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 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) 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 (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) 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. 13.1. Except as otherwise set forth herein or as to obligations created hereby, upon Upon the Effective Date, Named Plaintiffs Lead Plaintiff and each of the Settlement Class Members, on their own behalf and on behalf of themselves and each of their present and former principalsrespective officers, directors, shareholders, employees, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirspersonal representatives, spouses, beneficiariessubsidiaries, trustees, heirs, executors, administrators, representatives, insurers, underwriters, accountantssuccessors and assigns, 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 Person claiming (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 future) to be acting on behalf of any of them, in their capacities as such, and regardless of whether Lead Plaintiff or any such Settlement Class Member ever seeks or obtains by any means, including, without limitation, by submitting a Claim Form, any distribution from the Settlement Fund, shall be deemed to have, relating to the institution, prosecution, or settlement and by operation of the LawsuitJudgment shall have, except for claims relating fully, finally, and forever released, relinquished, and discharged all Released Plaintiffs’ Claims against the Released Defendant Persons and shall have covenanted not to sue the enforcement Released Defendant Persons with respect to all such Released Plaintiffs’ Claims, and shall be permanently barred and enjoined from instituting, commencing, participating in, continuing, maintaining, asserting or prosecuting, whether directly or indirectly, whether in the United States or elsewhere, whether on their own behalf or on behalf of any class or any other Person, any Released Plaintiffs’ Claim against the Released Defendant Persons; provided, however, that nothing herein shall bar any action or claim to enforce the terms of the Settlement or this Agreementthe Judgment entered pursuant thereto.
3.2. Upon the Effective Date, each of the Defendants, 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 each of their rights under Cal. Civil Code § 1542respective officers, 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 THATdirectors, IF KNOWN BY HIM OR HERcontrolling shareholders, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
4. The Parties also expressly waive all rights under employees, agents, personal representatives, spouses, subsidiaries, trustees, heirs, executors, administrators, successors and assigns, and any other statutes, legal decisions, Person claiming (now or common law principles of similar effect to Cal. Civil Code § 1542, whether under in 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 future) to be true acting on behalf of any of them, in their capacities as such, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Defendants’ Claims against the Released Plaintiff Persons and shall have covenanted not to sue the Released Plaintiff Persons with respect to all such Released Defendants’ Claims, and shall be permanently barred and enjoined from instituting, commencing, participating in, continuing, maintaining, asserting or prosecuting, whether directly or indirectly, whether in the matters underlying United States or elsewhere, any Released Defendants’ Claim against the Lawsuit. In furtherance of the Parties’ intentReleased Plaintiff Persons; provided, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters however, that nothing herein shall remain in full and complete effect notwithstanding discovery bar any action or existence of 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 the terms of this Agreement and the Settlement, including enforce 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, Settlement 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 CourtJudgment entered pursuant thereto.
Appears in 2 contracts
Sources: Stipulation of Settlement, Stipulation of Settlement
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 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 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 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. 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 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 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 attorneys’ intent, 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 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 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 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 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 attorneys’ intent, 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 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 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 (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 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 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 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 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 attorneys’ intent, 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 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 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) 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 (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 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, 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 (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 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 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 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. 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 a. Subject to the allegations in the Complaint or the facts underlying the Complaintprovisions of Section 10(d) hereof, 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 immediately upon consummation of this Agreement and the Settlementtransactions contemplated hereby,
(i) each of the Securities Purchase Agreement, dated as of July 27, 1998, between the Company and the Buyer, the Registration Rights Agreement, dated as of July 27, 1998, each as heretofore amended, and each of the agreements (and any amendments thereof) ancillary to each of them, and
(ii) each of the Securities Purchase Agreement, dated as of February 8, 1999, between the Company and the Buyer, the Registration Rights Agreement, dated as of February 8, 1999, each as heretofore amended, and each of the agreements (and any amendments thereof) ancillary to each of them shall terminate and be of no further force and effect, and the parties shall have no continuing obligations under of said prior agreements.
b. Subject to the provisions of Section 10(d) hereof, the Company (for itself and on behalf of each of its officers, directors, shareholders, employees, affiliates and representatives; collectively the "Company Group Members") hereby releases and forever discharges the Buyer and each of the other Covered Buyers and their respective successors and assigns, successors in interest and nominees (collectively, the "Buyer Group Members") from and with respect to any and all claims, demands or causes of action whatsoever, in law or in equity, fixed or contingent, whether known or unknown and whether asserted or not, which the Company may have had, may now have or may hereafter acquire with respect to any matters whatsoever, arising or relating to actions taken or omitted at any time from the beginning of the world through and including the Closing Date, including with respect to any transactions or relating to or arising from any prior purchase agreement, registration rights agreement or any other document or agreement between the terms Company and the Buyer or either one of them in favor of the judgment other and executed prior to be entered in the Lawsuit and Closing Date (howsoever denominated, collectively, the releases provided for herein.
7"Prior Agreements"). No person shall The Company also fully waives any offsets it may have any claim of any kind against the Parties, their counsel, or the Settlement Administrator with respect to the Settlement amounts owed under the Prior Agreements. In addition, the Company represents, warrants and covenants that it has not, and as of the Closing Date it will not have, sold, assigned, transferred or otherwise conveyed to any other person or entity all or any portion of its rights, claims, demands, actions or causes of action herein released.
c. Subject to the provisions of Section 10(d) hereof, the Buyer (for itself and on behalf of each of the Buyer Group Members) hereby releases and forever discharges the Company and each of the other Company Group Members from and with respect to any and all claims, demands or causes of action whatsoever, in law or in equity, fixed or contingent, whether known or unknown and whether asserted or not, which the Buyer may have had, may now have or may hereafter acquire with respect to any matters set forth hereinwhatsoever, arising or based relating to actions taken or omitted at any time from the beginning of the world through and including the Closing Date, with respect to the Prior Agreements; provided, however, that the foregoing release shall not apply with respect to any claims relating to any indemnity obligations of any Company Group Member in favor of any one or more Buyer Group Members that are referred to in or contemplated by the Prior Agreements. The Buyer also fully waives any offsets it may have with respect to the amounts owed under the Prior Agreements. In addition, the Buyer represents, warrants and covenants that it has not, and as of the Closing Date it will not have, sold, assigned, transferred or otherwise conveyed to any other person or entity all or any portion of its rights, claims, demands, actions or causes of action herein released.
d. The releases in the preceding paragraphs of this Section 10 (i) are effective only on determinations or distributions made substantially in accordancewith the consummation of the transactions contemplated by this Agreement and (ii) do not apply to any claims arising out of this Agreement, the Final Approval Order, other Transaction Agreements or any other agreements entered into between the Final Judgment, Company and the Buyer on or further order(s) of after the Courtdate hereof.
Appears in 1 contract
Sources: Exchange Agreement (Univec 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.
(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
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon 12.1 As of the Effective Date, Named Plaintiffs and all Settlement Class MembersMembers (who do not timely opt-out of the Settlement) (collectively, “Releasors”), and each of their respective, executors, representatives, heirs, successors, bankruptcy trustees, guardians, wards, agents and assigns, and all those who claim through them or who assert claims on their own behalf shall automatically be deemed to have fully and on behalf irrevocably released and forever discharged Defendants and each of their 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, employees, independent contractors, predecessorswholesalers, assignsresellers, heirsdistributors, 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, 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, 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 Class Representative 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 in any way, directly or indirectly, relating to the allegations (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, Action; or failed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating (b) any conduct prior to the Named date of final settlement approval that
12.2 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 (a) by section 1542 of the California Civil Code, or demands (b) by any law of any kind whatsoever, whether known state or unknown, existing or potentialterritory of the United States, or suspected or unsuspectedprinciple of common law, whether raised by claimwhich is similar, counterclaim, setoffcomparable, 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 Paragraph 12.1 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 1 contract
Sources: Class Action Settlement Agreement
Releases. 1. Except as otherwise set forth herein or as to obligations created herebya. DDS US, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present itself and former principalsits officers, agentsdirectors, servantsaffiliates and shareholders does hereby forever release, partnerscancel, joint venturersforgive and forever discharge HEC, employeesHSF, contractorsIntel, predecessorsLo Fiego and Zapparoli from all actions, assignsclaims, heirsdemands, spousesdamages, beneficiariesobligations, executorsliabilities, administrators, representatives, insurers, underwriters, accountants, controversies and lawyers executions (collectively, the “Releasing PartiesClaims”), separately of any kind or nature whatsoever, in law or in equity, which any of them ever had, now has, or hereafter can, shall or may have against HEC, HSF, Intel, Lo Fiego or Zapparoli, known or unknown, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of this Release.
b. Each of HEC, HSF, Intel, Lo Fiego and collectivelyZapparoli, will release on behalf of itself and its officers, directors, affiliates and shareholders, if any, does hereby forever release, cancel, forgive and forever discharge Apple DDS US 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, insurersdivisions, underwriters, accountantssuccessors and assigns, and lawyers (collectivelyall of their officers, the “Apple Released Parties”)directors, separately agents and collectively, employees 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 (expressin law or in equity, impliedwhich he, she or it ever had, now has, or otherwise)hereafter can, statuteshall or may have against DDS US or any of its predecessors, subsidiaries, affiliates, divisions, successors and assigns, or any other theory of recoverytheir of their officers, directors, agents and whether for compensatory or punitive damages, and whether asserted or unassertedemployees, known or unknown, suspected for, upon or unsuspectedby reason of any matter, occurring before cause or thing whatsoever, from the Effective Date beginning of the Settlement world to the date of this Release.
c. No Party nor anyone on his or its behalf, shall assert or file any claim, complaint, charge, suit or action against the other Party or person released pursuant hereto (the “Named Plaintiffs and Settlement Class Members’ Released MattersReleasee”) arising out of any matter released pursuant to Sections 1(a)-(b) above. In the event that any claim, complaint, charge, suit or related action is asserted or filed in breach of this Section, each affected Party or Releasee shall be entitled to recover from the allegations in the Complaint releasing Party or the facts underlying the ComplaintParties his, her or its costs, including claims thatattorney fees, without the user’s consent, Apple recorded, disclosed incurred in defending against such action.
d. Claims released pursuant to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will this Release include claims relating to based on or arising out of fraud, negligence, gross negligence, libel, slander or other tortuous act on the Named Plaintiffs and Settlement Class Members’ Released Matters part of which the Releasing Parties are presently unaware any Party 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 PartiesReleasee.
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 e. Each 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 it may hereafter discover claims facts different from, or facts in addition to or different from to, those they which it now know or believe believes to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs any 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 Claims herein released.
f. Each Party acknowledges that it is fully informed and aware of its rights to receive independent legal advice regarding the advisability of entering into this Agreement Release and has received such independent legal advice as it deems necessary with regard to the Settlement, including the terms advisability of executing this Release. Each Party further acknowledges that it has made an investigation of the judgment facts pertaining to be entered this Release as it has deemed necessary, and, further, acknowledges that it has not relied upon any statement or representation of others, other than as set forth herein or in the Lawsuit and the releases provided for hereinMOU.
7. No person shall have g. This Release does not release any claim of any kind against the PartiesParty from such Party’s covenants, their counselobligations, representations, warranties and agreements set forth in this Release 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 CourtMOU.
Appears in 1 contract
Releases. 1. Except (a) Effective as otherwise set forth herein or as of the Closing, Seller and, to obligations created herebythe extent Seller has the authority to bind such Person, upon the Effective Dateeach of its past and present stockholders, Named Plaintiffs and Settlement Class Membersofficers, on their own behalf and on behalf of their present and former principalsdirectors, attorneys, successors, assigns, employees, agents, servants, parent companies, subsidiaries, affiliates, related corporations, partners, joint venturers, employees, contractorsrepresentatives, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsindemnitors, and lawyers (collectivelycreditors, the “Releasing Parties”)hereby release, separately covenant not to ▇▇▇, acquit and collectively, will release forever discharge Purchaser and discharge Apple its Affiliates including all Foreign Entities and each of its present and former principalstheir respective stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, attorneys, parent companies, subsidiaries, Affiliates related corporations, partners, joint venturersrepresentatives, predecessors, insurers, indemnitors, and any and all persons acting by, through, under or in concert with any of them, from any claims arising prior to the Closing; provided, however that this release shall not include a release of any rights under this Agreement.
(b) Effective as of the Closing, Purchaser and, to the extent Purchaser has the authority to bind such Person, and each of its past and present stockholders, officers, directors, officers, managers, employees, contractors, predecessorsattorneys, successors, assigns, administratorsemployees, representativesagents, parentsservants, shareholdersparent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, underwriters, accountantsindemnitors, and lawyers (collectivelycreditors, the “Apple Released Parties”)hereby release, separately covenant not to ▇▇▇, acquit and collectivelyforever discharge Seller and its Affiliates and each of their respective stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, attorneys, parent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, indemnitors, and any and all Persons acting by, through, under or in concert with any of them, from any and all damagesclaims arising prior to the Closing; provided, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, however that this release shall not include a release 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 rights under this Agreement, and for . (signatures follow on 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.next page)
Appears in 1 contract
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Executive, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principalshimself, agentshis descendants, servants, partners, joint venturers, employees, contractors, predecessors, assignsdependents, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsassigns, and lawyers (collectivelysuccessors, the “Releasing Parties”)and each of them, separately hereby acknowledges full and collectively, will release complete satisfaction of and discharge Apple covenants not to ▇▇▇ and fully releases and discharges Company and each of its present parents, subsidiaries and former principalsaffiliates, agentspast and present, servants, partners, joint venturersas well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, contractorsstockholders, predecessors, successorsrepresentatives, assigns, administratorsand successors, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantspast and present, and lawyers (collectivelyeach of them, hereinafter together and collectively referred to as the “Apple Released Parties”), separately Releasees,” with respect to and collectively, from any and all damagesclaims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, claimscauses of action, obligations, debts, demandscosts, assessments, obligations, liabilitiesexpenses, attorneys’ fees, costsdamages, expensesjudgments, rights orders and liabilities of action and causes of action, of any whatever kind or character whatsoevernature in law, equity or otherwise, 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, now known or unknown, suspected or unsuspected, occurring before and whether or not concealed or hidden (each, an “Executive Claim”), which he now owns or holds or he has at any time heretofore owned or held or may in the Effective Date future hold as against any of the Settlement said Releasees (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) including, without limitation, any Executive Claim arising out of or related to the allegations in the Complaint any way connected with Executive’s service as an officer, director, employee, member or the facts underlying the Complaintmanager of any Releasee, including claims thatExecutive’s separation from his position as an officer, without the user’s consentdirector, Apple recordedemployee, disclosed to third partiesmanager and/or member, as applicable, of any Releasee, or failed to deleteany other transactions, 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 occurrences, acts or which the Releasing Parties do not presently suspect to exist whichomissions or any loss, 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 damage 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 whatsoeverinjury whatever), whether known or unknown, existing or potential, or suspected or unsuspected, whether raised resulting from any act or omission by claim, counterclaim, setoffor on the part of said Releasees, or otherwiseany of them, including committed or omitted prior to the date of Executive’s execution of this Separation Agreement including, without limiting the generality of the foregoing, any known Executive Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, Section 17200 of the California Business and Professions Code, or any other federal, state or local law, regulation, or ordinance, or any Executive Claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation or disability; provided however, that the foregoing release shall not apply to any obligation of Company to Executive pursuant to any of the following: (1) any obligation created by or arising out of this Separation Agreement, (2) any right to indemnification that Executive may have pursuant to the Indemnification Agreement, dated July __, 2014, between Executive and Company or under California Labor Code Section 2802; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; or (4) any vested rights under any Company benefit plans, including, but not limited to payment of benefits that Executive may have under a retirement plan sponsored or maintained by Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, this release does not cover any Executive Claim that cannot be so released as a matter of applicable law. Executive does not release or waive his right to enforce this Separation Agreement.
