates a Shareholder Claim without solicitation by any Levy Party, it shall not be a violation of this provision for any Levy Party to testify as a witness if legally compelled to do so, to become a member of a class certified in such an action, or to participate in any recovery as a holder of shares in the Settlement Administrator Company or options to purchase such shares on a pro rata basis in accordance with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) their ownership of the Courtshares in the Company or options to purchase such shares.

Appears in 1 contract

Sources: Agreement (Unigene Laboratories Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon (a) Each of the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Loan Parties (on behalf of their itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or under any of the Loan Parties, for its past, present and former principalsfuture employees, agents, servantsrepresentatives (other than legal representatives), partnersofficers, joint venturersdirectors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsshareholders, and lawyers trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), separately and collectivelydoes hereby remise, will release and discharge Apple discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent, Collateral Agent and each of its the Lenders in their respective capacities as such under the Loan Documents, and the Administrative Agent’s, Collateral Agent’s and each ▇▇▇▇▇▇’s respective successors-in-title, legal representatives and assignees, past, present and former principalsfuture officers, directors, affiliates, shareholders, trustees, agents, servantsemployees, partnersconsultants, joint venturersexperts, advisors, attorneys and other professionals and all other persons and entities to whom the Administrative Agent, Collateral Agent and each of the Lenders or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersaffiliates, managersshareholders, trustees, agents, employees, contractorsconsultants, predecessorsexperts, successorsadvisors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesmanner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recoverycompensation, and whether for compensatory recovery or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, existing fixed or potentialcontingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, whether raised by claimnow existing, counterclaimheretofore existing or which may heretofore accrue against any of the Releasees, setoffand which are, in each case, based on any act, fact, event or otherwiseomission or other matter, including cause or thing occurring at any known time prior to or unknown claimson the date hereof in any way, which they have directly or may claim now indirectly arising out of, connected with or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Financing Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction.Loan Document (including, without limitation, this Amendment and the Existing Limited Waiver Agreement) and 5(b) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 5(a) hereof. The Parties are aware that they may hereafter discover claims If any Loan Party or facts any of its successors, assigns or other legal representatives violates the foregoing covenant, the Loan Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance such other damages as any Releasee may sustain as a result of the Partiessuch violation, all attorneysintent, the release fees and costs incurred by any Releasee as a result of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factssuch violation. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Limited Waiver to Financing Agreement (Troika Media Group, Inc.)

Releases. 1. Except as otherwise set forth herein or as The ZenSports Parties and the KeyStar Parties, each with respect to obligations created herebythe other, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present such party and former principalseach such party’s respective directors, officers, stockholders, investors, managers, creditors, employees, successors, heirs, and assigns and all representatives, agents, servantsand attorneys of each of the foregoing, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers as applicable (collectivelytogether, the “Releasing Parties”), separately do hereby mutually release, waive, relinquish, disavow, and collectivelyforever discharge the other party, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, such other party’s respective directors, officers, stockholders, investors, managers, creditors, employees, contractors, predecessors, successors, assignsheirs, administrators, and assigns and all representatives, parentsagents and attorneys of each of the foregoing, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers as applicable (collectively, the “Apple Released Parties” or “Releasees), separately ) of and collectively, from any and all claims, actions, or causes of action (including, without limitation, any claims for contract or tort damages, suitspunitive damages, claimsmisrepresentation, violation of any law, statute, or administrative regulation, and any other damages or loss or other form of relief), debts, demands, assessmentspayments, rights, obligations, liabilitiesloss, judgments, awards, attorneys’ fees, costs, interests, damages, lawsuits, liabilities, claims for reimbursement for costs or expenses, rights of action offsets, taxes, counterclaims and defenses to collection or enforcement, benefits and causes of actionaction of whatever kinds, of any kind or character whatsoever, whether based on contract (express, impliednature, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedcharacter, known or unknown, suspected suspected, fixed or unsuspectedcontingent, occurring before the Effective Date past, present, or future, in law or in equity (collectively, “Claims”), that any of the Settlement (Releasing Parties have, have had, or may have against any of the “Named Plaintiffs Released Parties from the beginning of time through and Settlement Class Members’ Released Matters”) arising out including the date of or this Agreement, specifically relating to but not limited to any Claims in any way related to or stemming from the allegations in the Complaint or the facts underlying Dispute, the Complaint, including claims thatthe APA, without ZenSports’ ownership of KeyStar Stock, KeyStar’s operations, transactions, and management, and M▇. ▇▇▇▇▇▇’ prior employment in any capacity at KeyStar. For the user’s consentavoidance of doubt, Apple recorded, disclosed these general releases are intended to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for cover any and all liabilities, claims, cross-claims, causes of action, damages, personal or economic injuries, rights, actionsor liabilities whatsoever, suits, debts, liens, contracts, agreements, damages, costs, including attorneys’ fees, losses, costs and litigation expenses, obligationswhether grounded in contract, tort, equity, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have regulatory violation that exist or may claim now have existed between or in the future to have, relating to the institution, prosecution, or settlement among each of the LawsuitKeyStar Parties, except for claims relating to and each of its officers, stockholders, and investors, and the enforcement ZenSports Parties, and each of its officers, stockholders, and investors, as of the Settlement or Effective Date. Notwithstanding the foregoing, this release will not be applicable to any of the obligations contained in this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement and Release Agreement (KeyStar Corp.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Capstone, upon the Effective Datefor itself and its predecessors, Named Plaintiffs successors, subsidiaries and Settlement Class Membersaffiliates, on their own behalf and on behalf each of their present respective, members, stockholders, directors, managers, employees and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers agents (collectively, the “Capstone Releasing Parties”)) hereby releases, separately waives and collectively, will release forever discharges Borrower and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, and affiliates, insurersand each of their respective members, underwritersstockholders, accountantsdirectors, managers, employees and lawyers agents (collectively, the “Apple Borrower Released Parties”), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or claims and demands which the Capstone Releasing Parties may have as of any kind whatsoever, the date hereof against the Borrower Released Parties (whether known or unknown, existing liquidated or potentialunliquidated, due or suspected to become due, direct or unsuspectedderivative, and whether raised by claimabsolute, counterclaimaccrued, setoff, contingent or otherwise, and whether heretofore arising from tort, statute, fiduciary duties or contract), arising out of, under or in connection with the Discount Factoring Agreement dated January 22, 2007 by and between CBC and Borrower, including without limitation, the Minimum Commission pursuant to Section 13 of the Discount Factoring Agreement, and the Purchase Order Financing Agreement dated January 22, 2007 by and between CCG and Borrower (collectively, the “Financing Agreements”). (b) Borrower, for itself and its predecessors, successors, assigns, subsidiaries, and affiliates, and each of their respective members, stockholders, directors, managers, employees and agents (collectively, the “Borrower Releasing Parties”) hereby release, waive and forever discharge Capstone and its predecessors, successors, assigns, subsidiaries and affiliates, and each of their respective members, stockholders, directors, managers, employees and agents (collectively, the “Capstone Released Parties”) from any an all actions, suits, damages, claims and demands which the Borrower Releasing Parties may have as to the date hereof against the Capstone Released Parties (whether known or unknown claimsunknown, which they have liquidated or may claim now unliquidated, due or to become due, direct or derivative, and whether absolute, accrued, contingent or otherwise, and whether heretofore arising from tort, statute, fiduciary duties or contract), arising out of, under or in connection with any of the future Financing Agreements. (c) The releases provided for in this Section 1 (the “Releases”) apply in all jurisdictions. Nothing contained in the foregoing Releases shall be construed to haveimpair any representation, relating obligations, promise, covenant or condition contained in the Settlement Agreement; (d) Notwithstanding anything to the institutioncontrary contained in this Agreement, prosecution, in the event that at any time Capstone is required to return all or settlement of the Lawsuit, except for claims relating to the enforcement any portion of the Settlement Payment (as defined in the Settlement Agreement) to Borrower or its successors or assigns, this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to Releases, shall be entered in the Lawsuit null and the releases provided for hereinvoid, ab initio. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (Harbrew Imports LTD Corp (NY))