(b) Executive intends that this Separation Agreement also operates as a waiver of all presently unknown claims, which they have injuries, and/or damages, whether developed or may claim undeveloped, even those now unknown or in unsuspected. Thus, Executive expressly waives the future to have, relating to the institution, prosecution, or settlement provisions of Section 1542 of the LawsuitCalifornia Civil Code, except for which reads: “A general release does not extend to claims relating which the creditor does not know or suspect to exist in his or her favor at the enforcement time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Thus, notwithstanding the provisions of Section 1542 of the Settlement or this AgreementCalifornia Civil Code, and for the submission purpose of false implementing the full and complete release and discharge intended by the Parties, Executive expressly acknowledges that this Separation Agreement is intended to include in its effect, without limitation, claims and causes of action which Executive does not know of or fraudulent suspect to exist in his favor at the time of execution of this Separation Agreement and that Executive intends by this Separation Agreement to extinguish all such claims for Settlement benefitsand causes of action.
3. The Parties mutually (c) Executive warrants and expressly acknowledge represents that Executive has not heretofore assigned or transferred to any person not a party to this Separation Agreement any released matter or any part or portion thereof and agree that this Agreement he shall defend, indemnify and hold Company and each of its affiliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed.
(d) Company, on behalf of itself, its Board of Directors and each of its parents, subsidiaries and affiliates, and each of them, hereby covenants not to ▇▇▇ Executive and fully and finally releases and fully resolves discharges Executive, his descendants, dependents, heirs, executors, administrators, assigns, attorneys, advisors, and successors, hereinafter together and collectively referred to as the claims released “Executive Releasees,” with respect to and from any and all claims, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in Sections H.1 law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and H.2 abovewhether or not concealed or hidden (each, including any claims that may not be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542a “Company Claim”), 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 THATit now owns or holds or it has at any time heretofore owned or held or may in the future hold as against Executive (including, IF KNOWN BY HIM OR HERwithout limitation, 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 statutesCompany Claim arising out of or in any way connected with Executive’s service as an officer, legal decisionsdirector, employee, or common law principles independent contractor of similar effect to Cal. Civil Code § 1542Company, whether under the law of California or any other jurisdiction.
5. The Parties are aware that they may hereafter discover claims transactions, occurrences, acts or facts in addition to omissions or different any loss, damage or injury whatever), resulting from those they now know any act or believe to be true with respect omission by or on the part of said Executive, committed or omitted prior to the matters underlying the Lawsuit. In furtherance date of the Parties’ intentCompany’s execution of this Separation Agreement; provided, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters that, Company Claim shall remain in full and complete effect notwithstanding discovery or existence not include any claim arising out of any additional act or different failure to act by Executive that constitutes gross negligence, willful misconduct or fraud, which claims or factsare expressly excluded in their entirety from the foregoing release and are unaffected thereby.
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 (Avalanche Biotechnologies, Inc.)
Releases. 1. a. Except as otherwise set forth herein or as to obligations created herebyprovided herein, upon Marino hereby releases and discharges the Effective DateCompany and its present and former subsidiaries, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principalsdirectors, 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, managing directors, officers, managersprincipals, control persons, stockholders, employees, contractorsagents, predecessors, successors, assignsattorneys, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (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 hereinafter referred 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 "Releasees") from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightsaccounts, actionsagreements, bonds, bills covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, debtssums of money, lienstrespasses and variances whatsoever, in law, admiralty or equity (collectively, "Claims"), which, against any of them, Marino, his agents, attorneys, administrators, successors and assigns ever had or now has or have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement.
b. Except as otherwise provided herein, the Company hereby releases and discharges Marino and his present and former agents, attorneys, administrators, successors and assigns (hereinafter referred to as the "Company Releasees") from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, agreementscontroversies, claims, damages, costsdemands, attorneys’ feesdebts, lossesdues, expensesextents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, in law, admiralty or demands equity (collectively, "Company Claims"), which, against any of them, the Company, its agents, attorneys, administrators, successors and assigns ever had or now has or have, for, 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 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, 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 Agreement (Spectrum Information Technologies Inc)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, Effective upon Buyer’s receipt of the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Payment:
(a) Buyer on behalf of their present itself and former principalsits parent companies and any subsidiaries, agents, servants, partners, joint venturers, employees, contractorsaffiliates, predecessors, assignsand successors, and its current and former officers, directors, shareholders and employees in their capacities as such and the heirs, spousespredecessors, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns of each (collectively, the “Releasing PartiesBuyer Releasors”), separately shall release, acquit and collectively, will release forever discharge Seller and discharge Apple its parent companies 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, accountantspredecessors, and lawyers successors, and its current and former officers, directors, shareholders and employees in their capacities as such and the heirs, predecessors, successors and assigns of each (collectively, the “Apple Released PartiesSeller Releasees”)) from all actions, 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, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands that arise out of or in any kind or character whatsoeverway relate to the Indemnification Claims, whether based on contract (expressin law, implied, admiralty 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 which against the Seller Releasees, the Buyer Releasors now have or unsuspectedhereafter can, occurring before shall or may have; and
(b) Seller on behalf of itself and its parent companies and any subsidiaries, affiliates, predecessors, and successors, and its current and former officers, directors, shareholders and employees in their capacities as such and the Effective Date heirs, predecessors, successors and assigns of the Settlement each (collectively, the “Named Plaintiffs Seller Releasors”), shall release, acquit and Settlement Class Members’ Released Mattersforever discharge Buyer and its parent companies and subsidiaries, affiliates, predecessors, and successors, and its current and former officers, directors, shareholders and employees in their capacities as such and the heirs, predecessors, successors and assigns of each (collectively, the “Buyer 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 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, liensdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, costsjudgments, attorneys’ feesextents, lossesexecutions, expenses, obligations, claims and demands that arise out of or demands of in any kind whatsoeverway relate to the Indemnification Claims, whether in law, admiralty or equity, known or unknown, existing or potentialwhich against the Buyer Releasees, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they the Seller Releasors now have or hereafter can, shall 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
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Zacharin, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present himself and former principalshis representatives, agents, servants, partners, joint venturers, employees, contractors, predecessors, assignsattorneys, heirs, spouses, beneficiaries, executors, administratorsestates, representatives, insurers, underwriters, accountantssuccessors, and lawyers (collectivelyassigns, the “Releasing Parties”)hereby releases, separately remises, acquits, satisfies and collectively, will release forever discharges Fuse Science and discharge Apple and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administratorsaffiliated entities, representativesdirectors, parentsofficers, shareholderspresent and former agents, subsidiariespresent and former representatives and present and former attorneys, affiliateswhether or not expressly named herein (such persons or entities, insurers, underwriters, accountants, individually and lawyers (collectively, referred to in this Section 5 as the “Apple Fuse Science Released Parties”), separately 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 Fuse Science Released Parties, individually and collectively, prior to and including the Effective Date, except for those obligations arising pursuant to this Agreement.
(b) Fuse Science, on behalf of itself and its representatives, agents, attorneys, heirs, executors, estates, successors, assigns and predecessors, hereby releases, remises, acquits, satisfies and forever discharges Zacharin and his predecessors, successors, assigns, heirs, executors, estates, 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 Section 5 as the “Zacharin Released Parties”), 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 LawsuitZacharin Released Parties, individually and collectively, prior to and including the Effective Date, 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 obligations arising 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 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
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon Each Obligor (for itself and its Subsidiaries and Affiliates and 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, predecessorssuccessors, 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 collectivelyirrevocably release, will release waive and forever discharge Apple each of the Supporting Holders, together with each of their respective Affiliates and investment managers, and each of its present and former principals, agents, servants, partners, joint venturers, the directors, officers, managersmembers, employees, contractorsagents, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, attorneys and lawyers consultants of each of the foregoing (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, suitsdebts, claims, debts, demands, assessmentsallegations, 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 thing whatsoever done or omitted to be done, in the future to haveeach case, relating on or prior to the institutiondate hereof directly arising out of, prosecution, connected with or settlement of the Lawsuit, except for claims relating related 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 JudgmentSecured Notes Indenture or any other Secured Notes Document, or further order(s) any act, event or transaction related or attendant thereto, or the agreements of any Supporting Holder contained therein, or the possession, use, operation or control of any of the Courtassets of any Obligor. Each Obligor represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.
Appears in 1 contract
Sources: Forbearance Agreement (Egalet Corp)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) The Company hereby remises, upon the Effective Datereleases, Named Plaintiffs and Settlement Class Members, on their own behalf forever discharges and on behalf of their present by these presents does for itself and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, its successors and assigns, remise, release, and forever discharge the Executive and his heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors 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, assigns from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which it ever had, now has or which may hereafter accrue or which it, its successors or assigns, hereafter can, shall or may have for, upon or by reason of any kind matter from the beginning of the world to the day of the date of these presents; provided, however, it is confirmed herewith that this release does not affect the rights or character whatsoeverobligations of the Company or the Executive under or pursuant to (i) the Security Agreement and other related documents, whether based on contract (expressii) the Indemnification Agreement, implied(iii) the Options, or otherwise(iv) this Agreement (the "Excluded Agreements").
(b) The Executive hereby remises, statute, or any other theory of recoveryreleases, and whether forever discharges and by these presents does for compensatory or punitive damageshimself and his successors and assigns, remise, release, and whether asserted or unassertedforever discharge the Company, known or unknownits subsidiaries, suspected or unsuspectedaffiliates, occurring before directors, officers and stockholders (collectively, the Effective Date "Company Releasees") and successors and assigns of the Settlement (the “Named Plaintiffs Company Releasees from all manner of action and Settlement Class Members’ Released Matters”) arising out of or related to the allegations in the Complaint or the facts underlying the Complaintactions, 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 cause 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, liensdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, costsjudgments, attorneys’ feesexecutions, lossesclaims and demands whatsoever, expensesin law or in equity, obligationswhich the Executive ever had, now has or demands which may hereafter accrue or which the Executive, his successors or assigns, hereafter can, shall or may have for, upon or by reason of any kind matter from the beginning of the world to the day of the date of these presents; provided, however it is confirmed herewith that this release does not affect the rights or obligations of the Executive or the Company Releasees under or pursuant to the Excluded Agreements.
(c) The Company and the Executive affirm that no representation of fact or opinion has been made to induce the giving of the releases provided by this Section 10 (the "Releases") other than as specifically set forth herein and that it is therefore specifically agreed that the Releases shall be a complete bar to any and all claims, suits or damages 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 factsExcluded Agreements.
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
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 (a) The Circle Receiver on behalf of their present (i) himself and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, each of his heirs, spouses, beneficiaries, executors, administratorssuccessors and assigns and (ii) Circle Trust and each of its subsidiaries, representatives, insurers, underwriters, accountantstrusts, and lawyers their respective successors and assigns (collectively, the “Releasing Parties”), separately "Circle Releasors") hereby irrevocably releases and collectively, will release and discharge Apple forever discharges (A) the Northshore Receiver and each of its present and former principals, agents, servantshis affiliates, partners, joint venturersand his and their respective heirs, directorsexecutors, officers, managers, employees, contractors, predecessors, successors, successors and assigns, administratorsand (B) each of the Northshore Asset Management, representativesLLC ("NSAM"), parentsNSCT, shareholdersLLC ("NSCT"), subsidiaries▇▇▇▇▇▇▇▇ Capital Management, affiliatesL.P. ("SCM"), insurersArdent Research Partners, underwritersL.P. ("Ardent L.P."), accountantsArdent Research Partners, Ltd. ("Ardent Ltd.") and lawyers each other affiliate of NSAM that is an entity or fund (collectively, the “Apple Released Parties”"Northshore Entities"), separately and their respective subsidiaries, successors and assigns (collectively, the "Northshore Releasees"), from any and all damagesclaims, suitsproceedings, claimsrights, demands, remedies, contracts, agreements, debts, demands, assessments, obligations, liabilities, attorneys’ feesorders, costs, expenses, rights of action obligations and causes of action, of any kind or character action 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 law or in equity or otherwise, which the Effective Date Circle Receiver or any of the Settlement (other Circle Releasors now has, ever had or may hereafter have against the “Named Plaintiffs and Settlement Class Members’ Released Matters”) Northshore Receiver and/or the other Northshore Releasees or any of them due to, arising out of from, or related in connection with, any action, matter, thing or omission occurring or existing on or prior to the allegations in the Complaint or the facts underlying the Complaintdate hereof, including claims thatincluding, 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 any and all liabilitieslimited to, claims, cross-claims, causes of actionproceedings, rights, actionsdemands, suits, debts, liensremedies, contracts, agreements, damagesdebts, costsliabilities, attorneys’ feesorders, lossesobligations and causes of action under, expensesrelating to or arising from (x) the Promissory Note, obligationsdated June 23, 2004, in the principal amount of $1,028,000, payable by NSCT to Circle Trust and (y) the Stock Purchase Agreement, dated as of June 18, 2004, by and among NSCT, Capital Investments Management, Ltd. and Circle Trust and any agreement, instrument or certificate relating thereto or delivered in connection therewith. Notwithstanding anything contained in this Section 7(a) to the contrary, the Circle Receiver shall retain and not release or discharge (x) any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, (i) arising under or to enforce this Agreement and the Existing Agreement (as defined below) or (ii) against any officer, director, member, partner or employee of the Northshore Entities (excluding the Northshore Receiver or any of his partners, employees, officers, or demands other representatives) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by the Northshore Receiver under Section 7(b). No later than ten days after the Effective Date, the Circle Receiver, on behalf of Circle Trust and himself, shall withdraw proof of claim no. 99, filed on September 9, 2005, in the case (the "Receivership Proceedings") captioned Securities and Exchange Commission v. Northshore Asset Management, LLC, et al., Case No. 05-CV-2192 (RO), pending in the District Court in its entirety, with prejudice and such claim shall be disallowed in its entirety and expunged from the schedule or register of filed claims or interests in such Receivership Proceedings. Other than the right to enforce this Agreement, the Circle Receiver agrees it will have no claims in the Receivership Proceedings.