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby▇▇▇▇▇▇, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, himself as well as his heirs, spouses, beneficiaries, executors, administrators, representativespredecessors, insurerssuccessors and assigns, underwritersin consideration of the matters described in this Agreement, accountantsdoes hereby, as of the Effective Date, remise, release, acquit and forever discharge the Company and its parents, subsidiaries, affiliates and divisions, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present their respective current and former principalsowners, partners, officers, directors, representatives, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractorsand attorneys, as well as the heirs, executors, administrators, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers assigns of any of them (collectively, the “Apple Released Parties”"Company Releases"), separately of and collectively, from any and all damages, suits, manner of claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, and demands whatsoever in law or character whatsoeverin equity, whether based on contract (expresssuch claims, impliedcauses or action, or otherwise)suits, statutedebts, or any other theory of recoverydues, accounts, bonds, covenants, contracts, agreements, judgments and whether for compensatory or punitive damages, and whether asserted or unasserted, demands be presently known or unknown, suspected or unsuspected, occurring before whether based in contract, tort, or statute (collectively, "Claims"), whether they be directly, indirectly, nominally or beneficially, possessed or claimed by any of them, which ▇▇▇▇▇▇ has had, now has, or which he, his heirs, executors, administrators, successors or assigns, or any of them, hereafter can, shall or may have against the Effective Date Company Releases, for or by reason of any cause, matter or thing whatsoever, from the beginning of the Settlement world to this date, except for claims (the “Named Plaintiffs and Settlement Class Members’ Released Matters”i) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result a breach of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and (ii) for advancement and indemnity under the submission of false or fraudulent claims for Settlement benefitsCompany's Charter, By-laws, and Delaware law, subject to the limitations set forth in Section 4, below. 3. b. The Parties mutually Company, on behalf of itself and expressly acknowledge its parents, subsidiaries, affiliates and agree that divisions, and their respective current owners, partners, officers, directors, representatives, agents, employees and attorneys, as well as the heirs, executors, administrators, predecessors, successors, and assigns of any of them, in consideration of the matters described in this Agreement fully Agreement, does hereby, as of the later of the Effective Date or its receipt of the consideration identified in paragraphs 2(c)-(e), remise, release, acquit and finally releases forever discharge ▇▇▇▇▇▇ and fully resolves his heirs, executors, administrators, agents, employees, attorneys, representatives, predecessors, successors, and assigns of any of them (the claims released in Sections H.1 "▇▇▇▇▇▇ Releasees"), of and H.2 abovefrom any and all Claims, including whether they be directly, indirectly, nominally or beneficially, possessed or claimed by any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542them, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATthe Company has had, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisionsnow has, or common law principles of similar effect to Cal. Civil Code § 1542which its successors or assigns, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they of them, hereafter can, shall or may hereafter discover claims have against the ▇▇▇▇▇▇ Releasees, for or facts in addition to by reason of any cause, matter or different thing whatsoever, from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance beginning of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant world to this Agreement will be deemed final and conclusive against all Settlement Class Membersdate, who will be bound by all except for (i) claims arising out of the terms a breach of this Agreement and (ii) defenses to any right to advancement or indemnification asserted by ▇▇▇▇▇▇, and any obligations of ▇▇▇▇▇▇ resulting from his assertion of any such right, including the signing of an appropriate undertaking, whether under Symbol's Charter, By-laws or Delaware law, or the undertaking signed by ▇▇▇▇▇▇ dated January 15, 2004. Nothing herein shall be deemed to release any claim that Symbol may have against any person or entity other than the ▇▇▇▇▇▇ Releasees, including other former or current directors, officers or employees of the Company, or the Company's former auditors. c. The Class Settlement, including to which ▇▇▇▇▇▇ has agreed to contribute $4 million pursuant to paragraph 2(b) of this Agreement, provides for a release of ▇▇▇▇▇▇ by the Class Plaintiffs in connection with the matters entitled In re: Symbol Technologies Securities Litigation, 02-CIV-1383 (LDW); ▇▇▇▇▇▇ ▇▇▇▇▇ v. Symbol Technologies, Inc., et al., 03-CV. 1394 (LDW); and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ v. Symbol Technologies, Inc. et al., 03-CV-2208 (LDW). ▇▇▇▇▇▇ agrees to enable his release by making the payment described in paragraph 2(b) of this Agreement and by timely signing the Class Settlement by June 1, 2004 as required by the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinClass Settlement. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (Symbol Technologies Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebyEach of the Borrower and RRI, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of themselves and each of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessorssuccessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers agents (collectively, the “Releasing Parties”), separately in consideration of the Administrative Agent’s and collectivelyLenders’ execution and delivery of this Agreement and for other good and valuable consideration, will release the receipt and discharge Apple sufficiency of which is hereby acknowledged, unconditionally, freely, voluntarily and, after consultation with counsel and becoming fully and adequately informed as to the relevant facts, circumstances and consequences, hereby expressly forever releases, waives and forever discharges (and further agrees not to allege, claim or pursue) any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), rights, causes of action (whether direct or derivative in nature), demands, suits, costs, expenses, and damages or defense, of any nature, description, or kind whatsoever, whether arising in contract, in tort, in law, in equity or otherwise, based in whole or in part on facts or otherwise, whether known, unknown or subsequently discovered, fixed or contingent, direct or indirect, joint and/or several, secured or unsecured, due or not due, liquidated or unliquidated, asserted or unasserted, or foreseen or unforeseen, which any of the Releasing Parties might otherwise have or may have against the Administrative Agent or the Lenders, or each of its present and former principalsthe foregoing’s respective past, present, or future affiliates, agents, servantsprincipals, partnersmanagers, joint venturersmanaging members, members, stockholders, controlling persons (within the meaning of the United States federal securities or bankruptcy laws), directors, officers, managers, employees, contractorsattorneys, predecessorsconsultants, successorsadvisors, assignstrusts, administratorstrustors, representativesbeneficiaries, parentsheirs, shareholdersexecutors, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers administrators or other representatives (collectively, the “Apple Released PartiesReleasees”), separately in each case on account of any conduct, condition, act, omission, event, contract, liability, obligation, demand, covenant, promise, indebtedness, claim, right, cause of action, suit, damage, defense, judgment, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date of this Agreement relating to the Loan Documents, this Agreement and/or the transactions contemplated thereby or hereby (any of the foregoing, a “Claim” and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released MattersClaims) arising out ). Each of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties hereby expressly acknowledges and agrees that the agreements in this paragraph are presently unaware intended to be in full satisfaction of all or which any alleged injuries or damages arising in connection with the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this AgreementClaims, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying Claims, that it waives, to the Lawsuit. In furtherance fullest extent permitted by applicable Law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of the Parties’ intentU.S. common law, the that would otherwise limit a release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence discharge of any additional or different claims or facts. 6. The amount of the Class Payment unknown Claims pursuant to this Agreement will be deemed final and conclusive against all Settlement Class MembersSection 11. Furthermore, who will be bound by all each of the terms Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of this Agreement and each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim basis of any kind against Claim released and/or discharged by the Parties, their counsel, or the Settlement Administrator with respect Releasing Parties pursuant to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Section 11. In entering into this Agreement, the Final Approval OrderBorrower and RRI expressly disclaim any reliance on any representations, acts, or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth in this Section 11 does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. Notwithstanding anything to the contrary, the Final Judgmentprovisions of this paragraph, including the foregoing release, covenant and waivers, shall survive and remain in full force and effect regardless of the termination or expiration of the Forbearance Period, the consummation or non-consummation of transactions contemplated hereby, the repayment or prepayment of any of the Loans or Secured Obligations, or further order(s) the termination of the CourtCredit Agreement, this Agreement, any other Loan Document or any provision hereof or thereof.

Appears in 1 contract

Sources: Forbearance Agreement (Rosehill Resources Inc.)

Releases. 1. Except as otherwise (a) Upon execution of this Agreement and Landlord's receipt of the items set forth herein or in Section 2 to be delivered at the execution, subject only to the further delivery of $20,000 as to obligations created herebyprovided in Section 2(a), upon the Effective DateLandlord hereby fully releases and forever discharges GSV, Named Plaintiffs its direct and Settlement Class Membersindirect parents, on subsidiaries and affiliates, together with their own behalf and on behalf of their present and former principalsrespective officers, agents, servantsdirectors, partners, joint venturersshareholders, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, employees and lawyers agents (collectively, the “Releasing Parties”"GSV Group"), separately from and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from against any and all damagesactions, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, lawsuits, liabilities, claims, demands, damages, expenses, loss of compensation, liabilities and obligations of any kind or character nature whatsoever, whether based on contract (express, implied, known or otherwise), statute, or any other theory of recoverynot known, and whether for compensatory now existing, that it may now or punitive damageshereafter have or claim to have against the GSV Group or any member thereof, and whether asserted for, upon, or unassertedby reason of any matter, known event, or unknowncause of any kind, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the ComplaintLease, including but not limited to claims thatof breach of contract, without defamation, libel or slander; provided, however, that such release and discharge shall not operate with respect to the user’s consent, Apple recorded, disclosed to third partiesprovisions of the Settlement Documents, or failed to delete, conversations recorded as the result any of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Partiesthem. 2. Except as otherwise set forth herein or as to obligations created hereby(b) Upon execution of this Agreement, Apple will be deemed to have completely released GSV hereby fully releases and forever discharged Plaintiffs discharges Landlord and Class Counsel its direct and indirect parents, subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees and agents (collectively, the "Landlord Group") from and for against any and all liabilities, claims, cross-claimsactions, causes of action, rightslawsuits, actionsliabilities, suitsclaims, debts, liens, contracts, agreementsdemands, damages, costs, attorneys’ fees, losses, expenses, obligationsloss of compensation, or demands liabilities and obligations of any kind nature whatsoever, whether known or unknownnot known, existing and whether now existing, that it may now or potentialhereafter have or claim to have against the Landlord Group or any member thereof, for, upon, or suspected or unsuspectedby reason of any matter, whether raised by claim, counterclaim, setoffevent, or otherwisecause of any kind, arising out of or related to the Lease, including any known but not limited to claims of breach of contract, defamation, libel or unknown claimsslander; provided, which they have or may claim now or in the future to havehowever, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, that such release and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may discharge shall not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true operate with respect to the matters underlying the Lawsuit. In furtherance provisions of the Parties’ intentSettlement Documents, the release or any of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in them. (c) It is expressly agreed that this Agreement is a full and complete effect notwithstanding discovery final settlement, release, discharge of and from any and all claims, actions, demands, damages, causes of action, held or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound possessed by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect in any way related to the Settlement Lease, subject to the terms and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtconditions hereof.