(b) The Northshore Receiver on behalf of (i) himself and each of his heirs, executors, successors and assigns and (ii) the Northshore Entities and each of their respective subsidiaries, successors and assigns (collectively, the "Northshore Releasors") hereby irrevocably releases and forever discharges (A) the Circle Receiver and each of his heirs, executors, successors and assigns and (B) Circle Trust and each of its subsidiaries, and each of their respective successors and assigns (collectively, the "Circle Releasees") from any kind and all claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, at law or in equity or otherwise, including which the Northshore Receiver or any known of the other Northshore Releasors now has, ever had or unknown may hereafter have against the Circle Receiver and/or the other Circle Releasees or any of them, due to, arising from, or in connection with, any action, matter, thing or omission occurring or existing on or prior to the date hereof. Notwithstanding anything contained in this Section 7(b) to the contrary, the Northshore Receiver and the other Northshore Entities shall retain all and not release or discharge any claims, which they have proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever arising out of or may related to (x) the Northshore Receiver's claim now for the return of $9 million of investor funds transferred by NSAM or an affiliate thereof to Circle Trust on or about August 27, 2004, (y) the common stock of Circle Trust owned by one or more Northshore Releasors or (z) this Agreement and/or the Existing Agreement (or any right to enforce the same). No later than ten days after the Effective Date, the Northshore Receiver shall amend the proof of claim (the "Ardent Claim") filed on or about April 14, 2006 in Circle Trust's receivership proceeding by the future Northshore Receiver as Receiver for Ardent L.P. and Ardent Ltd., solely to haveeliminate any claims related to (i) NSAM's transfer of the Subject Securities to Circle Trust and (ii) the Northshore Entities' contribution of $3.9 million dollars to Circle Trust in August and September, relating 2004 in satisfaction of the Connecticut Department of Banking's request that the Northshore Entities adequately capitalize Circle Trust. No later than ten days after the Effective Date, the Northshore Receiver shall withdraw the proof of claim filed on or about April 14, 2006 in Circle Trust's receivership proceedings by the Northshore Receiver as Receiver for NSAM, in its entirety with prejudice and such claim shall be disallowed in its entirety and expunged from the schedule or register of filed claims or interests in such proceedings. Notwithstanding anything contained herein to the institutioncontrary, prosecutionthis Section 7(b) shall have no effect on the proof of claim or interest (the "NSCT Claim") filed on or about April 14, 2006 in Circle Trust's receivership proceeding by the Northshore Receiver as Receiver for NSCT, and the Ardent Claim, to the extent that such claim relates to Northshore's (or settlement its affiliates') transfer of $9,000,000 to Circle Trust (the "Remaining Ardent Claim") and the NSCT Claim and the Remaining Ardent Claim shall survive this Agreement in all respects and neither the Northshore Receiver or any of the LawsuitNorthshore Entities releases, except for claims relating to the enforcement of the Settlement discharges or this Agreementwaives any rights, 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 causes of action 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 factsthereto.
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
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon Upon the Effective Date, Named Plaintiffs (a) the Borrower hereby releases, discharges and Settlement Class Membersacquits the Purchaser and the Collateral Agent, 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 venturerstheir respective officers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, agents and lawyers employees and their respective successors and assigns (collectively, the “Apple "Purchaser Released Parties”"), separately from all obligations to the Borrower (and collectively, its respective successors and assigns) and from any and all damagesclaims, suits, claimsdemands, debts, demandsaccounts, assessments, obligationscontracts, liabilities, attorneys’ fees, costs, expenses, rights of action actions and causes of action, of any kind or character whatsoeveractions, 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 that the Borrower at any time had or potentialhas, or suspected that its successors and assigns hereafter can or unsuspectedmay have against the Purchaser Released Parties arising under or in connection with the Transaction Documents or the transactions contemplated thereby on or prior to the Effective Date; provided, whether raised by claim, counterclaim, setoffthat nothing herein shall be deemed to release the Purchaser Released Parties from their obligation to perform, or otherwisethe Borrower's right to enforce, including this Letter Agreement in accordance with its terms or 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 Surviving Indemnity Right 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 Transaction Document with respect to any matter arising after the matters underlying Effective Date, and (b) the Lawsuit. In furtherance Purchaser and the Collateral Agent each hereby releases, discharges and acquits the Borrower (and each other Grantor and Guarantor under the Guaranty and Security Agreement), and each of their respective officers, directors, agents and employees and their respective successors and assigns (the "Borrower Released Parties’ intent"), from all obligations to the release Purchaser and the Collateral Agent (and their respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, whether known or unknown, that the Named Plaintiffs Purchaser and/or the Collateral Agent at any time had or has, or that their respective successors and Settlement Class Members’ assigns hereafter can or may have against the Borrower Released Matters Parties arising under or in connection with the Transaction Documents or the transactions contemplated thereby on or prior to the Effective Date; provided, that nothing herein 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 to release the terms of this Agreement and the Settlement, including the terms of the judgment Borrower Released Parties from their obligation 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 counselperform, or the Settlement Administrator Purchaser's and/or the Collateral Agent's right to enforce, this Letter Agreement in accordance with its terms or any Surviving Indemnity Right under any Transaction Document with respect to any matter arising after 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 CourtEffective Date.
Appears in 1 contract
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
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/)
Releases. 1. Except (a) In exchange for and in consideration of the full and timely payment of the Settlement Payments, including the Settlement Payments not being subject to a claw back as otherwise set forth herein or as to obligations created herebyin Paragraph 4 herein, upon the Effective Dateand for other good and valuable consideration contained herein, Named Plaintiffs ▇▇▇▇▇▇▇▇▇▇▇, together with its past, present, and Settlement Class Membersfuture members, on their own behalf and on behalf of their present and former principals, directors, officers, employees, agents, servantsrepresentatives, partnersattorneys, joint venturersparent corporations, parent limited liability companies, subsidiaries, affiliates, predecessors, successors, and assigns (collectively the “▇▇▇▇▇▇▇▇▇▇▇ Releasing Parties”) hereby releases and forever discharges HUB, together with its past, present, and future members, principals, directors, officers, employees, contractorsagents, representatives, attorneys, parent corporations, parent limited liability companies, subsidiaries, affiliates, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantssuccessors, and lawyers assigns (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 HUB 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, liensjudgments, contractsdemands, agreementscontroversies, damagesdisputes, costsliabilities, attorneys’ fees, losses, costs and expenses, obligationsand all damages including, or demands of any kind whatsoeverbut not limited to, compensatory, consequential, liquidated, and punitive damages, whether known or unknown, existing whether matured or potentialunmatured, at law or in equity, liquidated or unliquidated, arising from the Transaction, the Letter Agreement, the Second Letter Agreement and the Action. Expressly excluded from the release contained in this Paragraph are: (i) any claims to enforce the terms of this Settlement Agreement; and (ii) ▇▇▇▇▇▇▇▇▇▇▇’▇ right to submit a claim in any bankruptcy, liquidation, insolvency or dissolution proceeding as provided for within Paragraph 4 herein.
(b) In exchange for and in consideration of the release contained within this Paragraph and for good and valuable consideration contained herein, the receipt and sufficiency of which is acknowledged herein, HUB, together with its past, present, and future members, principals, directors, officers, employees, agents, representatives, attorneys, parent corporations, parent limited liability companies, subsidiaries, affiliates, predecessors, successors, and assigns (collectively, the “HUB Releasing Parties”), hereby releases and forever discharges ▇▇▇▇▇▇▇▇▇▇▇, together with its past, present, and future members, principals, directors, officers, employees, agents, representatives, attorneys, parent corporations, parent limited liability companies, subsidiaries, affiliates, predecessors, successors, and assigns (collectively the “▇▇▇▇▇▇▇▇▇▇▇ Released Parties”), from any and all claims, causes of action, suits, debts, judgments, demands, controversies, disputes, liabilities, costs and expenses, and all damages including, but not limited to, compensatory, consequential, liquidated, and punitive damages, whether known or unknown, whether matured or unmatured, at law or in equity, liquidated or unliquidated, arising from or related to the Transaction, the Letter Agreement, the Second Letter Agreement and the Action.
(c) HUB represents and warrants that, as of the Effective Date, it has not filed any action, arbitration, or suspected or unsuspectedother legal proceeding of any kind against the ▇▇▇▇▇▇▇▇▇▇▇ Released Parties.
(d) ▇▇▇▇▇▇▇▇▇▇▇ represents and warrants that it has made no assignment, whether raised by claim, counterclaim, setofftransfer, or otherwiseconveyance of any of the claims released pursuant to this Paragraph, including including, but not limited to, any known or unknown claimsassignment, which they have or may claim now or in the future to have, relating to the institution, prosecutiontransfer, or settlement conveyance of claims arising from the LawsuitTransaction, except for the Letter Agreement, the Second Letter Agreement, or the Action.
(e) This Settlement Agreement constitutes a full and final release of all claims relating to of any kind arising from the enforcement of Transaction, the Settlement or this Letter Agreement, the Second Letter Agreement, and for the submission of false or fraudulent claims for Settlement benefits.
3Action. The Parties mutually and expressly acknowledge and agree that following the execution of this Settlement 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 that they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance as of the Parties’ intentEffective Date. The Parties unconditionally and irrevocably agree to fully, and finally, settle and release all claims covered by the release of releases contained within this Paragraph, notwithstanding the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any such additional or different claims facts or factschanged future circumstances.
6. (f) The amount of the Class Payment pursuant Parties acknowledge and agree that any claims 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 Settlement Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the are expressly excluded from all releases provided for granted 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: Confidential Settlement Agreement (Hub Cyber Security Ltd.)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby3.1 Notwithstanding any provision in the JOA and PSC, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and SCS on behalf of their present itself and former principalsits parents, 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 venturerssubsidiaries, directors, officers, managers, employees, contractors, predecessorsrepresentatives, successors, assigns, administratorsagents, representativesor employees, parentshereby (i) acknowledges that SAPETRO has no further liability under the JOA and the PSC; and (ii)fully, shareholdersfinally, completely and absolutely RELEASES, ACQUITS AND FOREVER DISCHARGES SAPETRO (including each of its Affiliates and subsidiaries, affiliates, insurers, underwriters, accountants, ) and lawyers any and all related entities (collectively, the “ Entities “Apple Released Parties”), separately their parents, subsidiaries, directors, representatives, successors, assigns, agents, or employees (any directors, officers and collectively, employees of a Party being a “Related Party”) of and from any and all damagespast, suitspresent or future claims, claimsdemands, obligations, remedies, actions, causes of actions, choses in action, rights, debts, demandsliabilities, assessmentscounter-claims, obligationsset-offs, liabilitiescontracts, damages, punitive damages, costs, expenses, losses, attorneys’ fees, costscosts of court, expensescosts of arbitration, rights of action and causes of action, or compensation of any kind or character nature whatsoever, whether known or unknown, direct or indirect, fixed or contingent, in law, by statute, by regulation, by court order, by arbitral tribunal order or in equity whether based on contract (expressin tort, impliedcontract, or otherwise), statuteequity, or any other theory of recovery, that SAPETRO and whether for compensatory its parents, subsidiaries, directors, representatives, successors, assigns, agents, or punitive damagesemployees, and whether asserted all those at interest therewith, ever had, now has, or unassertedhereafter can, known shall, or unknownmay have, suspected that arise from or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or related relate to the allegations in JOA, the Complaint PSC, and/or any other agreements or understandings between/or among the facts underlying the ComplaintParties. SCS hereby releases all claims including, 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 any and all liabilities, claims, cross-claimslimited to, causes of actionaction for injunctive relief, rightsspecific performance, actionsbreach of contract, suitsbreach of the duty of good faith and fair dealing, debtsdeclaratory relief, liens, contracts, agreements, actual damages, punitive damages and any associated 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 benefitsinterest (“Released Claims”).
3. The Parties mutually and expressly acknowledge and agree that this Agreement fully and finally releases and fully resolves 3.3 For the claims released in Sections H.1 and H.2 above, including any claims that may not be known. Accordinglyavoidance of doubt, the Parties expressly waive shall continue to take 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 PARTYsteps to implement the Withdrawal as soon as reasonably practicable and shall execute and deliver all necessary instruments and documents to assign SAPETRO’s fifty per cent (50%) Participating Interest to SCS in accordance with the JOA.
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: Termination, Settlement and Release Agreement (Hyperdynamics 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 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 5.
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 5(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 attorneys’ intent, 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 and Deferral Agreement (Reed's, Inc.)
Releases. 1. Except a. Effective as otherwise set forth herein or as to obligations created hereby, upon of the Effective Date, Named Plaintiffs and Settlement Class MembersBroadwood, on their own behalf and on behalf of their itself and its past, present and former principals, agents, servants, future limited partners, joint venturersgeneral partners, affiliates, subsidiaries, officers, directors, employees, contractorstrustees, predecessors, assigns, heirs, spousesattorneys, beneficiaries, insurers, carriers, executors, administrators, representativespredecessors, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing PartiesBroadwood Releasors”), separately hereby irrevocably waives, releases and collectivelydischarges, will release and discharge Apple shall forever be enjoined from prosecuting against, the Comarco Entities and each of its their respective past, present and former principalsfuture stockholders, agentsaffiliates, servantssubsidiaries, officers, directors, employees, partners, joint venturerstrustees, directorsattorneys, officersbeneficiaries, managersinsurers, employeescarriers, contractorsexecutors, administrators, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Comarco 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, suits, losses, liabilities, judgments, obligations, contracts, agreements, damages, debts, expenses and costs of any kind whatever nature, character or character whatsoeverdescription (stipulated or otherwise) (including for contribution or indemnity, whether based on contract (express, implied, implied or otherwiseequitable), 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, and regardless of the nature or character of the matters and circumstances giving rise thereto, which has been or could have been asserted in any action, or in any other court or forum, from the beginning of time up to and until the Effective Date Date, which any of the Settlement Broadwood Releasors had, now have or will have, in any capacity, under or with respect to the Loan Documents and/or the Stock and Warrant Documents; provided, however, that nothing in this Section 3(a) will constitute a release or waiver of any claims or rights a Broadwood Releasor may have against any Comarco Released Parties (i) under the Amended Warrant or (ii) to enforce on a prospective basis the terms of this Agreement.
b. Effective as of the Effective Date, each Comarco Entity, on behalf of itself and its respective past, present and future stockholders, affiliates, subsidiaries, officers, directors, employees, partners, trustees, attorneys, beneficiaries, insurers, carriers, executors, administrators, predecessors, successors and assigns (collectively, the “Named Plaintiffs Comarco Releasors”), hereby irrevocably waives, releases and Settlement Class Members’ discharges, and shall forever be enjoined from prosecuting against, Broadwood and its past, present and future limited partners, general partners, affiliates, subsidiaries, officers, directors, employees, trustees, attorneys, beneficiaries, insurers, carriers, executors, administrators, predecessors, successors and assigns (collectively, the “Broadwood 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-claimsdemands, causes of action, rights, actions, suits, debtslosses, liensliabilities, judgments, obligations, contracts, agreements, damages, costsdebts, attorneys’ feesexpenses and costs of whatever nature, losses, expenses, obligations, character or demands of any kind whatsoeverdescription (stipulated or otherwise) (including for contribution or indemnity, whether express, implied or equitable), known or unknown, existing or potential, or suspected or unsuspected, whether raised by claimanticipated or unanticipated, counterclaimand regardless of the nature or character of the matters and circumstances giving rise thereto, setoffwhich has been or could have been asserted in any action, or otherwisein any other court or forum, including any known or unknown claimsfrom the beginning of time up to and until the Effective Date, which they any of the Comarco Releasors had, now have or may claim now or in the future to will have, relating to the institutionin any capacity, prosecution, under 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 Loan Documents and/or the Lawsuit. In furtherance of the Parties’ intentStock and Warrant Documents; provided, the however, that nothing in this Section 3(b) will constitute a release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence waiver of any additional or different claims or facts.