Appears in 1 contract

Sources: Termination, Settlement and Release Agreement (GSV Inc)

Releases. 1. Except In consideration of and in return for the promises and covenants undertaken in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, except as otherwise set forth herein or noted below, Employee does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge ▇▇▇▇▇ & ▇▇▇▇▇ and each of ▇▇▇▇▇ & ▇▇▇▇▇’▇ predecessors, parents, subsidiaries, affiliates, associates, owners, divisions, related companies and business concerns, past and present, and each of them, as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf well as each of their present and former principalspartners, trustees, directors, officers, shareholders, agents, servantsattorneys, partners, joint venturers, servants and employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantspast and present, and lawyers each of them (collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation or PTO payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state or federal law, equity or otherwise, whether known or unknown to Employee (collectively, the “Releasing PartiesClaims”), separately which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and collectivelywithout limiting the generality of the foregoing, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damagesClaims known or unknown, suitssuspected or unsuspected: (1) arising out of Employee’s employment with ▇▇▇▇▇ & ▇▇▇▇▇ or termination of that employment; or (2) arising out of or in any way connected with any claim, claimsloss, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind damage or character injury whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring resulting from any act or omission by or on the part of Releasees, or any of them, committed or omitted on or before the Effective Date date this Agreement is executed by Employee. Also, without limiting the generality of the Settlement (foregoing, Employee specifically releases Releasees from any claim for attorneys’ fees. EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT RETRAINING AND NOTIFICATION ACT, THE FAIR LABOR STANDARDS ACT, THE ILLINOIS HUMAN RIGHTS ACT, 775 ILCS 5/ et. seq.; THE CONSTITUTION OF THE STATE OF ILLINOIS, THE ILLINOIS WAGE PAYMENT AND COLLECTION ACT, 820 ILCS 115/ et. seq.; THE ILLINOIS MINIMUM WAGE LAW, 820 ILCS 105/4 et. seq.; THE STATUTORY PROVISION PROHIBITING DISCRIMINATION AND/OR RETALIATION UNDER SECTION 4(H) OF THE ILLINOIS WORKERS’ COMPENSATION ACT, 820 ILCS 305/et. seq.; AND SIMILAR DOCTRINES WHICH ARE JUDICIALLY-RECOGNIZED EXCEPTIONS TO THE EMPLOYMENT-AT-WILL DOCTRINE IN ILLINOIS, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. Employee acknowledges and agrees that Employee has been properly paid for all hours worked, that Employee has not suffered any on-the “Named Plaintiffs job injury for which Employee has not already filed a claim, that Employee has been properly provided any leave of absence because of Employee’s, or a family member’s, serious health condition, and Settlement Class Membersthat Employee has not been subjected to any improper treatment, conduct or actions due to or related to Employee’s request, if any, or Employee’s taking of, any leave of absence because of Employee’s own, or a family member’s serious health condition. This Release does not apply to any claim that, as a matter of law cannot be released, including but not limited to claims for unemployment insurance benefits and/or workersReleased Matters”) compensation claims. This Release also does not preclude Employee from filing suit to challenge ▇▇▇▇▇ & ▇▇▇▇▇’▇ compliance with the waiver requirements of the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act. This Agreement does not include rights or claims that may arise after the date Employee executes this Agreement. Except as described below, Employee agrees and covenants not to file any suit, charge, or complaint against Releasees in any court or administrative agency, with regard to any claim, demand, liability or obligation arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the userEmployee’s consent, Apple recorded, disclosed to third partiesemployment with ▇▇▇▇▇ & ▇▇▇▇▇, or failed to delete, conversations recorded as the result of a Siri activationseparation there from. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, Employee further represents that no claims, cross-claimscomplaints, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligationscharges, or demands of other proceedings are pending in any kind whatsoevercourt, whether known administrative agency, commission or unknown, existing other forum relating directly or potentialindirectly to your employment with, or suspected separation from, ▇▇▇▇▇ & ▇▇▇▇▇. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with the Equal Employment Opportunity Commission (“Commission”) and/or National Labor Relations Board (“NLRB”) or unsuspectedother federal, whether raised by claim, counterclaim, setoffstate, or otherwiselocal agency or participating in any investigation or proceeding conducted by such administrative agencies. However, including Employee is waiving any known claim Employee may have to receive monetary damages in connection with any Commission and/or NLRB or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or other agency proceeding concerning matters covered by this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Separation Agreement (Grubb & Ellis Co)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebya. MCPI, upon the Effective Datefor itself and its past, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principalsfuture administrators, agents, servantsassigns, attorneys, executors, heirs, insurers, parents, partners, joint venturerspredecessors, employeesrepresentatives, contractorsservants, subsidiaries, successors, transferees, underwriters, clients, customers, and all persons acting by, through, under or in concert with any of them, and each of them, hereby releases and discharges: i. Buyers, their past, present and future administrators, agents, assigns, attorneys, executors, heirs, insurers, parents, partners, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurersservants, subsidiaries, successors, transferees, underwriters, accountantsclients, and lawyers (collectivelycustomers, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present them; and ii. all persons acting by, through, under or in concert with any of them of and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damagesactions, suitscauses of action, claims, costs, damages, debts, demands, assessments, obligationsexpenses, liabilities, attorneys’ feeslosses and obligations of every nature, costs, expenses, rights of action character and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserteddescription, known or unknown, suspected or unsuspected, occurring before actual or contingent, which the Effective Date releasing party now owns or holds, or has at any time heretofore owned or held, or may at any time hereafter own or hold, by reason of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) any matter, cause or thing whatsoever incurred, done, omitted or suffered to be done arising out of of, or which may hereafter be claimed to arise out of, related to or in any way directly or indirectly connected with the Dispute or any matters related to the allegations in Stores (all such released or discharged items, collectively, the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ “MCPI Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released PartiesClaims”). 2b. ▇▇▇▇▇▇ and S▇▇▇▇▇▇, for themselves and their past, present and future administrators, agents, assigns, attorneys, executors, heirs, insurers, parents, partners, predecessors, representatives, servants, subsidiaries, successors, transferees, underwriters, clients, customers, and all persons acting by, through, under or in concert with any of them, and each of them, hereby releases and discharges: i. MCPI, its past, present and future administrators, agents, assigns, attorneys, executors, heirs, insurers, parents, partners, predecessors, representatives, servants, subsidiaries, successors, transferees, underwriters, clients, customers, and each of them; and ii. Except as otherwise set forth herein all persons acting by, through, under or as to obligations created hereby, Apple will be deemed to have completely released in concert with any of them of and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightsclaims, actionscosts, suitsdamages, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, lossesdemands, expenses, obligationsliabilities, or demands losses and obligations of any kind whatsoeverevery nature, whether character and description, known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimactual or contingent, counterclaim, setoffwhich the releasing party now owns or holds, or otherwisehas at any time heretofore owned or held, including any known or unknown claims, which they have or may claim now at any time hereafter own or hold, by reason of any matter, cause or thing whatsoever incurred, done, omitted or suffered to be done arising out of, or which may hereafter be claimed to arise out of, related to or in any way directly or indirectly connected with the future to have, relating Dispute or any matters related to the institutionStores (all such released or discharged items, prosecutioncollectively, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3“Buyers’ Released Claims”). The Parties mutually MCPI Released Claims and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves Buyers Released Claims are collectively referred to herein as the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY“Released Claims”. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (McPi, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebyUpon Closing, upon each of the Effective DateParties, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present itself and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers its successors or assigns (collectively, the “Releasing Parties”), separately in consideration of the Consenting Convertible Noteholders’ and collectively, will release Consenting Oasis Noteholder’s execution of this Agreement and discharge Apple for other good and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectivelyvaluable consideration, the “Apple Released Parties”)receipt and sufficiency of which is hereby acknowledged, separately unconditionally, freely, voluntarily and, after consultation with counsel and collectivelybecoming fully and adequately informed as to the relevant facts, from circumstances and consequences, releases, waives and forever discharges (and further agrees not to allege, claim or pursue) any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsrights, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, counterclaims or demands defense of any kind whatsoever, in contract, in tort, in law or in equity, whether known or unknown, existing fixed or potentialcontingent, direct or indirect, joint and/or several, secured or unsecured, due or not due, liquidated or unliquidated, asserted or unasserted, or suspected foreseen or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claimsunforeseen, which they any of the Releasing Parties might otherwise have or may claim now have against any of the other Releasing Parties and their predecessors, successors and assigns, Affiliates, managed accounts or funds, and all of their respective current and former officers, directors, principals, stockholders (and any fund managers, fiduciaries or other agents of stockholders with any involvement related to JAKKS), members, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other professionals, and such persons’ respective heirs, executors, estates, servants and nominees (any of the foregoing, a “Related Party,” and collectively, the “Releasees”) in each case on account of any conduct, condition, act, omission, event, contract, liability, obligation, demand, covenant, promise, indebtedness, claim, right, cause of action, suit, damage, defense, judgment, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the future to have, date of this Agreement relating to the institutionNew Common Equity, prosecutionthe New Preferred Equity, the Notes, this Agreement and/or the transactions contemplated thereby or settlement hereby (any of the Lawsuitforegoing, except for claims relating to a “Claim” and collectively, the enforcement of the Settlement or “Claims”); provided; however, that nothing in this Agreement, including, without limitation, in Section 6.13 and for the submission this Section 6.15, shall operate to waive or release (i) any Claim arising from or relating to any act or omission of false a Released Party that constitutes fraud, willful misconduct, gross negligence or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that a criminal act, or (ii) any obligations of any party under this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including or any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights other Transaction Document or under any other statutes, legal decisions, document or common law principles of similar effect to Cal. Civil Code § 1542, whether under instrument executed in connection with the law of California transactions contemplated by this Agreement or any other jurisdiction. 5Transaction Documents. The Each of the Releasing Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true expressly acknowledges and agrees, with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment Claims released pursuant to this Agreement will be deemed final Section 6.15, that it waives, to the fullest extent permitted by applicable law, any and conclusive against all Settlement Class Membersprovisions, who will be bound rights and benefits conferred by all any applicable U.S. federal or state law, or any principle of U.S. common law, including Section 1542 of the terms California Civil Code, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Agreement and the SettlementSection 6.15. Furthermore, including the terms each of the judgment to be entered Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the Lawsuit and the releases provided for herein. 7. No person shall have any claim basis of any kind against Claim released and/or discharged by the Parties, their counsel, or the Settlement Administrator with respect Releasing Parties pursuant to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the CourtSection 6.15.

Appears in 1 contract

Sources: Transaction Agreement (Jakks Pacific Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created herebyIn consideration for the Settlement Payment described in this Settlement Agreement, upon the occurrence of the Effective Date, Named Plaintiffs and Settlement all members of the Direct Purchaser Class Members(on behalf of themselves and their respective past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, and general or limited partners, as well as their past, present, and future respective officers, directors, employees, trustees, insurers, agents, associates, attorneys, and any other representatives thereof, and predecessors, heirs, executors, administrators, successors, and assigns of each of the foregoing), on their own behalf and on behalf as assignee or representative of any other entity (the “Plaintiff Releasors”), will dismiss Shire (and its past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, and general or limited partners, as well as their present past, present, and former principalsfuture respective officers, directors, employees, trustees, insurers, agents, servantsassociates, partnersattorneys, joint venturersand any other representatives thereof, employees, contractors, and the predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssuccessors, and lawyers assigns of each of the foregoing) (collectively, the “Releasing PartiesShire Releasees), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants) from this Action with prejudice, and lawyers (collectivelyrelease the Shire Releasees from all claims, the “Apple Released Parties”)rights, separately and collectivelydebts, from any and all damagesobligations, demands, actions, suits, claims, debts, demands, assessments, obligationscauses of action, liabilities, including costs, expenses, penalties, and attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserteddamages whenever incurred, known or unknown, suspected that were or unsuspectedcould have been brought against Shire in this litigation relating to brand or generic Intuniv, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising or that arise out of or related to relate, in whole or in part in any manner, to: (a) the allegations subject matter of or acts, omissions, or other conduct alleged in the Complaint complaints in this Action, any prior complaints or the facts underlying the Complaint, subsequent amended complaints filed in this Action; (b) all claims concerning alleged delayed entry of generic versions of Intuniv (including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to any authorized generic) that could have completely released and forever discharged Plaintiffs and Class Counsel from and for been asserted in this Action; and/or (c) any and all liabilitiesclaims alleging that any agreement between Actavis and Shire relating to brand and/or generic Intuniv resulted in the delayed entry of generic versions of generic Intuniv (including any authorized generic), (collectively, this entire paragraph, the “Released Claims”). Plaintiff and the Direct Purchaser Class hereby covenant and agree that, after the Effective Date, each shall not sue or otherwise seek to establish or impose liability against the Shire Releasees based, in whole or in part, on any of the Released Claims. Shire shall release Plaintiff and the Class from all claims, cross-regardless of legal theory, that would have been a compulsory counterclaim in this Action. Shire shall further release Plaintiffs from all claims, rights, debts, obligations, demands, actions, suits, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, liabilities (including costs, expenses, penalties, and attorneys’ fees), losses, expenses, obligationsawards, or demands damages arising out of the arbitration before the American Arbitration Association that was captioned Meijer, Inc. and Meijer Distribution, Inc. v. Shire LLC and Shire U.S., Inc., Case No. ▇▇-▇▇-▇▇▇-▇▇▇▇, and resulted in the confirmed “Order on Dispute as to Arbitrability on Referral from the District of Massachusetts,” entered June 8, 2022, and the unconfirmed “Final Award,” entered November 3, 2023.Shire hereby covenants and agrees that, after the Effective Date, neither Shire nor any kind whatsoever, whether known other Shire Releasee shall sue or unknown, existing otherwise seek to establish or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including impose liability against any known or unknown Plaintiff and/or the Direct Purchaser Class for any and all claims, which they regardless of legal theory, that would have or may claim now or been a compulsory counterclaim in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitsAction. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(i) Nuo, upon the Effective Date, Named Plaintiffs for itself and Settlement Class Members, on its Affiliates and its and their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, respective representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesNuo Releasors”), separately hereby (A) forever fully and collectively, will release irrevocably releases and discharge Apple discharges Arthrex and its Affiliates and each of its their respective predecessors, successors, direct or indirect subsidiaries and past and present and former principalsstockholders, agentsmembers, servants, partners, joint venturersmanagers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsagents, and lawyers other representatives (collectively, the “Apple Arthrex Released Parties”), separately and collectively, ) from any and all damagesactions, suits, claims, demands, debts, demands, assessmentsagreements, obligations, liabilitiespromises, attorneys’ feesjudgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to the Original Agreement, rights of action and causes of actionwhich the Nuo Releasors can, of any kind shall or character whatsoevermay have against the Arthrex Released Parties, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement unanticipated as well as anticipated (collectively, the “Named Plaintiffs Nuo Released Claims”), and Settlement Class Members(B) irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding, action, litigation or suit against any Arthrex Released Party based upon any Nuo Released Claim. Notwithstanding the preceding sentence of this Section 5(f)(i), “Nuo Released Claims” does not include, and the provisions of this Section 5(f)(i) shall not release or otherwise diminish, (x) the obligations of any Party set forth in or arising under any provisions of this Agreement after the date hereof or (y) the accrued payment obligations of Arthrex under the Original Agreement. (ii) Arthrex, for itself and its Affiliates and its and their respective representatives, successors and assigns (collectively, the “Arthrex Releasors”), hereby (A) forever fully and irrevocably releases and discharges Nuo and its Affiliates and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Nuo Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokersReleased Matters”and accountants fees and expenses) arising out of or related to the allegations in the Complaint or the facts underlying the ComplaintOriginal Agreement, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware Arthrex Releasors can, shall or which may have against the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Nuo Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimunanticipated as well as anticipated (collectively, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement“Arthrex Released Claims”), and for (B) irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding, action, litigation or suit against any Nuo Released Party based upon any Arthrex Released Claim. Notwithstanding the submission preceding sentence of false this Section 5(f)(ii), “Arthrex Released Claims” does not include, and the provisions of this Section 5(f)(ii) shall not release or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves otherwise diminish, (x) the claims released obligations of any Party set forth in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights or arising under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms provisions of this Agreement and after the Settlementdate hereof, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have (y) any claim actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind against the Parties, their counselwhatsoever in law or equity and causes of action of every kind and nature, or the Settlement Administrator with respect otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) that Arthrex or its Affiliates may have against Nuo or its Affiliates arising out of or relating to the Settlement and the matters set forth hereinproduct liability or infringement of intellectual property in each case, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) arising out of the CourtOriginal Agreement or (z) the obligations of Nuo described in Exhibit A-4.

Appears in 1 contract

Sources: License Agreement (Nuo Therapeutics, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs (a) Digital hereby releases and Settlement Class Members, on their own behalf and on behalf forever discharges Luca▇ ▇▇▇ each of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, its predecessors, assigns, heirs, spouses, beneficiaries, executors, administratorsagents, representatives, insurers, underwriters, accountantsattorneys, and lawyers all persons acting by, through, under, or in concert with any of them (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each collectively "Luca▇ ▇▇▇easees") or any of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectivelythem, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actions, suits, debts, liens, contracts, agreements, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, attorneys’ fees, losses, expenses, obligations, or demands and expenses of any kind nature whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimfixed or contingent ("Claim" or "Claims"), counterclaimthat Digital now has, setoffowns, or otherwiseholds, including any known or unknown claims, which they have or may claim now or in the future claims to have, relating claims to the institution, prosecutionown, or settlement claims to hold, or any time heretofore had, owned, held, claimed to have, claimed to own, or claimed to hold against the Luca▇ ▇▇▇easees related to or arising out of the LawsuitLawsuit or the Lease, except for claims relating to the enforcement or any actions of any of the Settlement Luca▇ ▇▇▇easees taken in connection therewith. This Release shall not apply to any obligations under this Agreement or the Consent Judgment Order, to any obligation or liability of Digital under the Sublease arising hereafter, or any other agreement not referenced herein. (b) Luca▇ ▇▇▇eby releases and forever discharges Digital and each of its predecessors, assigns, agents, representatives, attorneys, and all persons acting by, through, under, or in concert with any of them (collectively "Digital Releasees") or any of them, from all actions, causes of action, suits, debts, liens, contracts, agreements, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent ("Claim" or "Claims"), that Luca▇ ▇▇▇ has, owns, holds, claims to have, claims to own, or claims to hold, or any time heretofore had, owned, held, claimed to have, claimed to own, or claimed to hold against the Digital Releasees related to or arising out of the Lawsuit or the Lease, or any actions of any of the Digital Releasees taken in connection therewith. This Release shall not apply to any obligations under this Agreement, and for to any obligation or liability of Luca▇ ▇▇▇er the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 aboveSublease arising hereafter, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for agreement not referenced herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (Digital Commerce Corp)