6. The amount of rights a Comarco Releasor may have against any Broadwood Released Parties (i) under the Class Payment pursuant Amended Warrant or (ii) to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of enforce on a prospective basis the terms of this Agreement Agreement.
c. Each Party understands and acknowledges that there is a risk that, subsequent to the SettlementEffective Date, including the terms one or more of them will discover, incur or suffer claims which were unknown or unanticipated as of the judgment Effective Date and which, if known by them as of the Effective Date, may have materially affected their respective decision to enter into this Agreement. Each Party acknowledges and agrees that, by reason of entering into this Agreement, such Party is assuming the risk of all unknown or unanticipated claims released in and by this Section 3.
d. It is the intention of the Parties that, subject to the express limitations set forth in Sections 3(a) and 3(b), respectively, the foregoing releases shall be as broad and general as the law permits and that the releases shall be effective as of the Effective Date.
e. Each Party expressly acknowledges and agrees that this Section 3 represents a release of potential claims and is not, in any respect, nor for any purpose, to be entered in deemed or construed to be an admission or concession of any liability or wrongdoing of any kind or nature by any Party or of the Lawsuit and the releases provided for hereinexistence of any claim.
7. No person f. Each Party hereby covenants and agrees that such Party shall have not (i) ▇▇▇, prosecute or participate in any manner in or assign any claim of the type, kind or nature released by such Party pursuant to this Section 3 or (ii) participate, assist or encourage (explicitly or implicitly or directly or indirectly) any third party to ▇▇▇, prosecute or participate in any manner in any claim of the type, kind against or nature released by such Party pursuant to this Section 3.
g. Each Party represents and warrants as of the PartiesEffective Date that it has not theretofore assigned, their counseltransferred or subrogated, or purported to assign, transfer or subrogate, to any person or entity, any claim of the Settlement Administrator type, kind or nature released by such Party pursuant to this Section 3. Each Party agrees that it shall indemnify each of the other Parties (including, without limitation, with respect to any attorneys’ fees and costs) and hold each of the Settlement other Parties harmless from and the matters set forth hereinagainst any claims based on or arising from any such assignment, transfer or subrogation, or based on determinations any attempted assignment, transfer or distributions made substantially in accordancewith this Agreementsubrogation, the Final Approval Order, the Final Judgment, or further order(s) of any claim of the Courttype, kind or nature released by such Party pursuant to this Section 3.
Appears in 1 contract
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 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 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 9 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 1 contract
Sources: Unsecured Term Loan Credit Agreement (Corre Horizon Fund, Lp)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) ▇▇▇▇▇▇, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present himself and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assignshis successors, heirs, spouses, beneficiaries, executors, administrators, representatives, insurersaffiliates, underwritersagents and assigns, accountantsfully and unconditionally forever releases and discharges Compass, its parent company 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 officers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers subsidiaries (collectively, hereinafter the “Apple Released Parties”), separately and collectively, "Compass Releasees") from any and all damages, suits, claims, debts, demands, assessmentsmanners of action, 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 judgments, agreements, demands, debts or liabilities whatsoever whether asserted or unasserted, known or unknown, suspected or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs both at law and Settlement Class Members’ Released Matters”) in equity, which ▇▇▇▇▇▇ now has, has ever had or will hereafter acquire against Compass Releasees with respect to activities arising from, out of or related otherwise in connection with ▇▇▇▇▇▇'▇ employment with Compass or arising from, out of or otherwise in connection with any other matter, cause or event including, but not limited to, any compensation, wages, salary, bonuses, vacation pay, sick pay, disability pay, unemployment claims or benefits, expense reimbursements, severance or termination awards and claims, insurance benefits, and any other benefits; provided, however, that nothing contained herein shall operate to release Compass from its obligations as set forth in this Agreement or any intentional wrongful act or omission by Compass. In furtherance of the allegations in the Complaint foregoing, ▇▇▇▇▇▇ hereby irrevocably covenants to refrain from, directly or the facts underlying the Complaintindirectly, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesasserting any claim or demand, or failed commencing, instituting or causing to deletebe commenced, conversations recorded as the result any proceeding of a Siri activation. This release will include claims relating any kind against any Compass Releasee, based upon any matter purported 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 Partiesbe released hereby.
2. Except as otherwise set forth herein or as to obligations created hereby(b) Compass on behalf of itself and its subsidiaries, Apple will be deemed to have completely released successors, affiliates, agents and assigns, fully and unconditionally forever discharged Plaintiffs releases and Class Counsel discharges ▇▇▇▇▇▇ and his heirs, executors, administrators, and representatives (hereinafter "▇▇▇▇▇▇ Releasees") from and for any and all liabilities, claims, cross-claimsdemands, manners of action, causes of action, rightsdamages, actions, suits, debts, liens, contractsjudgments, agreements, damagesdemands, costs, attorneys’ fees, losses, expenses, obligations, debts or demands of any kind whatsoever, liabilities 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 claimsboth at law and in equity, which they have Compass now has 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 has ever had against ▇▇▇▇▇▇ Releasees with respect to the matters underlying the Lawsuit. In furtherance activities arising from, out of the Parties’ intentor otherwise in connection with ▇▇▇▇▇▇'▇ employment with Compass except as otherwise provided herein and provided, the that nothing contained herein shall operate to 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 ▇▇▇▇▇▇ from his obligations pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound or any intentional wrongful act or omission 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: Employment Agreement (Compass Knowledge Holdings Inc)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby2.1 Each of HAPS Delaware and the Kanemitsus (collectively, upon the Effective Date“HAPS Delaware Parties”), Named Plaintiffs and Settlement Class Members, on their own behalf for itself and on behalf of their present and former principalsrespective subsidiaries, affiliates, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “HAPS Delaware Releasing Parties”), separately does hereby release, acquit and collectivelyforever discharge any and all claims of any nature whatsoever that the HAPS Delaware Releasing Parties ever had, will release and discharge Apple and each of its present and former principalsnow have, agentsor hereafter can, servantsshall, partners, joint venturersor may have against (a) HAPS Utah or (b) the officers, directors, officers, managersstockholders, employees, contractorssuccessors and assigns of HAPS Utah, predecessorsin each case immediately prior to the closing envisioned under the Purchase Agreement and solely and exclusively in such capacity as such an officer, successorsdirector, assignsstockholder, administratorsemployee, representativessuccessor or assign of HAPS Utah but in no other capacity (solely and exclusively to the extent set forth above, parentsthe “HAPS Utah Released Parties”), shareholdersincluding but not limited to any and all claims, rights (including rights to reimbursement or restitution), demands, actions, causes of action, suits, controversies, damages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, expenses or losses of any nature, whether direct or indirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, in law or in equity, whether under federal statutory law, federal common law or federal regulation, or the statutory or common laws or regulations of any and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or in connection with the Purchase Agreement; provided, however, nothing in this paragraph shall preclude the enforcement of this Agreement.
2.2 HAPS Utah, for itself and on behalf of its subsidiaries, affiliates, insurersagents, underwritersheirs, accountantsrepresentatives, successors and lawyers assigns (the “HAPS Utah Releasing Parties”), does hereby release, acquit and forever discharge any and all claims of any nature whatsoever that the HAPS Utah Releasing Parties ever had, now have, or hereafter can, shall, or may have against (a) the HAPS Delaware Parties or (b) the officers, directors, stockholders, partners, trustees, employees, subsidiaries, successors and assigns of the HAPS Delaware Parties (collectively, the “Apple HAPS Delaware Released Parties”), separately and collectively, from including but not limited to any and all damagesclaims, rights (including rights to reimbursement or restitution), demands, actions, causes of action, suits, claimscontroversies, debts, demands, assessments, obligations, liabilitiesdamages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, expenses, rights of action and causes of action, expenses or losses of any kind or character whatsoevernature, whether based on contract (express, implied, direct or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedindirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, occurring before in law or in equity, whether under federal statutory law, federal common law or federal regulation, or the Effective Date statutory or common laws or regulations of the Settlement (the “Named Plaintiffs any and Settlement Class Members’ Released Matters”) all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or related to in connection with the allegations Purchase Agreement; provided, however, nothing in this paragraph shall preclude 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 enforcement 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 Partiesthis Agreement.
2. Except as otherwise set forth herein or as to obligations created hereby2.3 Miyano, Apple will be deemed to have completely released for himself and on behalf of his affiliates, agents, heirs, representatives, successors and assigns, does hereby release, acquit and forever discharged Plaintiffs and Class Counsel from and for discharge any and all liabilitiesclaims of any nature whatsoever that Miyano ever had, now has, or hereafter can, shall, or may have against the HAPS Delaware Released Parties, including but not limited to any and all claims, cross-claimsrights (including rights to reimbursement or restitution), demands, actions, causes of action, rights, actions, suits, debts, liens, contracts, agreementscontroversies, damages, costs, attorneys’ fees, losses, expenses, obligations, contracts, liabilities, agreements, costs, expenses or demands losses of any kind whatsoevernature, whether direct or indirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, or suspected or unsuspected, in law or in equity, whether raised by claimunder federal statutory law, counterclaim, setofffederal common law or federal regulation, or otherwisethe statutory or common laws or regulations of any and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or in connection with the Purchase Agreement, or any other agreement entered into between Miyano or any entity owned and/or controlled by Miyano, on one hand, and the HAPS Delaware Released Parties, on the other hand, including any known or unknown claims, which they have or may claim now or in the future to have, relating but not limited to the institutionDirector Services Agreement dated as of April 1, prosecution2005 by and between Hikari System Co., or settlement Ltd. (“Hikari”), HAPS Delaware and Miyano, and the Sublease Agreement dated as of the LawsuitJanuary 15, except for claims relating to 2004 by and between EUC, Inc. (a company owned and/or controlled by Miyano) and Hikari; provided, however, nothing in this paragraph shall preclude the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefits.
3. The Parties mutually 2.4 Miyamoto, for himself and expressly acknowledge on behalf of his affiliates, agents, heirs, representatives, successors and agree assigns, does hereby release, acquit and forever discharge any and all claims of any nature whatsoever that this Agreement fully and finally releases and fully resolves Miyamoto ever had, now has, or hereafter can, shall, or may have against the claims released in Sections H.1 and H.2 aboveHAPS Delaware Released Parties, including but not limited to any claims that may not be known. Accordinglyand all claims, the Parties expressly waive all rights (including rights to reimbursement or restitution), demands, actions, 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 HERcontroversies, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
4. The Parties also expressly waive all rights under damages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, expenses or losses of any other statutesnature, legal decisionswhether direct or indirect, known or common unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, in law principles of similar effect to Cal. Civil Code § 1542or in equity, whether under federal statutory law, federal common law or federal regulation, or the law statutory or common laws or regulations of California any and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or in connection with the Purchase Agreement, or any other jurisdiction.
5. The Parties are aware that they may hereafter discover claims agreement entered into between Miyamoto or facts in addition to or different from those they now know or believe to be true with respect any entity owned and/or controlled by Miyamoto, on one hand, and the HAPS Delaware Released Parties, on the other hand, including but not limited to the matters underlying Consulting Agreement for Individual Consultants, date unknown, by and between Hikari and Miyamoto; provided, however, nothing in this paragraph shall preclude 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 enforcement 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
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
Releases. 1(a) Release of Claims by the MDL Plaintiffs. Except Other than as otherwise expressly set forth herein or as in this Global Settlement Agreement (including the claims allowed pursuant to obligations created herebysection 1(k) herein), upon on the Settlement Effective Date, Named Plaintiffs and Settlement Class Memberseach of the MDL Plaintiffs, on their own behalf and on behalf of themselves, and each and all of their present respective current or former affiliates, officers, directors, predecessors, successors and assigns, does hereby fully, unconditionally and irrevocably release, relieve, waive, relinquish, remise, acquit and forever discharge the FTX Debtors and their respective current or former principalsaffiliates, predecessors, successors and assigns as well as their post-petition agents, servantsofficers, partnersdirectors, joint venturersadvisors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsconservators, and lawyers and accountants retained through the Delaware Bankruptcy Court (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”)) from, separately against, and collectively, from in respect of any and all damagespast, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action present 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, future claims, cross-claims, causes of actioncounterclaims, rightsthird-party claims, actionsdemands, suitsliabilities, obligations, debts, liens, contractsdamages, agreements, damageslosses, costs, attorneys’ fees, losses, expenses, obligationscontroversies, actions, rights, suits, assessments, penalties, charges, indemnities, guaranties, promises, commitments, or demands causes of action of any kind whatsoevernature, whether based in contract, tort or otherwise, whether in law or equity and whether direct or indirect, known or unknown, existing asserted or potentialunasserted, foreseen or unforeseen, liquidated or unliquidated, fixed or contingent, that such Party has or may have against the Released Parties since the beginning of time, under, arising out of or relating to the FTX Debtors, including, but not limited to, any claims that have been or could be asserted in the FTX MDL or FTX Bankruptcy Proceedings; provided, however, that the foregoing shall not release any obligation under or claim for breach of this Global Settlement Agreement. For the avoidance of doubt, MDL Plaintiffs do not hereby release any claims expressly allowed herein as Excluded Independent Actions or MDL Continuing Actions. Docusign Envelope ID: 740570B5-42F5-464C-B520-9A8C7B62E121
(b) Release of Claims by the FTX Debtors. Other than as expressly set forth in this Global Settlement Agreement, on the Settlement Effective Date, the FTX Debtors, on behalf of themselves, and each and all of their respective current or former affiliates, officers, directors, predecessors, successors and assigns, do hereby fully, unconditionally and irrevocably release, relieve, waive, relinquish, remise, acquit and forever discharge each of the MDL Plaintiffs and their respective current or former affiliates, agents, officers, directors, advisors, employees, administrators, conservators, predecessors, successors and assigns from, against, and in respect of any and all past, present and future claims, cross-claims, counterclaims, third-party claims, demands, liabilities, obligations, debts, liens, damages, losses, costs, expenses, controversies, actions, rights, suits, assessments, penalties, charges, indemnities, guaranties, promises, commitments, or suspected or unsuspectedcauses of action of any nature, whether raised by claimbased in contract, counterclaim, setoff, tort or otherwise, including any whether in law or equity and whether direct or indirect, known or unknown claimsunknown, which they have asserted or unasserted, foreseen or unforeseen, liquidated or unliquidated, fixed or contingent, that such Party has or may claim now have against MDL Plaintiffs since the beginning of time, under, arising out of or in the future to have, relating to the institutionFTX Debtors, prosecutionthe FTX Bankruptcy Proceedings, or settlement the FTX MDL, including but not limited to cause of action arising under Chapter 5 of the LawsuitBankruptcy Code; provided, except however, that the foregoing shall not release any obligation under or claim for claims relating breach of this Global Settlement Agreement.
(c) The above releases constitute a waiver of any and all rights arising under Section 1542 of the California Civil Code (to the enforcement of extent it applies to 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 § 1542Action), which provides thatas 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 AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
4. The releases also constitute a waiver of any and all provisions, rights, and benefits of any federal, state or foreign law, rule, regulation, or principle of law or equity that is similar, comparable, equivalent to, or which has the effect of, Section 1542 of the California Civil Code. 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 acknowledge that 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 foregoing waiver was separately bargained for 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 is key element of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinGlobal Settlement Agreement.
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: Global Settlement Agreement
Releases. 1. Except as otherwise set forth (a) In consideration of the agreements of the Agent and Lenders contained herein or as to obligations created herebyand for other good and valuable consideration, upon the Effective Datereceipt and sufficiency of which is hereby acknowledged, Named Plaintiffs and Settlement Class Memberseach Credit Party, on their own behalf and on behalf of itself, its Subsidiaries, and each of its and their successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, each of the Lender Parties, each Affiliate of the Lender Parties and the Collateral Agent, and each of their successors and assigns, and their present and former principals, agents, servants, partners, joint venturers, employees, contractorsshareholders, 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, managersattorneys, employees, contractorsconsultants, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, agents and other representatives and their affiliates, insurers, underwriters, accountants, subsidiaries and lawyers divisions engaged in the provision of financial services to the Borrower and any of its Subsidiaries (collectively, each such 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 the Effective Date Credit Parties, any of their respective Subsidiaries, or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which has arisen at any time on or prior to the date of this Agreement for or on account of, or in relation to, or in any way in connection with any of the Settlement (Original Credit Agreement, or any of the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of other Loan Documents or transactions thereunder 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 Partiesthereto.
2. Except as otherwise (b) Each Credit Party understands, acknowledges and agrees that the release set forth herein or above may be pleaded 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 a full and complete effect notwithstanding discovery defense and may be used as a basis for an injunction against any action, suit or existence other proceeding which may be instituted, prosecuted or attempted in breach of any additional or different claims or factsthe provisions of such release.
6. The amount (c) Each Credit 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 final, absolute and unconditional nature 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 release 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 Courtabove.
Appears in 1 contract
Releases. 1. Except as otherwise set forth herein or as to obligations created herebyLough does hereby for himself and for each of his past, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principalsfuture heirs, administrators, executors, representatives, agents, attorneys, assigns and all others claiming by or through him or them, forever release and discharge the Company, and its past, present and future shareholders, representatives, 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, divisions, officers, directors, employees, insurers, underwriterssuccessors, accountantspredecessors, administrators, attorneys, assigns and lawyers all others claiming by or through them, jointly or severally, (collectively, hereinafter “the “Apple Released Parties”), separately and collectively, ) from any and all damages, suitscharges, claims, debts, demands, assessmentsjudgments, 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, rightsdamages, actionsdebts, agreements, remedies, promises, suits, debtslosses, liensobligations, contracts, agreements, damagesexpenses, costs, attorneys’ fees, losses, expenses, obligations, or demands liabilities and claims for relief of any every kind whatsoeverand nature, whether matured or unmatured, known or unknown, existing direct or potentialindirect, foreseen or suspected unforeseen, vested or unsuspectedcontingent, whether raised by claimin law, counterclaim, setoff, equity or otherwise, including under any federal or state statute or common law, which Lough has ever had, now has, or may have in the future, against any of the Released Parties for or on account of any matter, cause or thing whatsoever that was or could have been asserted or that occurred up to the date of this Agreement. This release shall include without limitation all claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Ohio Civil Rights Act, any claim for unpaid wages, and any other federal and state civil rights laws or laws relating to employment, all laws of any other nation, or state or local government including, without limitation, any workers’ compensation or disability claims under any such laws, and any and all tort claims. The Company does hereby for itself and for its parents, subsidiaries, affiliates, divisions, and all others claiming by or through them, jointly or severally, forever release and discharge Lough from any and all charges, claims, demands, judgments, actions, causes of action, damages, debts, agreements, remedies, promises, suits, losses, obligations, expenses, costs, attorneys’ fees, liabilities and claims for relief of every kind and nature, whether matured or unmatured, known or unknown claimsunknown, direct or indirect, foreseen or unforeseen, vested or contingent, in law, equity or otherwise, under any federal or state statute or common law, which they have the Company has ever had, now has, or may claim now or have in the future to havefuture, relating against Lough for or on account of any matter, cause or thing whatsoever that was or could have been asserted or that occurred up 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 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
Releases. 1. Except as otherwise set forth herein or as Each party to obligations created herebythis AGREEMENT, upon execution of this AGREEMENT, hereby releases and discharges from liability each and all other parties hereto as follows: CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the Effective DateDUTCH SHAREHOLDERS
(a) The Releases:
a. Upon the execution of this AGREEMENT, Named Plaintiffs the COMPANY, TOTAL LOOK AND THE DUTCH SHAREHOLDERS each hereby releases and Settlement Class Membersdischarges each of the COMPANY, on THE CALIFORNIA SHAREHOLDERS, LFG, and their own behalf and on behalf of their present and former principals, respective 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 venturersattorneys, directors, employees, officers, managers, employeesmembers, contractorstrustees, beneficiaries, parents, partners, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliatessuccessors, insurers, underwriters, accountantstransferees, and lawyers (collectivelyall other similar such individuals and entities, the “Apple Released Parties”)and all persons acting by, separately through, under or in concert with any of them, and collectively, each of them 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 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 any fact, circumstance or event existing on or prior to the Settlement date hereof (all such released or discharged claims and items, collectively, the “Named Plaintiffs and Settlement Class Members’ Company Released MattersClaims”) 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 b. Upon the execution of this AGREEMENT, LFG and the CALIFORNIA SHAREHOLDERS each hereby releases and discharges the COMPANY, TOTAL LOOK AND THE DUTCH SHAREHOLDERS, and their respective agents, assigns, attorneys, directors, employees, officers, managers, parents, partners, predecessors, representatives, subsidiaries, successors, transferees, and all other similar such individuals and entities, and all persons acting by, through, under or as to obligations created herebyin concert with any of them, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel each of them from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightsclaims, actionscosts, suitsdamages, debts, liensdemands, contractsexpenses, agreementsliabilities, losses and obligations of every nature, character and description, known or unknown, suspected or unsuspected, actual or contingent, which the 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 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 any fact, circumstance or event existing on or prior to the date hereof (all such released or discharged claims and items, collectively, the “LFG Released Claims,” and, together with the Company Released Claims, the “Released Claims”).
(b) The releases provided herein shall not be deemed an admission by any of the parties hereto of any sort. No right shall inure to any third party from the obligations, representations and agreements made or reflected herein.
(c) Each of the parties to this AGREEMENT represents and warrants that it alone is the owner of the Released Claims, that it has not heretofore assigned or transferred, nor purported to assign or transfer to any third party, and is not aware of any third party, who might assert some interest in any of the Released Claims. Each party to this AGREEMENT further agrees to indemnify, defend and hold harmless the other from all liability, claims, demands, damages, costs, expenses and attorneys’ fees, losses, expenses, obligations, or demands fees incurred by another party to this AGREEMENT as a result of any kind whatsoeverthird party asserting any such assignment or transfer of any such interest, whether known right or unknownclaim.
(d) Each of the parties to this AGREEMENT represents and warrants that none of the Released Claims is subject to any purported or actual lien, existing security interest, encumbrance or potentialother contractual right of any third party. Each Party further agrees to indemnify, or suspected or unsuspecteddefend and hold harmless the other from all liability, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in demands, damages, costs, expenses and attorneys’ fees incurred by another party to this AGREEMENT as a result of any third party asserting 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 factsof the foregoing.
6. The amount (e) Each of the Class Payment pursuant parties to this Agreement will be deemed final and conclusive against all Settlement Class MembersAGREEMENT acknowledges that it has read this AGREEMENT, who will be bound has been, or has had the opportunity to be, represented by all independent counsel of their own choice in connection with the circumstances leading up to the execution of the terms releases herein, understands the terms, conditions and consequences of such releases, and is freely and voluntarily entering into such releases.
(f) By execution of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit AGREEMENT and the releases provided for herein.
7. No person shall have any contained in this Section, each releasing party represents and warrants to the released parties that no claim of any kind against the Partiesthat he, their counselshe, or it has, had, might have or might have had in the Settlement Administrator with respect to the Settlement and the matters set forth hereinpast against any person or entity released hereby, has previously been conveyed, assigned, or based on determinations in any manner transferred, in whole or distributions made substantially in accordancewith part, to any third party. Each releasing party expressly represents and warrants to all others that he, she or it has full authority to enter into this Agreement, AGREEMENT and grant the Final Approval Order, the Final Judgment, or further order(s) of the Courtreleases contained in this Section.
Appears in 1 contract
Sources: Release and Settlement Agreement (Genmed Holding Corp)
Releases. 1. Except as otherwise set forth herein or as to obligations created herebya. Effective at the Release Effective Time, upon each of the Effective DateAdidas Parties, Named Plaintiffs and Settlement Class Members, on their own behalf for themselves and on behalf of their present respective present, former, and former principalsfuture officers, directors, members, managers, partners, direct and indirect equityholders, employees, affiliates, agents, servants, partners, joint venturers, employees, contractorsrepresentatives, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Adidas Releasing Parties”), separately hereby release (i) subject to Section 4 below, each of the Rockport Parties (including, without limitation, the Acquired Companies), the Noteholder Parties, the Purchaser, CB Marathon Holdings, LLC (the indirect parent of the Purchaser), the direct and collectivelyindirect subsidiaries of CB Marathon Holdings, will release and discharge Apple LLC, and each of its present their respective present, former, and former principalsfuture officers, agentsdirectors, servantsmembers, managers, partners, joint venturers, directors, officers, managersdirect and indirect equityholders, employees, contractorsaffiliates, agents (including, in the case of the Noteholder Parties, Cortland Capital Market Services LLC, as prepetition and postpetition collateral agent), representatives, predecessors, successors, successors and assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectivelyin each case, from any and all damagesclaims, causes of actions, suits, claimsdamages, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action demands and causes of action, of liabilities that 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”) Adidas Releasing Parties had, has or may have arising out of or related to the allegations Master Purchase Agreement, the Management Agreement or the Ancillary Agreements, including, without limitation, any and all such claims that were asserted or that could have been asserted in the Complaint or and 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 Answer and Counterclaim 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 Rockport Parties, would materially affect the Releasing Parties’ release and (ii) subject to Section 4(e) below, each of the Apple Released Parties.
2. Except as otherwise set forth herein or as to obligations created herebyAcquired Companies and each of their respective predecessors, Apple will be deemed to have completely released successors and forever discharged Plaintiffs and Class Counsel assigns from and for any and all liabilities, claims, cross-causes of actions, suits, damages, fees, demands and liabilities that any of the Adidas Releasing Parties had, has or may have against the Acquired Companies or any of their respective predecessors, successors and assigns.
b. Effective at the Release Effective Time, and subject to Section 4 below, each of the Rockport Parties and the Noteholder Parties, for themselves and on behalf of their present, former, and future officers, directors, members, managers, partners, direct and indirect equityholders, employees, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “Rockport/Noteholder Releasing Parties”), hereby release the Adidas Parties, and each of their respective present, former, and future officers, directors, members, managers, partners, direct and indirect equityholders, employees, affiliates, agents, representatives, predecessors, successors and assigns, in each case, from any and all claims, causes of action, rightssuits, damages, fees, demands and liabilities that any of the Rockport/Noteholder Releasing Parties had, has or may have arising out of or related to the Master Purchase Agreement, the Management Agreement or the Ancillary Agreements, including, without limitation, any and all such claims that were asserted or that could have been asserted in the Complaint and the Answer and Counterclaim relating to the Adidas Parties.
c. Effective at the Release Effective Time, and subject to Section 4(e) below, each of the Acquired Companies, for themselves and on behalf of their respective present, former, and future officers, directors, members, managers, partners, direct and indirect equityholders, employees, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “Acquired Companies Releasing Parties”), hereby release each of the Adidas Parties and each of their respective predecessors, successors and assigns from any and all claims, causes of actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, lossesdemands and liabilities that any of the Acquired Companies Releasing Parties had, expenseshas or may have against the Adidas Parties or any of their respective predecessors, obligationssuccessors and assigns.
d. The Parties, or demands on behalf of themselves and their respective present, former, and future officers, directors, members, managers, partners, direct and indirect equityholders, employees, affiliates, agents, representatives, predecessors, successors and assigns, (i) expressly waive all rights afforded by 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 statute that limits the effect of a release with respect to unknown claims, which they have or may claim now or in (ii) understand the future to have, relating to the institution, prosecution, or settlement significance of the Lawsuit, except for this release of unknown claims relating to the enforcement and waiver of the Settlement or this Agreementstatutory protection against a release of unknown claims, and for the submission of false or fraudulent claims for Settlement benefits.
3. The Parties mutually and expressly (iii) acknowledge and agree that this Agreement fully waiver is an essential and finally releases material term of this Agreement.
e. The Parties represent that they own and fully resolves the claims released in Sections H.1 and H.2 above, including have not assigned or transferred to any claims that may not be known. Accordingly, the Parties expressly waive all other person or entity any 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 claims that are being released or otherwise affected by this Agreement.
4. f. The releases in this Section 3 will become effective upon (i) the payment to Adidas of the Settlement Payment under Section 2, and (ii) the execution and delivery to Adidas of the Release in the form attached hereto as Exhibit E, both of which the Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect intend 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 occur prior to or different from those they now know or believe to be true in connection with respect to the matters underlying the LawsuitClosing. In furtherance For purposes 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, first time when the Final Judgment, or further order(sactions in clauses (i) and (ii) of the Courtpreceding sentence have both occurred shall be referred to as the “Release Effective Time.”
Appears in 1 contract
Sources: Settlement Agreement
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
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 5.
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 5(a) of this Agreement. 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 attorneys’ intent, 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, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)
Releases. 1. Except as otherwise set forth (a) In consideration of the mutual terms, conditions and covenants herein and other good and sufficient consideration, the receipt of which is hereby acknowledged, effective on the Satisfaction Event, ▇▇▇▇ and any Person claiming through ▇▇▇▇ 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, her heirs, spouses, beneficiaries, executors, administrators, legal representatives, insurerslegatees, underwriters, accountants, and lawyers or assigns (collectively, the “Releasing Parties▇▇▇▇ Releasors”)) each fully, separately forever, irrevocably and collectively, will unconditionally release and discharge Apple Soupman, its officers, directors, employees, agents, Affiliates, successors and assigns (collectively, the “Soupman Releasees”) of and from any and all claims, counterclaims, charges, complaints, demands, actions, causes of action, suits, remedies, rights, sums of money, costs, losses, covenants, contracts, controversies, agreements, promises, damages, obligations, liabilities and expenses (including reasonable attorney's fees and costs), of every kind and nature whatsoever, whether direct or indirect, known or unknown, accrued or unaccrued, liquidated or unliquidated, either at law, in equity, or mixed, whether statutory, common, federal, state, local or otherwise under the laws of any jurisdiction, which the ▇▇▇▇ Releasors ever had, now have, or can, shall, or may have in the future against the Soupman Releasees by reason of, on account of, or arising out of any fact, incident, claim, injury, event, circumstance, matter or thing which has happened, developed, or occurred, of any kind of nature whatsoever, from the beginning of time to and including the date hereof, under or with respect to the Loans or the Loan Documents, exclusive of its or his obligations under this Agreement.