Releases. 1. Except as otherwise (a) The distributions set forth herein or in section 1 above together with the consideration set forth in the Release Agreement shall fully satisfy all obligations of the Delphi Group under Title IV of ERISA with respect to the Pension Plans, shall constitute the recovery afforded to PBGC on account of the claims related to the Pension Plans, and shall also fully satisfy (i) all liens asserted and/or assertable by PBGC against the Delphi Group with respect to the Pension Plans and (ii) the Contingent PBGC Adequate Protection Liens. (b) Effective as to obligations created hereby, upon of the Effective Closing Date, Named Plaintiffs and Settlement Class Members, PBGC on their its own behalf and on behalf in every other capacity in which it may now or in the future act, unconditionally and forever releases and discharges the Debtors, Reorganized Debtors, Delphi Group and each of their present its members and each of its (or their) current and former principalsshareholders, partners, members, officers, directors, employees, agents, servantsowners, partners, joint venturers, employees, contractors, predecessors, assigns, and each of its (or their) heirs, spouses, beneficiariesagents, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractorsattorneys, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, collectively referred to hereinafter as the “Apple Released PartiesPBGC Releasees), separately and collectively, ) from any and all damagesdisputes, controversies, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightsclaims, actionsassessments, suitsdemands, debts, liens, contracts, agreementssums of money, damages, costsjudgments, attorneys’ feesliabilities, lossesliens (including, expenseswithout limitation the Contingent PBGC Adequate Protection Liens), obligations, or demands and obligations of any kind whatsoever, upon any legal or equitable theory (whether contractual, common law, statutory, federal, state, local or otherwise), whether known or unknown, existing or potentialthat PBGC ever had, now has, or suspected or unsuspectedhereafter can, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have shall or may claim now have, from the beginning of time, against the PBGC Releasees by reason of any matter, cause or in the future to havething whatsoever, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating obligations to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true PBGC with respect to the matters underlying the Lawsuit. In furtherance Pension Plans under ERISA or otherwise (including, without limitation, PBGC’s allegations of the Parties’ intentadministrative, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counselsecured, or the Settlement Administrator priority status for its claims with respect to the Settlement Pension Plans); and PBGC will take no action, direct or indirect, against the PBGC Releasees to collect, impose, or enforce liability or liens (including, without limitation the Contingent PBGC Adequate Protection Liens) with respect to the Pension Plans under ERISA, the IRC, or otherwise (collectively, the “Released Claims”). Notwithstanding the foregoing, nothing in this Agreement will (i) release or discharge Delphi from its obligations hereunder, including, without limitation, its obligation to grant to PBGC the Allowed PBGC General Unsecured Claim or (ii) release or discharge any person or entity from liability arising as a result of such person’s breach of fiduciary duty under ERISA. (c) Effective as of the termination of the Pension Plans, Delphi, on behalf of the Debtors and the matters set forth hereinmembers of the Delphi Group (the “Delphi Releasors”), unconditionally and forever releases and discharges PBGC from any and all disputes, controversies, suits, actions, causes of action, claims, assessments, demands, debts, sums of money, damages, judgments, liabilities, and obligations of any kind whatsoever, upon any legal or equitable theory (whether contractual, common law, statutory, federal, state, local or otherwise), whether known or unknown, that the Delphi Releasors ever had, now have, or based on determinations hereafter can, shall or distributions made substantially may have, from the beginning of time, against PBGC by reason of any matter, cause or thing whatsoever, relating to obligations with respect to the Pension Plans under ERISA or otherwise. Notwithstanding the foregoing, nothing in accordancewith this AgreementAgreement will release or discharge PBGC from its obligations hereunder. (d) PBGC shall withdraw all 412(n)/430(k) Lien Notices relating to the Pension Plans, including but not limited to any notices related to the Final Approval OrderContingent PBGC Adequate Protection Liens, and shall use its reasonable best efforts to complete such withdrawals within 60 days after the Final Judgment, or further order(sclosing (the “Closing Date”) of the CourtMaster Disposition Agreement or an alternative transaction, as contemplated by the Procedures Order, to which New GM is a party (an “Alternative Transaction”).

Appears in 1 contract

Sources: Settlement Agreement (Delphi Corp)

Releases. 1. Except Effective as otherwise set forth herein or as to obligations created hereby, upon of the Effective Petition Date, Named Plaintiffs each of the Debtors and Settlement Class Membersthe Debtors’ estates, on their its own behalf and on behalf of its and their respective past, present and former principals, agents, servants, partners, joint venturers, employees, contractors, future predecessors, assignssuccessors, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssubsidiaries, and lawyers assigns, hereby absolutely, unconditionally and irrevocably releases and forever discharges and acquits the First Lien Ad Hoc Group Members, the Revolving Credit Lenders, the Prepetition Agent, the DIP Secured Parties, and each of their respective successors and assigns (collectively, the “Releasing Released Parties”), separately from any and collectivelyall obligations and liabilities to the Debtors (and their successors and assigns) and from any and all claims, will release counterclaims, demands, defenses, offsets, debts, accounts, contracts, liabilities, actions and discharge Apple and each causes of its present and former principalsaction arising prior to the Petition Date of any kind, agentsnature or description, servantswhether matured or unmatured, partnersknown or unknown, joint venturersasserted or unasserted, directorsforeseen or unforeseen, officersaccrued or unaccrued, managerssuspected or unsuspected, employeesliquidated or unliquidated, contractorspending or threatened, predecessorsarising in law or equity, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers upon contract or tort or under any state or federal law or otherwise (collectively, the “Apple Released PartiesClaims”), separately and collectively, from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) in each case arising out of or related to (as applicable) the allegations in Prepetition Loan Documents, the Complaint or DIP Credit Documents, the facts underlying obligations owing and the Complaintfinancial obligations made thereunder, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs negotiation thereof and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to transactions and agreements reflected thereby, and the obligations created herebyand financial obligations made thereunder, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for in each case that the Debtors at any and all liabilitiestime had, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they now have or may claim now or in the future to have, relating or that their predecessors, successors or assigns at any time had or hereafter can or may have against any of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to the institution, prosecution, or settlement date of this Interim Order; provided that the Lawsuit, except for claims relating to the enforcement of the Settlement or releases set forth in this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including Section shall not release any claims against a Released Party or liabilities that may not be knowna court of competent jurisdiction determines results from the bad faith, fraud, gross negligence or willful misconduct of such Released Party. AccordinglyFor the avoidance of doubt, nothing in this release shall relieve the DIP Secured Parties expressly waive all or the Debtors of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether obligations under the law of California or any other jurisdictionDIP Credit Documents. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Restructuring Support Agreement (2U, Inc.)

Releases. 1. (a) Except for the limited liability company operating agreements of each of the Companies in effect as otherwise set forth herein or as to obligations created herebyof the date hereof, upon Seller will cause all Contracts between and among any of the Effective Date, Named Plaintiffs and Settlement Class MembersCompanies, on the one hand, and Seller or any of its Affiliates (other than one of the Companies), on the other hand (the “Intercompany Accounts”), to be settled or otherwise eliminated in their own behalf entirety prior to the Closing by the parties thereto in such a manner as Seller will reasonably determine in consultation with B▇▇▇▇, in each case without any further liability to the Companies upon or following the Closing. Seller will cause all Intercompany Accounts to be cancelled, repaid or otherwise eliminated in full prior to or at the Closing, without any further liability to the Seller or Parent upon or following the Closing. (b) Effective as of the Closing, Parent and Seller, on behalf of their present itself and former principalseach of its Affiliates, agentsthe officers, servants, partners, joint venturersdirectors, employees, contractorsinvestors, shareholders, members or partners of Parent or Seller, agents in their capacity as an agent of Parent or Seller, successors, permitted assigns, the executors or administrators of Parent or Seller (each, a “Seller Releasing Party” and, collectively, the “Seller Releasing Parties”), hereby releases, acquits and forever discharges the Companies their respective Subsidiaries, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssuccessors and permitted assigns (including Buyer and its Affiliates), and lawyers their respective former, present and future officers, directors, employees, shareholders, members, managers, partners and agents (collectively, the “Buyer Released Parties”) of and from any and all manner of action or inaction, cause or causes of action, Proceedings, debts, Liens, Contracts, Taxes, promises, liabilities, claims, demands, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), Losses, fees, costs or expenses, of any kind or nature whatsoever, past, present, or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), existing or occurring prior to the Closing, whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the Seller Releasing Parties, or any of them, ever have had or ever in the future may have against the Buyer Released Parties, or any of them, arising by virtue of or in connection with any actions or inactions with respect to the Companies or their affairs at or before the Closing; provided, however, that the foregoing release will not release, impair or diminish, and will not include, in any respect any rights under this Agreement, any other Transaction Document or any other Contract entered into pursuant to this Agreement or in connection with the transactions contemplated hereby and will not release any rights of employees of the Companies in their capacity as employees of the Companies. (c) Effective as of the Closing, Buyer, on behalf of itself and each of its Affiliates (including the Companies) and, in their capacities as such, their respective shareholders, members and other owners (each, a “Buyer Releasing Party” and, collectively, the “Buyer Releasing Parties” and, together with the Seller Releasing Parties, the “Releasing Parties”), separately hereby releases, acquits and collectivelyforever discharges Parent, will release and discharge Apple and Seller, each of its Parent’s other subsidiaries and, in their capacities as such, their respective former, present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, future directors and lawyers shareholders (collectively, the “Apple Seller Released Parties” and, together with the Buyer Released Parties, the “Released Parties”), separately ) of and collectively, from any and all damagesmanner of action or inaction, suitscause or causes of action, Proceedings, debts, Liens, Contracts, Taxes, promises, liabilities, claims, debts, demands, assessmentsdamages (whether for compensatory, obligationsspecial, liabilitiesincidental or punitive damages, attorneys’ equitable relief or otherwise), Losses, fees, costs, costs or expenses, rights of action and causes of action, of any kind or character nature whatsoever, whether based on contract (expresspast, impliedpresent, or otherwisefuture, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), statute, existing or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related prior to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoeverClosing, whether known or unknown, existing whether fixed or potentialcontingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, whether raised by claim, counterclaim, setoffwhich the Buyer Releasing Parties, or otherwiseany of them, including any known ever have had or unknown claims, which they have or may claim now or ever in the future to have, relating to may have against the institution, prosecutionSeller Released Parties, or settlement any of them, (a) arising from the Lawsuit, except for claims relating to the enforcement Transaction or (b) by virtue of the Settlement or this Agreement, and for the submission of false in connection with any actions or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true inactions with respect to the matters underlying Companies or their affairs at or before the Lawsuit. In furtherance Closing (other than violations of law or breaches of confidentiality, non-compete, non-solicitation or, with respect to any former, current or future director, obligations under any contract binding on such director); provided, however, that the Parties’ intentforegoing releases will not release, the release of the Named Plaintiffs impair or diminish, and Settlement Class Members’ Released Matters shall remain will not include, in full and complete effect notwithstanding discovery any respect any rights under this Agreement, any other Transaction Document or existence of any additional or different claims or facts. 6. The amount of the Class Payment other Contract entered into pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Membersor in connection with the transactions contemplated hereby. (d) Each Releasing Party hereby irrevocably covenants to refrain from, who will be bound by all of the terms of this Agreement and the Settlementdirectly or indirectly, including the terms of the judgment asserting any claim or commencing, instituting or causing to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have commenced any claim Proceeding of any kind against the Parties, their counsel, or the Settlement Administrator with respect any Released Party based upon any matter purported to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Courtbe released hereby.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Clarus Corp)

Releases. 1. Except as otherwise set forth herein or as a. In consideration of the payments and benefits required to obligations created herebybe provided to the Executive under the separation agreement between the Employer, upon QNB Bank (the Effective Date“Bank”), Named Plaintiffs and Settlement Class Membersthe Executive, on their own behalf dated August 24, 2010, (the “Separation Agreement”) and after consultation with counsel, the Executive, for herself and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, each of the Executive’s heirs, spouses, beneficiaries, executors, administrators, representatives, insurersagents, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesExecutive Releasors”), separately hereby irrevocably and collectivelyunconditionally releases and forever discharges the Employer, will release its subsidiaries, joint ventures and discharge Apple other affiliates, and each of its present and former principalsofficers, agents, servants, partners, joint venturersemployees, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers agents (collectively, the “Apple Released PartiesEmployer Releasees), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ claims (including claims for attorney’s fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actionsjudgments, suits, debts, liens, contracts, agreementsobligations, damages, costsdemands, attorneys’ fees, losses, expenses, obligationsaccountings, or demands liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any kind whatsoeverClaims under any Federal, whether known or unknownstate, existing or potentiallocal, or suspected or unsuspectedforeign law, whether raised by claimthat the Executive Releasors may have, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer, or director of the Employer, its subsidiaries, joint ventures and other affiliates, or the termination of the Executive’s service in any and all of such relevant capacities or (ii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to havethe date hereof; provided, however, that the release set forth in this Section shall not apply to (A) the payment and/or benefit obligations of the Employer or any of its subsidiaries, joint ventures, and other affiliates, (collectively, the “Employer Group”) under the Separation Agreement, (B) any Claims the Executive may have under any plans or programs not covered by the Separation Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, including, but not limited to, certain pension and life insurance benefits, (C) any indemnification or other rights the Executive may have in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof, (D) the Employee’s right to receive unemployment compensation which the Company acknowledges it has not and will not contest, (E) the Employee’s rights to any of her checking or savings accounts with the Company, and (F) any rights which are not waivable by law. Except as provided in the immediately preceding sentence, the Executive Releasors further agree that the payments and benefits as required by the Separation Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Executive Releasors may have against the Employer or any member of the Employer Group arising out of the Executive’s employment relationship and the Executive’s service as an employee, officer or director of the Employer or a member of the Employer Group or the termination thereof, as applicable. Anything to the contrary notwithstanding in this Release Agreement, nothing herein shall release the Employer Releasees from any claims or damages based on (i) any Claims that arise after the date of this Release Agreement, or (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Employer and the Executive are jointly liable. b. In consideration of the general release and other covenants of the Executive herein, and after consultation with counsel, the Employer for itself and on behalf of each of its majority owned subsidiaries and affiliated companies and each of their officers, employees, directors, shareholders, and agents (collectively, the “Employer Releasors”), hereby irrevocably and unconditionally releases and forever discharges the Executive and each of the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Releasees”), from any and all known Claims (but only to the extent of such known Claims) that the Employer Releasors had, may have had or now has against the Executive Releasees, as of the date of this Release Agreement by the Employer, arising out of or relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counselExecutive’s employment relationship, or the Settlement Administrator termination of that relationship, with respect the Employer Group, including, but not limited to, any Claim arising under any Federal, state, local, or foreign law. Anything to the Settlement contrary notwithstanding in this Release Agreement, nothing herein shall release the Executive Releasees from any claims or damages based on (i) any Claims (or further Claims) unknown to the Employer Releasors as of the date of this Release Agreement, (ii) any Claims that arise after the date of this Release Agreement, or (iii) any right the Employer may have to obtain contribution as permitted by law in the event of entry of judgment against the Employer as a result of any act or failure to act for which the Executive and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the CourtEmployer are jointly liable.

Appears in 1 contract

Sources: Separation Agreement (QNB Corp)

Releases. 1. Except as otherwise set forth herein or as (a) Subject to obligations created herebythe Closing occurring, upon the Effective Dateeach Seller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of such Seller and each of such Seller’s spouse, heirs, legal representatives, successors and assigns, hereby RELEASES AND FOREVER DISCHARGES Buyer, each of the Acquired Entities and each of their present and former principalsrespective Subsidiaries, officers, directors, employees, agents, servantsshareholders, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administratorscontrolling persons, representatives, insurersAffiliates, underwriterssuccessors, accountantsassigns (individually, and lawyers (collectively, the a Releasing Parties”), separately Releasee” and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the Apple Released PartiesReleasees), separately and collectively, ) from any and all damagesActions, suitsOrders, claimsDamages, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action Liabilities and causes of action, of any kind or character Contracts whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before both at Law and in equity, which such Seller or any of such Seller’s heirs, representatives, successors or assigns now has, has ever had or may hereafter have against the Effective respective Releasees arising contemporaneously with or prior to the Closing Date or on account of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) or arising out of any matter, cause or related event occurring contemporaneously with or prior to the allegations in the Complaint Closing Date, whether or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed not relating to third partiesActions pending on, or failed asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to delete, conversations recorded as the result release any obligations of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or Buyer arising under this Agreement. Each Seller hereby irrevocably waives and covenants to refrain from, and for the submission directly or indirectly, asserting any cause of false Action or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 abovecommencing, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, instituting or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe causing to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentcommenced, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class MembersAction, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Partiesany Releasee, their counselbased upon any matter purported to be released hereby. (b) Seller Parties represent and warrant that none of them have previously assigned or transferred, or the Settlement Administrator with respect purported to the Settlement and the matters set forth hereinassign or transfer, to any Person or based on determinations entity whatsoever all or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) any part of the CourtActions, Orders, Damages, Liabilities, Contracts or other obligations released herein. Seller Parties covenant and agrees that Sellers will not, and will cause the Acquired Entities not to, assign or transfer to any Person or entity whatsoever all or any part of the Actions, Orders, Damages, Liabilities, Contracts or other obligations to be released herein. (c) THE RELEASE PROVIDED BY SELLERS PURSUANT TO THIS SECTION 5.6 SHALL APPLY NOTWITHSTANDING THAT THE MATTER FOR WHICH RELEASE IS PROVIDED MAY RELATE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW BY A RELEASEE, ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS, AND FOR LIABILITIES BASED ON THEORIES OF STRICT LIABILITY, AND SHALL BE APPLICABLE WHETHER OR NOT NEGLIGENCE OF THE RELEASEE IS ALLEGED OR PROVEN, IT BEING THE INTENTION OF THE PARTIES TO RELEASE THE RELEASEE FROM AND AGAINST ITS ORDINARY, SOLE AND CONTRIBUTORY NEGLIGENCE AND GROSS NEGLIGENCE AS WELL AS LIABILITIES BASED ON THE WILLFUL ACTIONS OR OMISSIONS OF THE RELEASEE AND LIABILITIES BASED ON THEORIES OF STRICT LIABILITY; PROVIDED, HOWEVER, THAT ANY CLAIMS, LIABILITIES, DEBTS OR CAUSES OF ACTION THAT MAY ARISE IN CONNECTION WITH THE FAILURE OF ANY OF THE PARTIES HERETO TO PERFORM ANY OF THEIR OBLIGATIONS HEREUNDER OR UNDER ANY OTHER AGREEMENT RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY OR FROM ANY BREACHES BY ANY OF THEM OF ANY REPRESENTATIONS OR WARRANTIES HEREIN OR IN CONNECTION WITH ANY OF SUCH OTHER AGREEMENTS SHALL NOT BE RELEASED OR DISCHARGED PURSUANT TO THIS AGREEMENT.