(b) In consideration of the mutual terms, conditions and covenants herein and other good and sufficient consideration, the receipt of which is hereby acknowledged, effective on the Satisfaction Event, Soupman, and behalf of itself and each of its present and former principalsofficers, directors, shareholders, employees, agents, servantsrepresentatives, partnersparent entities, joint venturerssubsidiaries, directorsAffiliates, officersand attorneys (each, managersin their capacities as such), employeeseach of the respective heirs, contractorsexecutors, predecessorsadministrators, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantstrustees, and lawyers assigns of such Persons (each, in their capacities as such), and any Person that might claim by or through any of the foregoing persons or entities (collectively, the “Apple Released PartiesSoupman Releasors”), separately each fully, forever, irrevocably and unconditionally release and discharge ▇▇▇▇ and her heirs, executors, administrators, legal representatives, legatees, employees, agents, and assigns (collectively, the “▇▇▇▇ Releasees”) of and from any and all damages, suits, claims, debtscounterclaims, charges, complaints, demands, assessmentsactions, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, suits, remedies, rights, sums of any money, costs, losses, covenants, contracts, controversies, agreements, promises, damages, obligations, liabilities and expenses (including reasonable attorney's fees and costs), of every kind or character and nature whatsoever, whether based on contract (express, implied, direct or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedindirect, known or unknown, suspected accrued or unsuspectedunaccrued, occurring before liquidated or unliquidated, either at law, in equity, or mixed, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, local or otherwise under the Effective Date laws of any jurisdiction, which the Settlement Soupman Releasors (or any of them) ever had, now have, or can, shall, or may have in the “Named Plaintiffs and Settlement Class Members’ Released Matters”future against the ▇▇▇▇ Releasees (or any of them) by reason of, on account of, or arising out of any fact, incident, claim, injury, event, circumstance, matter or related to the allegations in the Complaint or the facts underlying the Complaintthing which has happened, including claims that, without the user’s consent, Apple recorded, disclosed to third partiesdeveloped, or failed to deleteoccurred, 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 of nature whatsoever, whether known or unknownfrom the beginning of time to and including the date hereof, 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 exclusive of the Lawsuit, except for claims relating to the enforcement of the Settlement or ▇▇▇▇’▇ obligations 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 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 (Soupman, Inc.)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) MCR, upon the Effective Dateits partners, Named Plaintiffs employees and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servantsfor themselves, partnerstheir respective heirs, joint venturerspersonal representatives, successors and assigns, hereby release Lender, its shareholders, officers, directors, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, agents and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple attorneys and each of its present and former principalstheir respective heirs, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, personal representatives, parents, shareholders, subsidiaries, successors and assigns and affiliates, insurers, underwriters, accountants, of and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damagesactions, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, proceedings, claims, demands, damages, costs, liabilities, losses, agreements and obligations as of the date hereof, of any kind or character nature whatsoever, whether based on contract (express, implied, contingent or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedmatured, known or unknown, suspected at law or unsuspected, occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) in equity arising out of of, or in any way related to to, the allegations in Loan, the Complaint Note, the Mortgage, the other Loan Documents or the facts underlying Mortgaged Property. MCR and its partners acknowledge and agree that Lender is relying on the Complaint, including claims that, without the user’s consent, Apple recorded, disclosed foregoing representations and covenants as a material inducement to third parties, or failed Lender 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 Partiesexecute this Agreement.
2. Except as otherwise set forth herein or as to obligations created hereby(b) Lender, Apple will be deemed to have completely released its shareholders, officers, directors, employees, agents and forever discharged Plaintiffs attorneys and Class Counsel each of their respective heirs, personal representatives, successors, assigns and affiliates, hereby release Partnership, Guarantors, and their respective partners, employees, agents and attorneys and each of their respective heirs, personal representatives, successors and assigns, of and from and for any and all liabilities, claims, cross-claimsactions, causes of action, rightsproceedings, actionsclaims, suits, debts, liens, contracts, agreementsdemands, damages, costs, attorneys’ feesliabilities, losses, expenses, agreements and obligations, or demands of any kind nature whatsoever, whether contingent or material, known or unknown, existing at law or potentialin equity arising from any act, thing, omission or failure to act occurring after the date hereof and arising out of, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including in 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. Accordinglyway related to, the Parties expressly waive all Loan, the Mortgage, the Guaranty, the other Loan Documents or the Mortgaged Property, including, without limitation, any failure 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 MCR to perform any other statutes, legal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether its obligation under the law of California or any other jurisdictionLoan Documents. Lender acknowledges and agrees that Partnership and Guarantors relied on the foregoing representations and covenants as a material inducement to Partnership and Guarantors to execute this Assumption Agreement.
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: Loan Modification and Assumption Agreement (Mack Cali Realty Corp)
Releases. 1(a) Release by the Homeseekers and Homeseekers Directors. Except as otherwise set forth herein or as to obligations created hereby---------------------------------------------------- Homeseekers, upon on its own behalf and on behalf of its directors, partners, officers, agents, successors, heirs, legal representatives and assigns of each of the Effective Dateforegoing (collectively, Named Plaintiffs the "Homeseekers Releasors"), and Settlement Class Members, each of the Homeseekers' Directors on their own behalf and on behalf of their present respective heirs, legal representatives and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assignsthe respective successors, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, legal representatives and lawyers assigns of each of the foregoing (collectively, the “Releasing Parties”), separately and collectively, will "Homeseekers Director Releasors") each agrees to release and do hereby release, acquit and forever discharge Apple the Companies and each of its present and former principals, agents, servants, partners, joint venturers, their respective directors, officers, managers, employees, contractorsand heirs, predecessors, successors, assigns, administrators, legal representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsagents and attorneys, and lawyers each of their respective successors and assigns (collectively, the “Apple Released Parties”)"HomeMark 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, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, obligations and choses in action of whatever nature or demands of any kind whatsoevertype, whether known or unknown, existing which any of the Homeseekers Releasors and the Homeseekers Director Releasors have, ever had 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 have, relating otherwise might have been asserted in connection with acts of HomeMark Releasees or any of them occurring on or prior to the institutiondate hereof (the "Homeseekers Claims"), prosecutionincluding, but not limited to, those arising under that
(a) while he was acting within his capacity as an officer or director of the Companies, or settlement (b) that may otherwise rise to an obligation of the Lawsuit, except for claims relating Companies to the enforcement indemnify him as an officer or director of the Settlement or this Agreement, and for the submission of false or fraudulent claims for Settlement benefitsCompanies.
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: Business Separation and Settlement Agreement (Homeseekers Com 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 attorneys’ intent, 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
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 attorneys’ intent, 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 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 Ninth 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 1 contract
Releases. 1. Except as otherwise set forth herein or as to obligations created herebya. DDS US, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present itself and former principalsits officers, agentsdirectors, servantsaffiliates and shareholders does hereby forever release, partnerscancel, joint venturersforgive and forever discharge Manola from all actions, employeesclaims, contractorsdemands, predecessorsdamages, assignsobligations, heirsliabilities, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, controversies and lawyers executions (collectively, the “Releasing PartiesClaims”), separately of any kind or nature whatsoever, in law or in equity, which any of them ever had, now has, or hereafter can, shall or may have against Manola, known or unknown, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of this Release, including without limitation, all Claims alleged against Manola in the Litigation.
▇. ▇▇▇▇▇▇ does hereby forever release, cancel, forgive and collectively, will release and forever discharge Apple DDS US 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, insurersdivisions, underwriters, accountantssuccessors and assigns, and lawyers (collectivelyall of their officers, the “Apple Released Parties”)directors, separately agents and collectively, employees 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 (expressin law or in equity, impliedwhich he ever had, now has, or otherwise)hereafter can, statuteshall or may have against DDS US or any of its predecessors, subsidiaries, affiliates, divisions, successors and assigns, or any other theory of recoverytheir officers, directors, agents and whether for compensatory or punitive damages, and whether asserted or unassertedemployees, known or unknown, suspected for, upon or unsuspectedby reason of any matter, occurring before cause or thing whatsoever, from the Effective Date beginning of the Settlement world to the date of this Release.
c. Neither party hereto nor anyone on his or its behalf, shall assert or file any claim, complaint, charge, suit or action against the other party hereto or person released pursuant hereto (the “Named Plaintiffs and Settlement Class Members’ Released MattersReleasee”) arising out of any matter released pursuant to Sections 1(a)-(b) above. In the event that any claim, complaint, charge, suit or related action is asserted or filed in breach of this Section, each affected party hereto or Releasee shall be entitled to recover from the allegations in the Complaint releasing party or the facts underlying the Complaintparties his, her or its costs, including claims thatattorney fees, without the user’s consent, Apple recorded, disclosed incurred in defending against such action.
d. Claims released pursuant to third parties, or failed to delete, conversations recorded as the result of a Siri activation. This release will this Release include claims relating to based on or arising out of fraud, negligence, gross negligence, libel, slander or other tortuous act on the Named Plaintiffs and Settlement Class Members’ Released Matters part of which the Releasing Parties are presently unaware any party hereto 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 PartiesReleasee.
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 e. Each 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 it may hereafter discover claims facts different from, or facts in addition to or different from to, those they which it now know or believe believes to be true with respect to the matters underlying the Lawsuit. In furtherance of the Parties’ intent, the release of the Named Plaintiffs any 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 Claims herein released.
f. Each party acknowledges that it is fully informed and aware of its rights to receive independent legal advice regarding the advisability of entering into this Agreement Release and has received such independent legal advice as it deems necessary with regard to the Settlement, including the terms advisability of executing this Release. Each party further acknowledges that it has made an investigation of the judgment facts pertaining to be entered this Release as it has deemed necessary, and, further, acknowledges that it has not relied upon any statement or representation of others, other than as set forth herein or in the Lawsuit and the releases provided for hereinMOU.
7. No person shall have g. This Release does not release any claim of any kind against the Partiesparty from such party’s covenants, their counselobligations, representations, warranties and agreements set forth in this Release 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 CourtMOU.
Appears in 1 contract
Releases. 1. Except as otherwise set forth herein (a) The Holder hereby acknowledges and agrees that neither it nor any of its Affiliates has any claim or as to obligations created herebycause of action against the Company (or any of its Affiliates, upon the Effective Dateofficers, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturersdirectors, employees, contractorsattorneys, predecessorsconsultants or agents) other than for the payment of the Purchase Price under this Agreement. Further, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Holder (for itself and its Affiliates and the successors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, heirs and lawyers representatives of each of the foregoing) (collectivelycollectively for purposes of this Section 4.9(a), the “Releasing PartiesReleasors”)) does hereby fully, separately finally, unconditionally and collectively, will irrevocably release and forever discharge Apple the Company and each of its present and former principalsAffiliates, 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 (collectivelycollectively for purposes of this Section 4.9(a), 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 institutionClosing Date arising out of, prosecutionconnected with or related in any way to the Shares or the Notes or any act, event or transaction related or attendant thereto, or settlement the agreements of the Lawsuit, except for claims relating Company contained therein on or prior to the enforcement Closing Date; provided nothing in this Section 4.9(a) shall relieve the Company from its obligation to pay the Purchase Price to the Holder on the Closing Date.
(b) The Company hereby acknowledges and agrees that neither it nor any of its Affiliates have any claim or cause of action against the Holder (or any of its respective Affiliates, officers, directors, employees, attorneys, consultants or agents) other than to receive delivery of the Settlement or Shares and delivery of the Notes (including accrued but unpaid interest) under this Agreement. Further, for 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 consideration of the Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain agreements contained 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 other good and valuable consideration, the SettlementCompany (for itself and its Affiliates and the successors, including the terms assigns, heirs and representatives of each of the judgment foregoing) (collectively for purposes of this Section 4.9(b), the “Releasors”) do hereby fully, finally, unconditionally and irrevocably release and forever discharge the Holder and each of its respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively for purposes of this Section 4.9(b), the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be entered done on or prior to the Closing Date arising out of, connected with or related in any way to the Lawsuit and Shares or the releases provided for herein.
7. No person shall have Notes or any claim of any kind against the Partiesact, their counselevent or transaction related or attendant thereto, or the Settlement Administrator with respect agreements of the Holder contained therein on or prior to the Settlement and the matters set forth herein, or based on determinations or distributions made substantially Closing Date; provided nothing in accordancewith this Agreement, the Final Approval Order, the Final Judgment, or further order(sSection 4.9(b) shall relieve any Holder from their obligation to deliver of the CourtShares and Notes, duly endorsed for transfer.
Appears in 1 contract
Sources: Note and Share Purchase Agreement (Imperial Holdings, LLC)
Releases. 1. Except as otherwise set forth herein or as to obligations created herebyAs further consideration for Administrative Agent’s and the Lender’s entry into this Amendment, upon the Effective Dateeach Borrower, Named Plaintiffs and Settlement Class Members, on their own behalf for itself and on behalf of their present and former principalsall its predecessors, successors, assigns, agents, servantsemployees, representatives, officers, directors, general partners, limited partners, joint venturersshareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, servants and lawyers attorneys (collectively, collectively the “Releasing Parties”), separately releases and collectively, will release and discharge Apple forever discharges the Administrative Agent and each of its present Lender and former principalstheir respective successors, agents, servantsassigns, partners, joint venturers, directors, officers, managersagents, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantsattorneys, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, employees from any and all damages, suits, claims, debts, demands, assessmentscross-actions, obligationscontroversies, 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, rights, liabilities and whether asserted obligations, at law or unassertedin equity whatsoever, known or unknown, suspected whether past, present or unsuspectedfuture, occurring before now held, owned or possessed by 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 partiesReleasing Parties, or failed to deleteany of them, 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 or any of them may, as a result of any actions or inactions occurring on or prior to exist whichthe date hereof, if known hereafter hold or claim to hold under common law or statutory right, arising, directly or indirectly out of any Loan or any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Each Borrower understands and agrees that this is a full, final and complete release and agrees that this release may be pleaded as an absolute and final bar to any or all suit or suits pending or which may hereafter be filed or prosecuted by any of the Releasing Parties, would materially affect or anyone claiming by, through or under any of the Releasing Parties’ release , in respect of any of the Apple Released Parties.
2. Except as otherwise set forth herein or as to obligations created matters released 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 that no recovery on account of the Lawsuit, except for claims relating to the enforcement of the Settlement or this Agreementmatters described herein may hereafter be had from anyone whomsoever, and that the consideration given for the submission this release is not an admission of false or fraudulent claims for Settlement benefitsliability.
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: Credit Agreement (Matrix Service Co)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) ▇▇▇▇▇, upon the Effective Dateand each of his heirs, Named Plaintiffs and Settlement Class Membersassigns, on their own behalf and on behalf of their present and former principalsemployees, agents, servantsattorneys, partnersadministrators, joint venturersbeneficiaries, executors and all other persons claiming through ▇▇▇▇▇, hereby release, acquit and forever discharge Infinity and its assigns, successors, officers, directors, employees, contractorsagents, predecessorsattorneys, assigns, heirs, spousesadministrators, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantstrustees, and lawyers (collectivelyall corporations, 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 collectivelypartnerships or other entities owned or controlled by Infinity, from any and all damages, suits, claims, debtscounterclaims, 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, rightsobligations, actionsexpress and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, contracts, agreements, damages, costs, attorneys’ ' fees, lossesjudgments, expenses, obligations, or demands interest and expenses of any kind type whatsoever, whether known or unknown, existing in any manner that have been asserted or potentialcould have been asserted arising out of, or suspected or unsuspectedrelated to, 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 counselconnected with, or the Settlement Administrator with respect to subject of the Settlement Breach of Contract Action, the Derivative Action or the acquisition, ownership, conversion and/or sale of Polyphase stock by Infinity (the "Stock Ownership Claim").
(b) ▇▇▇▇▇▇▇, and the matters set forth hereineach of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through ▇▇▇▇▇▇▇, hereby release, acquit and forever discharge Infinity and its assigns, successors, officers, directors, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of, related to, connected with, or based on determinations or distributions made substantially in accordancewith this Agreementthe subject of the Breach of Contract Action, the Final Approval OrderDerivative Action or the Stock Ownership Claim.