Appears in 1 contract

Sources: Share Purchase Agreement (Ion Geophysical Corp)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, (a) Effective immediately upon the Effective Dateoccurrence of the Purchase Time, Named Plaintiffs Hill hereby releases and Settlement Class Membersforever discharges the Company, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsits subsidiaries, and lawyers their respective successors and assigns (collectively, the Releasing PartiesCompany Releasees), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debtsback-wages, liens, contracts, agreements, damages, costsbenefits, attorneys’ fees, lossesdebts, expensesdues, obligationssums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, charges, complaints and demands whatsoever, in law, or demands equity, of any kind whatsoeverand every kind, whether nature and character, known or unknown, existing or potentialwhich against such Company Releasees, or suspected or unsuspectedHill, whether raised by claimhis heirs, counterclaimexecutors, setoffadministrators and legal representatives ever had, or otherwise, including any known or unknown claims, which they may now have or hereafter can, shall or may claim now have for, upon or in by reason of any matter, cause or thing whatsoever from the future beginning of the world to havethe date of this Agreement, specifically but not exclusively, relating to any claims arising out of or in any way related to Hill’s prior employment with the institutionCompany; provided, prosecutionhowever, there shall be excluded from such release (i) any rights of Hill for indemnification (and advancement of expenses) by the Company or settlement GSI (or any successors) pursuant to applicable law or the Company’s certificate of incorporation or by-laws, (ii) any rights of Hill with respect to insurance coverage under any of the LawsuitCompany’s or GSI’s (or any successors) directors and officers liability insurance policies, except for claims relating (iii) any rights of Hill pursuant to the enforcement of the Settlement or this Merger Agreement, and (iv) any rights of Hill under this Agreement. Also, this release shall have no effect on Hill’s right as a stockholder and option holder of the Company to receive payment for his stock and options in accordance with the submission of false or fraudulent claims for Settlement benefitsMerger Agreement. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves (b) Effective immediately upon the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordinglyoccurrence of the Purchase Time, the Parties expressly waive Company, on behalf of itself and each of its subsidiaries, hereby releases Hill and forever discharges Hill, his heirs, executors, administrators and legal representatives (collectively, “Hill’s Releasees”) from any and all claims, causes of their rights under Cal. Civil Code § 1542action, suits, benefits, attorneys’ fees, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, charges, complaints and demands whatsoever, in law, or equity, of any and every kind, nature and character, known or unknown, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATagainst Hill’s Releasees, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California Company or any other jurisdiction. 5. The Parties are aware that they of its subsidiaries, ever had, may now have or hereafter discover claims can, shall or facts in addition to may have for, upon or different by reason of any matter, cause or thing whatsoever from those they now know or believe to be true with respect the beginning of the world to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms date of this Agreement and the SettlementAgreement; provided, including the terms of the judgment to however, there shall be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect excluded from such release Hill’s obligations to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith Company under this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Release Agreement (Excel Technology Inc)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) From and after the Closing, upon the Effective DateSeller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and each of its Affiliates (excluding the Company and the Subsidiaries), hereby releases and forever discharges the Company and the Subsidiaries, and each of their present and former principals, agents, servants, partnersrespective individual, joint venturersor mutual, past and present officers, directors, employees, contractorsrepresentatives and agents, predecessors, successors and assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers in their respective capacities as such (collectively, the “Releasing PartiesCompany Releasees”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suits, claims, debtsClaims, demands, assessmentsactions, obligations, liabilitiescontracts, attorneys’ feesagreements, costs, expenses, rights of action debts and causes of action, of any kind or character Liabilities whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before both at Law and in equity, which the Effective Date Seller or any of its Affiliates (other than the Settlement (Company and the “Named Plaintiffs and Settlement Class Members’ Released Matters”Subsidiaries) now has, have ever had or may hereafter have against the respective Company Releasees by virtue of, or in any manner related to, any actions or inactions with respect to the Company, the Subsidiaries or the operation of their Business arising prior to or contemporaneously with the Closing or on account of or arising out of any such matter, cause or related event occurring contemporaneously with or prior to the allegations Closing, whether or not relating to claims pending on, or asserted after, the Closing. Notwithstanding the foregoing, nothing in this Section 5.06(a) shall in any way limit or otherwise restrict any rights the Complaint Seller or any of its Affiliates may have against the Purchaser or Parent or any of their respective Affiliates arising out of, relating to or in connection with this Agreement or the facts underlying Ancillary Agreement and the Complainttransactions contemplated hereby or thereby. (b) From and after the Closing, including claims thatthe Purchaser, without on behalf of itself and the user’s consentCompany and each of the Subsidiaries, Apple recordedhereby releases and forever discharges the Seller and its Affiliates (and, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating with respect to the Named Plaintiffs Seller, its stockholders), and Settlement Class Members’ Released Matters each of which their respective individual, joint or mutual, past and present officers, directors, employees, representatives and agents, successors and assigns in their respective capacities as such (collectively, the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel “Seller Releasees”) from and for any and all liabilitiesClaims, claims, cross-claims, causes of action, rightsdemands, actions, suits, debts, liensobligations, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind debts and Liabilities whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised both at Law and in equity, which any of the Purchaser, the Company or any of the Subsidiaries now has, have ever had or may hereafter have against the respective Seller Releasees by claim, counterclaim, setoffvirtue of, or otherwisein any manner related to, including any known actions or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true inactions with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intentCompany, the release Subsidiaries or the operation of their Business arising prior to or contemporaneously with the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery Closing or existence on account of or arising out of any additional such matter, cause or different event occurring contemporaneously with or prior to the Closing, whether or not relating to claims pending on, or facts. 6asserted after, the Closing. The amount Notwithstanding the foregoing, nothing in this Section 5.06(b) shall in any way limit or otherwise restrict any rights Parent, the Purchaser or any of their Affiliates may have against the Class Payment pursuant Seller or its Affiliates arising out of, relating to or in connection with this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of or the terms of this Ancillary Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereintransactions contemplated hereby or thereby. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Stock Purchase Agreement (Quanta Services Inc)

Releases. 1. Except (a) As of the Closing, Buyer and its Subsidiaries (including, as otherwise set forth herein or as to obligations created hereby, upon of immediately following the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectivelyClosing, the Acquired Group Companies) (each, a “Releasing PartiesBuyer Person”), separately hereby releases and collectively, will release and discharge Apple forever discharges Seller and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessorsrespective Affiliates, successors, assigns, administratorsformer, representativescurrent or future direct or indirect stockholders, parentsequity holders, shareholderscontrolling persons in each case, subsidiariessolely in their capacities as a direct or indirect equityholder of the Acquired Companies (each, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the a Apple Released PartiesSeller Person), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of suits, covenants, torts, damages and any kind or character and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, whether based on contract (expressof every name and nature, implied, or otherwise), statute, or any other theory of recovery, both at law and whether for compensatory or punitive damages, and whether asserted or unassertedin equity, known or unknown, suspected accrued or unsuspectedunaccrued, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ that have been or could have been asserted against any Released Matters”) arising Seller Person, that any Releasing Buyer Person has or ever had, that arises out of or related in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to their direct or indirect equity ownership of the Acquired Group Companies; provided, however, that the Parties acknowledge and agree that this Section 10.14(a) does not apply to and shall not constitute a release of any rights or obligations to the allegations in the Complaint extent arising under this Agreement or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release any of the Apple Released PartiesAncillary Agreements or claims of Fraud. 2. Except (b) As of the Closing, the Seller, on behalf of itself and its Subsidiaries (excluding, as otherwise set forth herein or as to obligations created herebyof immediately following the Closing, Apple will be deemed to have completely released the Acquired Companies) (each, a Releasing Seller Person”) hereby releases and forever discharged Plaintiffs discharges Buyer, the Acquired Group Companies and Class Counsel each of their respective Affiliates, successors, assigns, former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, members, general or limited partners or other Representatives in each case, solely in their capacities as such (each, a “Released Buyer Person”) from and for any and all liabilitiesdebts, claims, cross-claimsdemands, causes of action, rights, actions, suits, debtscovenants, lienstorts, contractsdamages and any and all claims, agreementsdefenses, damagesoffsets, costsjudgments, attorneys’ fees, losses, expenses, obligations, or demands of any kind and liabilities whatsoever, whether of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Buyer Person, that Seller has or ever had, that arises out of or in any way relates to events, circumstances or actions occurring, existing or potential, taken prior to or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or as of the Closing Date in the future to have, respect of matters relating to the institutionAcquired Group Companies; provided, prosecutionhowever, or settlement of that the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Section 10.14(b) does not apply to and shall not constitute a release of any rights or obligations to the extent arising under this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release Ancillary Agreements or claims of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factsFraud. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Securities Purchase Agreement (Mednax, Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on a. On behalf of their present InterClick and former principalsits predecessors, agentssuccessors, servantsassigns, partnersparent corporations, joint venturerssubsidiary corporations and affiliated corporations, employeesInterClick hereby releases, contractorsremises, acquits, satisfies and forever discharges ▇▇▇▇▇▇▇▇ and his predecessors, successors, assigns, heirs, spousesexecutors, beneficiaries, and present and former agents, present and former representatives and present and former attorneys, whether or not expressly named herein (such persons or entities, individually and collectively, referred to in this Paragraph 9 as the “▇▇▇▇▇▇▇▇ Released Parties"), from any and all claims, demands, damages, suits, remedies, actions and causes of action, debts, sums of money, agreements, promises, losses and expenses of any and every kind or character, whether known, unknown or suspected, whether direct or derivative, for or because of anything done or not done, omitted or suffered to be done by any of the ▇▇▇▇▇▇▇▇ Released Parties, individually and collectively, prior to and including the date by which this Agreement is signed by all of the parties, except for those obligations arising pursuant to this Agreement. b. On behalf of ▇▇▇▇▇▇▇▇ and his heirs, executors, administrators, representatives, insurers, underwriters, accountants, trust administrators and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractorsbeneficiaries, predecessors, successors, assigns, administratorsand any other persons or entities they represents or purports to represent, representatives▇▇▇▇▇▇▇▇ hereby releases, parentsremises, acquits, satisfies and forever discharges InterClick, Options and each of its predecessors, successors, assigns, affiliated corporations, officers, directors, shareholders, subsidiariespresent and former agents, affiliatespresent and former employees, present and former representatives and present and former attorneys, present and former insurers, underwriterswhether or not expressly named herein (such persons or entities, accountantsindividually and collectively, referred to in this Paragraph 9 as the “InterClick and Options Released Parties" from any and all claims, demands, damages, suits, remedies, actions and causes of action, debts, sums of money, agreements, promises, losses and expenses of any and every kind or character, whether known, unknown or suspected, whether direct or derivative, for or because of anything done or not done, omitted or suffered to be done by any of the InterClick Released Parties individually and collectively, prior to and including the date by which this Agreement is signed by all of the parties, except for those obligations arising pursuant to this Agreement. c. On behalf of Options and its predecessors, successors, assigns, parent corporations, subsidiary corporations and affiliated corporations, Options hereby releases, remises, acquits, satisfies and forever discharges ▇▇▇▇▇▇▇▇ and his predecessors, successors, assigns, heirs, executors, beneficiaries, and lawyers present and former agents, present and former representatives and present and former attorneys, whether or not expressly named herein (such persons or entities, individually and collectively, referred to in this Paragraph 9 as the “Apple ▇▇▇▇▇▇▇▇ Released Parties"), separately and collectively, from any and all claims, demands, damages, suits, claimsremedies, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action actions and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contractssums of money, agreements, damagespromises, costs, attorneys’ fees, losses, expenses, obligations, or demands losses and expenses of any and every kind whatsoeveror character, whether known known, unknown or unknown, existing or potential, or suspected or unsuspectedsuspected, whether raised direct or derivative, for or because of anything done or not done, omitted or suffered to be done by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit▇▇▇▇▇▇▇▇ Released Parties, except for claims relating individually and collectively, prior to and including the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that date by which this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound is signed by all of the terms of this Agreement and the Settlementparties, including the terms of the judgment except for those obligations arising pursuant to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Settlement Agreement (interCLICK, Inc.)