(c) Buck, and each of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through Buck, hereby release, acquit and forever discharge Infinity and its assigns, successors, officers, directors, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of, related to, connected with, or the subject of the Breach of Contract Action, the Final JudgmentDerivative Action or the Stock Ownership Claim.
(d) ▇▇▇▇▇▇▇▇, and each of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through ▇▇▇▇▇▇▇▇, hereby release, acquit and forever discharge Infinity and its assigns, successors, officers, directors, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of related to, connected with, or further order(s) the subject of the CourtBreach of Contract Action, the Derivative Action or the Stock Ownership Claim.
(e) Polyphase, and each of its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Polyphase, and all other persons claiming through Polyphase, hereby release, acquit and forever discharge Infinity and its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of related to, connected with, or the subject of the Breach of Contract Action, the Derivative Action or the Stock Ownership Claim.
(f) Infinity, and each of its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, and all other persons claiming through Infinity, hereby release, acquit and forever discharge Polyphase and its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Polyphase, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of, related to, connected with, or the subject of the Breach of Contract Action or the Derivative Action.
(g) Infinity, and each of its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, and all other persons claiming through Infinity, hereby release, acquit and forever discharge ▇▇▇▇▇, and each of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through ▇▇▇▇▇, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of related to, connected with, or the subject of the Breach of Contract Action or the Derivative Action.
(h) Infinity, and each of its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, and all other persons claiming through Infinity, hereby release, acquit and forever discharge ▇▇▇▇▇▇▇, and each of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through ▇▇▇▇▇▇▇, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of; related to, connected with, or the subject of the Breach of Contract Action or the Derivative Action.
(i) Infinity, and each of its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, and all other persons claiming through Infinity, hereby release, acquit and forever discharge Buck, and each of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through Buck, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of; related to, connected with, or the subject of the Breach of Contract Action or the Derivative Action.
(j) Infinity, and each of its assigns, successors, directors, officers, employees, agents, attorneys, administrators, beneficiaries, trustees, and all corporations, partnerships or other entities owned or controlled by Infinity, and all other persons claiming through Infinity, hereby release, acquit and forever discharge ▇▇▇▇▇▇▇▇, and each of his heirs, assigns, employees, agents, attorneys, administrators, beneficiaries, executors and all other persons claiming through ▇▇▇▇▇▇▇▇, from all claims, counterclaims, demands, causes of action, obligations, express and implied warranties, suits, debts, damages, punitive and exemplary damages, common law and statutory penalties, liens, attorneys' fees, judgments, interest and expenses of any type whatsoever, whether known or unknown, in any manner that have been asserted or could have been asserted arising out of; related to, connected with, or the subject of the Breach of Contract Action or the Derivative Action.
Appears in 1 contract
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby, upon a. Upon the Effective Date, Named Plaintiffs in consideration for the mutual promises set forth herein (including the releases granted by the Investors below), VisionChina Me- dia Inc. and Settlement Class MembersVision Best Limited, on their own behalf for themselves and on behalf each of their present and former principalsparents, stockholders, owners, subsidiaries, affiliates, managers, members, partners, successors, representatives, agents, servantsand assigns, hereby release and forever discharge Shareholder Representative Services, LLC, Oak Investment Partners XII, Limited Partnership, Gobi Partners, Inc. n/k/a Gobi Ventures, Inc., Gobi Fund, Inc., Gobi Fund II, L.P., and ▇▇▇▇▇▇ ▇▇▇ Tei ▇▇▇▇, and each of their parents, stockholders, owners, subsidiaries, affiliates, managers, mem- bers, partners, joint venturersofficers, directors, employees, contractorssuccessors, predecessorsrepresentatives, assignsagents, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers assigns (collectively, the “Releasing Investor Released Parties”), separately of and collectivelyfrom any and all debts, will release liens, liabilities, obligations, claims, demands, actions, and discharge Apple causes of action of every kind, nature and description, whether contingent or fixed, in law or in equity, known or un- known, suspected or unsuspected, and whether or not actively concealed by any person, that VisionChina and/or Vision Best has had, may have or now has against any of the In- vestor Released Parties from the beginning of time to the Effective Date, by reason of any matter, course, act or omission whatsoever relating to, arising under, or arising out of the Merger Agreement, Shareholder Agreements, Registration Rights Agreements, or Escrow Agreement, including without limitation any claims that were asserted or that could have been asserted in the 2010 Action or the 2011 Action, except as set forth in paragraph 6(d) below.
b. Upon the Effective Date, in consideration for the mutual promises set forth herein (including the releases granted by Vision China and Vision Best above), each Investor, for itself and each of its present and former principalsparents, stockholders, owners, subsidiaries, affili- ates, managers, members, partners, successors, representatives, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, and assigns, administratorshere- by releases and forever discharges VisionChina Media Inc. and Vision Best Limited, representatives, and each of their parents, shareholdersstockholders, owners, subsidiaries, affiliates, insurersmanagers, underwritersmembers, accountantspartners, officers, directors, employees, successors, representatives, agents, and lawyers assigns (collectively, the “Apple VisionChina Released Parties”), separately of and collectively, from any and all damagesdebts, suitsliens, liabilities, obligations, claims, debts, demands, assessmentsactions, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of actionaction of every kind, of any kind or character whatsoeverna- ture and description, whether based on contract (expresscontingent or fixed, implied, in law or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unassertedin equity, known or unknown, suspected or unsuspected, occurring before and whether or not actively concealed by any person, that the Investors, or any of them, have had, may have or now have against any of the VisionChi- na Released Parties from the beginning of time to the Effective Date Date, by reason of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) any matter, course, act or omission whatsoever relating to, arising under, or arising out of the Merger Agreement, Shareholder Agreements, Registration Rights Agreements, or related to the allegations Escrow Agreement, including without limitation any claims that were asserted or that could have been asserted in the Complaint 2010 Action or the facts underlying the Complaint2011 Action, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or failed to delete, conversations recorded except 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 Partiesset forth in paragraph 6(d) below.
2. Except as otherwise c. Upon the Effective Date, in consideration for the mutual promises set forth herein or as to obligations created hereby(including the releases granted by VisionChina and Vision Best above), Apple will be deemed to have completely released ▇▇▇▇▇▇ ▇▇▇ Tei ▇▇▇▇, for himself and each of his successors, heirs, and assigns, hereby releases and forever discharged Plaintiffs discharges the VisionChina Released Parties of 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, expensesliabilities, obligations, or demands claims, demands, actions, and causes of any kind whatsoeveraction of eve- ry kind, nature and description, whether contingent or fixed, in law or in equity, known or unknown, existing or potential, or suspected or unsuspected, and whether raised or not actively concealed by claimany person, counterclaimthat he has had, setoffmay have or now has against any of the VisionChina Released Parties from the beginning of time to the Effective Date, by reason of any matter, course, act or omission whatsoever relating to, arising under, or otherwisearising out of the Merger Agreement, including Shareholder Agreements, Registration Rights Agreements, or Escrow Agreement, includ- ing without limitation any known claims that were asserted or unknown claims, which they that could have or may claim now or been asserted in the future 2010 Action or the 2011 Action.
d. For the avoidance of doubt, it is specifically understood and agreed that the releases given herein do not release and shall not apply to havethe Judgment entered in the 2011 Action (the disposition of which is governed by the provisions of paragraph 5, above), to the claims asserted in the Cayman Islands Action seeking to enforce the Judg- ment, or to any matters relating to the institution, prosecution, or settlement performance of the Lawsuit, except for claims any obligations 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 aris- ing from this Agreement fully and finally releases and fully resolves or 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 Notes provided pursuant to this Agreement will be deemed final and conclusive against all Settlement Class Members, who will be bound by all of the terms Paragraph 3(e) of this Agreement and the Settlement, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinAgree- ment.
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 (a) Effective upon and as otherwise set forth herein or as to obligations created herebyof the Closing, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and Buyer on behalf of each Company Entity, generally, irrevocably, unconditionally and completely releases, acquits and forever discharges the Seller, its Representatives and their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsrespective Affiliates, and lawyers each of their respective Related Parties, and each of the successors and assigns of any of the foregoing (collectively, the “Releasing Seller Parties”), separately and collectivelyfrom all past, will release and discharge Apple and each of its present and former principalsfuture Losses of every kind, agentsnature, 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 description 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 whatsoevercharacter, whether known or unknown, existing liquidated or potentialunliquidated, that such Company Entity has, owns or holds, 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, own or hold, or may have, own or hold, in each case, arising from the beginning of time through the Closing Date relating to any matter involving the institutionPurchased Interests, prosecutionthe Company Entities or their respective businesses arising on or prior to the Closing, including for any controlling equityholder liability and breach of any fiduciary duty relating to any pre-Closing actions or failures to act by any Seller Party; provided, however, that nothing in this Section 5.10(a) shall constitute a release or waiver of any rights provided for under this Agreement.
(b) Effective upon and as of the Closing, the Seller generally, irrevocably, unconditionally and completely releases, acquits and forever discharges the Company Entities, its Representatives and their respective Affiliates, and each of their respective Related Parties, and each of the successors and assigns of any of the foregoing (the “Buyer Parties”), from all past, present and future Losses of every kind, nature, description or character, whether known or unknown, liquidated or unliquidated, that the Seller has, owns or holds, or settlement claims to have, own or hold, or may have, own or hold, in each case, arising from the beginning of time through the Closing Date relating to any matter involving the Purchased Interests, the Company Entities or their respective businesses arising on or prior to the Closing, including breach of any fiduciary duty relating to any pre-Closing actions or failures to act by any Buyer Party; provided, however, that nothing in this Section 5.10(b) shall constitute a release or waiver of (i) any rights provided under this Agreement; and (ii) any rights for indemnification or exculpation that its Representatives may have as directors or officers 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 Company Entities 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 hereinsuch Company Entity’s Organizational Documents.
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
Releases. 1(a) Employee agrees that, except as provided herein, he hereby waives any right to employment, reinstatement or reemployment with the Company or any Company Affiliate and specifically agrees that he will not apply for same.
(b) Employee acknowledges and agrees that he is fully aware that there are various federal, state and municipal laws which prohibit employment discrimination based on, including without limitation, the following: race, age, sex, marital status, sexual orientation, citizenship, religion, creed, national origin, military or national guard service, mental, psychological record or prior convictions, or entitlement to pension or employee benefits including retirement, pension and severance. Except as otherwise set forth herein or as to obligations created 5
(c) Employee also acknowledges and agrees that he fully understands and is aware that there are federal, state and municipal agencies which enforce and administer these laws and ensure their enforcement.
(d) In consideration of the payments and other undertakings of the Company and the undertakings of Employee, described in this Separation Agreement, and other good and sufficient consideration provided by the parties, the receipt of which is hereby acknowledged, Employee hereby, upon for himself, his heirs, legal representatives, successors and assigns, releases and discharges the Effective DateCompany and the Company Affiliates and its and their respective officers, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of their present and former principals, agents, servants, partners, joint venturersdirectors, employees, contractors, predecessors, successors and assigns, heirsand the Company and Company Affiliates hereby, spousesfor themselves, beneficiariestheir respective successors and assigns, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple Employee, his heirs, legal representatives, successors and each of its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administratorsfrom all actions, 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, suits, debts, accounts, sums of any kind or character money, damages, judgments, claims and demands 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 unassertedin equity, known or unknown, suspected which either hereafter can, shall or unsuspectedmay have against the other for, occurring before upon or by reason of any matter, cause or thing whatsoever from the Effective Date beginning of the Settlement (world to the “Named Plaintiffs and Settlement Class Members’ Released Matters”) date of this Agreement, including without limitation all claims arising out of or by reason of the termination of Employee's employment, except only those arising out of the performance by the Company and Company Affiliates and Employee of their respective covenants and agreements contained in this Separation Agreement and Employee's rights under all retirement, profit sharing, stock option or similar benefit plans sponsored by the Company (to the extent that such rights survive the termination of Employee's employment). Further, the Company and the Company Affiliates do not hereby release Employee from any liability which they or any of them may incur arising from or related to any act or omission on the allegations part of Employee in his capacity as a plan administrator or trustee of any retirement plan or trust maintained by the Complaint Company or the facts underlying the Complaintany Company Affiliate which constitutes gross negligence, including claims that, without the user’s consent, Apple recorded, disclosed to third parties, fraud 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 Partieswillful misconduct.
2. (e) Except as otherwise set forth herein stated, the releases in the foregoing Section 4 (d) include but are not limited to releases of any rights the releasing parties may have for breach of contract (whether express, implied or as to obligations created herebyoral), Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and tort, wrongful termination, defamation, infliction of emotional distress, slander, promissory estoppel, prima facie tort, breach of the covenant of fair dealing, fraud, violation of public policy, claims for physical or emotional injury, any and all liabilitiesclaims based on any federal, claimsstate or local laws including, cross-claimswithout limitation, causes the Age Discrimination in Employment Act (29 U.S.C. '621, et seq.), the Employee Retirement Income Security Act of action1974, rightsthe Civil Rights Acts, 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 fair employment laws of the Lawsuit, except for claims relating to the enforcement State of the Settlement or this AgreementNew York, and for the submission United States and New York Constitutions or common laws. 6 (f) Employee acknowledges (i) that he has been given the opportunity to consult with his attorney regarding this agreement, (ii) that he fully understands this agreement and the effect of false or fraudulent claims for Settlement benefits.
3. The Parties mutually his signing it, (iii) that he has been given up to twenty-one (21) days to consider this agreement and expressly acknowledge (iv) that he may revoke this agreement within seven (7) days following the date that he signs it 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 agreement will 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 PARTYbecome effective or enforceable until after seven (7) days have expired.
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 (Belding Heminway Co Inc /De/)
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 as otherwise set forth herein or as to obligations created hereby(a) The Company hereby releases, upon the Effective Datewaives, Named Plaintiffs relinquishes, renounces and Settlement Class Membersforever discharges Intercoastal, 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 together with its present and former principals, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, shareholdersstockholders, subsidiaries, affiliates, insurerssuccessors and assigns, underwritersas well as its and their respective present and former directors, accountantsofficers, employees, agents, attorneys and lawyers other representatives acting on their behalf and the successors and assigns of each of them (collectively, the “Apple each an "Intercoastal Released Parties”Party"), separately and collectively, from any and all damagesclaims, suits, claims, debts, demands, assessments, obligationsliens, 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-claimslosses, causes of action, rights, actionsdamage, demands, obligations, promises, costs and expenses (including, without limitation, attorneys' fees and expenses) of every kind, nature and description, in law or in equity, whether known or unknown, or known in the future, fixed or contingent, billed or unbilled, suspected, disclosed or undisclosed, claimed or concealed, from the beginning of time through the date of this Agreement, which the Company could assert against any Intercoastal Released Party relating to or arising out of the failure of the Purchasers to purchase the remaining $3,490,000 of Preferred Stock and Warrants pursuant to the Purchase Agreement.