Releases. 1. Except (a) Effective as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective DateSeller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of itself and its controlled Affiliates, hereby releases, remises and forever discharges any and all rights and Losses of any type that it or any of its controlled Affiliates has had, now has or might now or hereafter have against the Company and the Purchased Subsidiaries, and each of their respective individual, joint or mutual, past, present and former principalsfuture Representatives, agentssuccessors and assigns (a “Seller Releasee”) arising at or before the Closing, servantsexcept for rights and Losses arising under this Agreement, partnersthe Services Agreement and any other Transaction Documents or other agreements entered into pursuant hereto or thereto, joint venturersincluding with respect to Fraud or as provided by Article VII, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, Section 1.4 and lawyers Section 9.12 (collectively, the “Releasing PartiesSeller Released Claims”). Seller, separately for itself and collectivelyits controlled Affiliates, will release hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any Legal Proceeding against any Seller Releasee, based upon any Seller Released Claim. (b) Effective as of the Closing, the Company, on behalf of itself and discharge Apple the Purchased Subsidiaries, hereby releases, remises and forever discharges any and all rights and Losses of any type that they have had, now have or might now or hereafter have against Seller and its Affiliates, and each of its their respective individual, joint or mutual, past, present and former principalsfuture Representatives, agentssuccessors and assigns (a “Purchaser Releasee”) arising at or before the Closing, servantsexcept for rights and Losses arising under this Agreement, partnersthe Services Agreement and any other Transaction Documents or other agreements entered into pursuant hereto or thereto, joint venturersincluding with respect to Fraud or as provided by Article VII, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, Section 1.4 and lawyers Section 9.12 (collectively, the “Apple Purchaser Released PartiesClaims”). The Company, separately on behalf of itself and collectivelythe Purchased Subsidiaries, from hereby irrevocably covenants to refrain from, directly or indirectly, asserting any and all damagesclaim or demand, suitsor commencing, claimsinstituting or causing to be commenced or voluntarily aiding, debtsany Legal Proceeding against any Purchaser Releasee, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights based upon any Purchaser Released Claim. (c) The Parties acknowledge that this Section 5.16(a) is not an admission of action and causes liability or of action, the accuracy of any kind alleged fact or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may Section 5.16(a) shall not be known. Accordingly, the Parties expressly waive all construed as an admission in any proceeding as evidence of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence an admission by either party of any additional violation or different claims or factswrongdoing. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Purchase and Sale Agreement (VEREIT Operating Partnership, L.P.)

Releases. 1. Except (a) Effective as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective DateSeller, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectivelySigma, the Sigma Entities and their respective Affiliates, successors and assigns (the Seller Releasing Parties”), separately release, acquit, and collectivelyforever discharge Purchaser, will release the Business, and discharge Apple their respective Affiliates, successors and each assigns, together with all of its their respective past, present and former principalsfuture managers, directors, officers employees, partners, members, shareholders, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers representatives (collectively, the “Apple Seller Released Parties”), separately and collectively, from any and all damagesmanner of claims, Actions, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, of any kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, demands and whether asserted liabilities whatsoever in law or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoeverequity, whether known or unknown, existing liquidated or potentialunliquidated, fixed, contingent, direct or indirect, which any of the Seller Releasing Parties ever had, has or may have against any of the Seller Released Parties for, upon, or suspected by reason of any matter, transaction, act, omission or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now thing whatsoever arising under or in connection with any of the future Seller Released Parties, from the beginning of time up to have, and including the Closing Date arising out of or relating to the institutionBusiness (“Seller Released Claims”); provided, prosecutionthat (i) the Seller Released Claims shall not include any claims of the Seller Releasing Parties arising under this Agreement or the Ancillary Agreements and (ii) nothing in this Section 4.19(a) shall affect the scope of, or settlement shall operate, or be deemed to operate, as a limitation of Purchaser’s indemnification obligation under Article IX with respect to, any of the LawsuitAssumed Liabilities specifically addressed in Section 1.3. (b) Effective as of the Closing, except for claims Purchaser and its Affiliates, successors and assigns (the “Purchaser Releasing Parties”), release, acquit, and forever discharge Seller, Sigma, the Sigma Entities, and their respective Affiliates, successors and assigns, together with all of their respective past, present and future managers, directors, officers employees, partners, members, shareholders, agents, and representatives (the “Purchaser Released Parties”), from any and all manner of claims, Actions, suits, damages, demands and liabilities whatsoever in law or equity, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect, which any of the Purchaser Releasing Parties ever had, has or may have against any of the Purchaser Released Parties for, upon, or by reason of any matter, transaction, act, omission or thing whatsoever arising under or in connection with any of the Purchaser Released Parties, from the beginning of time up to and including the Closing Date arising out of or relating to the enforcement Business (“Purchaser Released Claims”); provided, that (i) the Purchaser Released Claims shall not include any claims of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Purchaser Releasing Parties mutually and expressly acknowledge and agree that arising under this Agreement fully or the Ancillary Agreements and finally releases and fully resolves (ii) nothing in this Section 4.19(b) shall affect the claims released in Sections H.1 and H.2 abovescope of, including any claims that may not or shall operate, or be known. Accordinglydeemed to operate, as a limitation of Seller’s indemnification obligation under Article IX with respect to, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYExcluded Liabilities specifically addressed in Section 1.4. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Asset Purchase Agreement (Viavi Solutions Inc.)

Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon the Effective Date, Named Plaintiffs (a) Employee does hereby for himself and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, for his heirs, spouses, beneficiariesdevisees, executors, administrators, personal representatives, insurerslegal representatives, underwritersbeneficiaries, accountantssuccessors (including successors in any fiduciary capacity), assigns, and lawyers any and all other persons who might ever claim by, through or under him, acting as such (collectively, the “Releasing PartiesEmployee Related Persons”), separately release, acquit, and collectivelyforever discharge the Bank, will release together with any and discharge Apple all affiliated or related businesses or corporations, as well as its and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, their predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurersagents, underwritersofficers, accountantsdirectors, management, shareholders, employees, representatives, and lawyers attorneys, whether past or present, both known and unknown, in both their individual and agency capacities (collectively, the “Apple Released PartiesBank Entities”), separately jointly and collectivelyseverally, from any and all damages, suits, claims, debts, demands, assessmentslosses, obligations, liabilities, attorneys’ feesproceedings, costs, expenses, rights of action and causes of action, of any kind or character orders, obligations, contracts, agreements, debts, and liabilities whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before at both law and equity, arising from the beginning of time through and including the Effective Date (collectively, “Claims”), including, but not limited to, any and all Claims and/or demands for back pay, reinstatement, hire or re-hire, front pay, stock options, group insurance, or employee benefits of whatsoever kind (except on rights expressly provided for herein), any and all Claims for monies or expenses, any and all Claims arising out of or relating to the cessation of Employee’s employment with Bank, any and all Claims for breach of contract or Employee’s failure to obtain employment at any other Bank or with any other person or employer, any and all Claims of violation of any state or federal anti-discrimination statutes or regulations, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and the Older Workers Benefit Protection Act, and any and all Claims of wrongful termination, public policy, tort, retaliation, breach of contract, tortious interference, defamation, intentional or negligent infliction of emotional distress and/or demands for attorneys’ fees and legal expenses. (b) The Parties acknowledge and agree that the releases and covenant contained in Paragraphs 13 and 14 do not affect the rights or obligations of either Party arising under this Agreement or rights Employee has to 401(k), pension benefits or benefits payable as set forth in the Directors Defined Benefit Plan Agreement and the Directors Defined Benefit Plan Adoption Agreement, if any, under the terms of the applicable 401(k) or other plan documents and amendments thereto. (c) Employee warrants and represents that the respective Claims and rights released under this Agreement have not been assigned in whole or in part. (d) Notwithstanding the foregoing release and waiver of all legal rights and claims, Employee’s right of continued indemnification for any act and omission done by Employee in good faith in the course and scope of his employment or as a director shall continue, pursuant to all applicable contracts of insurance held by the Bank now or in the future, and all applicable Bank by-laws, policies and practices. (e) The Bank hereby releases Employee from all restrictions on future employment or any work association with competitors, and from any covenant not to compete by which Employee’s work activities purportedly are restricted as set forth in the Special Separation Agreement, except as set forth in Paragraph 18 below. Employee’s obligation not to disclose the Bank’s trade secrets, proprietary or confidential information shall not be affected by this paragraph or this release. (f) The Bank hereby releases Employee from any claims actually known to the Bank as of the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties. 2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits. 3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other jurisdiction. 5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or facts. 6. The amount of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for herein. 7. No person shall have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.

Appears in 1 contract

Sources: Separation and Release Agreement (National Bancshares Corp /Oh/)