(b) Intercoastal hereby releases, waives, relinquishes, renounces and forever discharges the Company, together with its respective subsidiaries, affiliates, successors and assigns, as well as their respective present and former directors, officers, employees, agents, attorneys and other representatives acting on their behalf and the successors and assigns of each of them (each a "Company Released Party"), from any and all claims, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ feesliabilities, losses, expensescauses of action, rights, damage, demands, obligations, promises, costs and expenses (including, without limitation, attorneys' fees and expenses) of every kind, nature and description, in law or demands of any kind whatsoeverin equity, whether known or unknown, existing or potentialknown in the future, fixed or suspected contingent, billed or unsuspectedunbilled, whether raised by suspected, disclosed or undisclosed, claimed or concealed, from the beginning of time through the date of this Agreement, which the Intercoastal could assert against any Company Released Party relating to or arising out of the failure of the Company to issue shares of Common Stock to Intercoastal as payment of fees relating to the remaining $3,490,000 of Preferred Stock and Warrants pursuant to the Purchase Agreement.
(c) If the Company brings any claim, counterclaimsuit, setoffaction or other proceeding against any Intercoastal Released Party in any administrative proceeding, in arbitration, at law, in equity or otherwisemixed, including in any known or unknown claims, which they have or may claim now or in the future to haveway connected with, relating to or arising out of any right, matter or thing which is released hereby, then the institution, prosecution, Company agrees to jointly and severally indemnify and hold harmless such Intercoastal Released Party in amount of any final monetary judgment or settlement of and any related costs (including, without limitation, its reasonable attorneys' fees and expenses) entered against, paid or incurred by the LawsuitIntercoastal Released Party arising from such claim, except for claims suit, action or proceeding.
(d) If Intercoastal brings any claim, suit, action or other proceeding against any Company Released Party in any administrative proceeding, in arbitration, at law, in equity or mixed, in any way connected with, 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 arising out of any additional right, matter or different claims or facts.
6. The thing which is released hereby, then Intercoastal agree to jointly and severally indemnify and hold harmless such Company Released Party in amount of any final monetary judgment or settlement and any related costs (including, without limitation, its reasonable attorneys' fees and expenses) entered against, paid or incurred by the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class MembersCompany Released Party arising from such claim, who will be bound by all of the terms of this Agreement and the Settlementsuit, including the terms of the judgment to be entered in the Lawsuit and the releases provided for hereinaction or proceeding.
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: Waiver and Release Agreement (Virtual Communities Inc/De/)
Releases. 1. Except as otherwise set forth herein or as to obligations created i.) In consideration of the promises, payments and benefits provided for in Section 2 and Section 5, Employee hereby, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own Employee’s behalf and on behalf of their present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, assignsEmployee’s administrators, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, assigns and lawyers anyone claiming through or under Employee (collectively, collectively the “Releasing PartiesEmployee Releasors”), separately completely releases and collectivelyforever discharges Employer and its past, will release present and discharge Apple future parent entities, subsidiaries, divisions, affiliates and each related business entities, any of its and their respective successors and assigns, assets, employee benefit plans or funds, and any of its and their respective past, present and former principals, agents, servants, partners, joint venturers, and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, investors, employees, contractors, predecessors, successors, assigns, administrators, legal representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountantssuccessors and assigns, and lawyers whether acting on behalf of Employer or in their individual capacities (collectively, collectively the “Apple Released PartiesEmployer Releasees”), separately and collectively, ) from any and all damages, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of obligations or causes or 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 nature whatsoever, whether known or unknown, existing which Employee ever had, now has or potentialmight have against any of the Employer Releasees by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence or other matter up to and including the date on which Employee executes this Separation Agreement. Without limiting the generality of the foregoing, this Separation Agreement is intended to and shall release the Employer Releasees from any and all claims, demands, obligations or causes or action of any nature whatsoever, whether known or unknown, which any of the Employee Releasors ever had, now have, or suspected may have against any of the Employer Releasees arising out of Employee’s employment with Employer and the termination thereof, including, but not limited to, any claim relating to violation of any federal or unsuspectedstate statute or regulation, whether raised by claimany claim for wrongful discharge or breach of contract, 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 institutionstate or federal laws (including, prosecutionbut not limited to, or settlement Title VII of the LawsuitCivil Rights Act of 1964, except for claims relating the Family Medical Leave Act, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Missouri Human Rights Act, the Missouri Equal Pay Law, the Missouri Worker’s Compensation Retaliation Law, the Missouri Disability Discrimination Law, the Missouri Minimum Wage Law, the Missouri Wage Payment & Work Hour Laws, the Missouri AIDS Discrimination Law, the National Labor Relations Act, the Fair Labor Standards Act and the Americans With Disabilities Act). The foregoing shall not apply to the enforcement of the Settlement or this Agreement, and for the submission of false or fraudulent any claims for Settlement benefitsamounts or benefits that Employee is entitled to receive under this Separation Agreement.
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
Releases. 1. Except (a) Executive agrees that in consideration for the payments and other benefits he will receive under the 2011 Employment Agreement and this First Amendment, and as otherwise set forth herein or further consideration for his engagement as to obligations created herebya consultant by Chemung Canal following the Transition Period, he shall upon his termination of employment following the Transition Period, and, again, upon completion of the Effective DateConsulting Period, Named Plaintiffs and Settlement Class Membersrelease the Bank, on FOFC, Chemung Canal, CFC , their own behalf and on behalf of their present and former principalsrespective successors, agents, servants, partners, joint venturersassigns, employees, contractorsofficers, predecessorsdirectors, assignstrusts, heirsemployee benefit plans, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsattorneys, and lawyers other related entities (collectively, the “Releasing Bank Parties”) from all liability, in accordance with the provisions of subparagraphs (b), separately (c) and collectively(d) below, will and, without revocation thereof, no later than twenty-one days after Executive’s separation from service with the Bank or Chemung Canal (and with respect to Executive’s service as a consultant, no later than twenty-one days after the end of the Consulting Period), and no payment or benefit pursuant to the 2011 Employment Agreement and this First Amendment shall be provided to Executive prior to the Bank Parties’ receipt of such respective releases and the expiration of any period of revocation provided for in the respective releases.
(b) Upon completion of the Transition Period, (and, when applicable, upon completion of the Consulting Period), Executive shall forever release the Bank Parties for himself and discharge Apple and each of its present and former principals, his agents, servantsrepresentatives, partnersattorneys, joint venturers, directors, officers, managers, employees, contractorsinsurers, predecessors, successors, assigns, administrators, representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Released Executive Parties”) from ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, PENALTIES, FEES, COSTS, EXPENSES AND LIABILITIES OF ANY NATURE WHATSOEVER, WHICH THE EXECUTIVE HAS HAD OR MAY HAVE AGAINST BANK PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKNOWN TO THE PARTIES AS OF THE SEPARATION OF EMPLOYMENT WITH ANY OF THE BANK PARTIES (AND WHEN APPLICABLE, AS OF THE END OF THE CONSULTING PERIOD), separately and collectivelyAND INCLUDING WITHOUT LIMITATION, from any and all damagesALL MATTERS RELATING TO EXECUTIVE’S 2011 EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH BANK PARTIES, suits(AND WHEN APPLICABLE, 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 otherwiseEXECUTIVE’S CONSULTANCY WITH CHEMUNG CANAL), statuteAND THE TERMINATION OF SUCH EMPLOYMENT WITH ANY OF THE BANK PARTIES (AND WHEN APPLICABLE, or any other theory of recoveryAS OF THE END OF THE CONSULTING PERIOD), and whether for compensatory or punitive damagesINCLUDING BUT NOT LIMITED TO ANY CLAIM ARISING PRIOR TO AND INCLUDING THE END OF THE TRANSITION PERIOD (AND WHEN APPLICABLE, and whether asserted or unassertedTHE COMPLETION OF THE CONSULTING PERIOD) UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA) AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT (OWBPA) OR ANY CLAIM OF DISCRIMINATION IN EMPLOYMENT UNDER ANY OTHER FEDERAL, known or unknownSTATE OR LOCAL LAW OR ANY CLAIMS OR OBLIGATIONS ATTENDANT TO THE 2011 EMPLOYMENT AGREEMENT AND THIS FIRST AMENDMENT, suspected or unsuspectedEXCEPT FOR OBLIGATIONS OWED UNDER THE 2011 EMPLOYMENT AGREEMENT, 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 PartiesAS AMENDED.
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: Executive Employment Agreement (Chemung Financial Corp)
Releases. 1. Except as otherwise set forth herein or as to any claims and obligations created herebyarising out of the October 3,1995 Stock Purchase Agreement, upon the Effective Date, Named Plaintiffs January 3,1997 Commitment Agreement and this Release and Settlement Class MembersAgreement, on their own behalf Savage hereby releases and on behalf of their present discharges Intelect 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, contractorsaffiliates, predecessors, successors, assigns, administratorsofficers, representativesdirectors, parentsemployees, shareholdersagents and attorneys from all actions, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, from any and all damages, causes of actions suits, claims, debts, demandsdues, assessmentssums of money, obligationsaccounts, liabilitiesreckonings, attorneys’ feescovenants, costscontracts, expensescontroversies, rights of action agreements, promises, damages, judgments, executions, claims and causes of action, of any kind or character demands 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 unassertedequity, known or unknown, suspected foreseen or unsuspectedunforeseen, occurring before which Savage and any of its assigns, affiliates, predecessors, successors, directors, shareholders, employees, agents, representatives, attorneys and insurers ever had, now have, or hereafter can, shall, or may have from, upon, or by reason of any matter, cause or thing whatsoever at any point in time up to and including the Effective Date date of the Settlement (the “Named Plaintiffs Release and Settlement Class Members’ Released Matters”) Agreement. Except as to any claims and obligations arising out of or related to the allegations in October 3,1995 Stock Purchase Agreement, 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 January 3,1997 Commitment Agreement and this Release 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 whichAgreement, if known to the Releasing PartiesIntelect hereby releases and discharges Savage and its affiliates, would materially affect the Releasing Parties’ release of the Apple Released Parties.
2. Except as otherwise set forth herein or as to obligations created herebypredecessors, Apple will be deemed to have completely released assigns, officers, directors, employees, agents and forever discharged Plaintiffs and Class Counsel attorneys from and for any and all liabilities, claims, cross-claimsactions, causes of action, rights, actions, suits, debts, lienscovenants, contracts, controversies, agreements, promises, damages, costsjudgments, attorneys’ feesexecutions, losses, expenses, obligations, or claims and demands of any kind whatsoever, whether in law or equity, known or unknown, existing foreseen or potentialunforeseen, which Intelect and any of its assigns, affiliates, predecessors, successors, directors, shareholders, employees, agents, representatives, attorneys and insurers ever had, now have, or suspected or unsuspectedhereafter can, whether raised by claim, counterclaim, setoffshall, or otherwisemay have from, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecutionupon, or settlement by reason of any matter, cause or thing whatsoever at any point in time up to and including the Lawsuit, except for claims relating to the enforcement date 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 Release and Settlement Class Members’ Released Matters shall remain in full and complete effect notwithstanding discovery or existence of any additional or different claims or factsAgreement.
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: Release and Settlement Agreement (Teraforce Technology Corp)
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 1 contract
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Employee, upon the Effective Date, Named Plaintiffs for Employee 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, for Employee’s successors, assigns, administratorsagents, spouse (if any), predecessors, attorneys, heirs, relatives, executors, administrators and representatives, hereby releases and forever discharges the Company, Merger Sub, ▇▇▇▇▇▇, Constellation and their respective predecessors, affiliated entities, parents, subsidiaries, divisions, successors and assigns, and the shareholders, subsidiariesowners, affiliatesdirectors, managers, officers, supervisors, employees, agents, attorneys, insurers, underwriters, accountants, agents and lawyers representatives of each of the foregoing (collectively, the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesclaims, causes of action, suits, claimsback-wages, debts, demands, assessments, obligations, liabilitiesbenefits, attorneys’ fees, costsdebts, expensesdues, rights sums of action money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, charges, complaints and causes of actiondemands whatsoever, in law, or equity, of any kind or character whatsoeverand every kind, nature and character, 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, now known or unknown, suspected which the Employee or unsuspectedhis successors, occurring before assigns, agents, spouse (if any), predecessors, attorneys, heirs, relatives, executors, administrators and representatives ever had, may now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever from the Effective Date beginning of the Settlement (world to the “Named Plaintiffs date of this Agreement specifically but not exclusively relating to any and Settlement Class Members’ Released Matters”) all claims arising out of or related to Employee’s employment with the allegations in Company and the Complaint or the facts underlying the Complaintseparation from that employment, including without limitation any wage claims, any claims thatfor wrongful termination, without the user’s consentharassment of any sort, Apple recorded, disclosed to third partiesdiscrimination of any sort, or failed whether pursuant to deletecontract, conversations recorded as general law, tort law or statute, or under any federal, state or local law or regulation (except for any judicially or statutorily mandated right to participate by testifying truthfully in state or federal administrative proceeding before the result of a Siri activationEEOC or similar state agency, acknowledging that Employee has no right to recover any monetary benefits or compensation in connection with such proceedings). This release will include claims relating to Notwithstanding 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 generality of the Apple Released Partiesforegoing, nothing herein waives Employee’s rights to assert a breach of this Agreement.
2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to (b) Employee acknowledges that he is waiving and releasing (the “Waiver and Release”) any rights he may 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 (i) with respect to the matters underlying the Lawsuit. In furtherance Termination for Convenience, including under Section 13(e) of the Parties’ intentEmployment Agreement or otherwise, and (ii) under the Age Discrimination in Employment Act of 1967 (“ADEA”). Employee acknowledges and agrees that this Waiver and Release is knowing and voluntary. Employee and the Company agree that this Waiver and Release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Waiver and Release. Employee acknowledges that the consideration given for this Waiver and Release is in addition to anything of value to which Employee was already entitled (including, without limitation, the release acceleration of the Named Plaintiffs payment dates for the Termination Payments as provided on Schedule A hereto). Employee further acknowledges that he has been advised by this writing that (a) he should consult with an attorney prior to executing this Agreement containing the Waiver and Settlement Class Members’ Released Matters shall remain in full Release; (b) he was afforded at least twenty-one (21) days within which to consider this Waiver and complete effect notwithstanding discovery or existence of any additional or different claims or facts.
6. The amount Release, which period Employee is permitted to waive by signing this Agreement before the expiration of the Class Payment pursuant to this Agreement will be deemed final twenty-one (21) days and conclusive against all Settlement Class Members, who will be bound by all of thereby commence the terms seven (7) day revocation period if he so elects; (c) he has seven (7) days following the execution of this Agreement by the parties to revoke the Waiver and Release; (d) the Waiver and Release shall not be effective until the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this Waiver and Release under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Any revocation should be in writing and delivered to ▇▇▇▇▇ Lovells US LLP, One ▇▇▇▇▇ Center, Suite 1500, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇▇, by close of business on the seventh day from the date that Employee signs this Agreement.
(c) Employee hereby waives all rights, if any, that he may have to matching contributions from the Company for any Termination Payments that may be directed into the Company’s 401(k) defined contribution plan or any successor thereto. Employee acknowledges that such matching contributions are entirely within the discretion of the Company and that he is not entitled to, and the SettlementCompany has no intention of making, including the terms matching contributions to a 401(k) or other account for Employee’s benefit, regardless of the judgment past practices or any other claim Employee may have to be entered in the Lawsuit and the releases provided for hereinsuch matching contributions.
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: Termination and Release Agreement (Computer Software Innovations, Inc.)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Seller, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf for itself and on behalf of their present Seller’s affiliates, successors and former principalsassigns, agentsshareholders, servantsofficers, partners, joint venturersdirectors, employees, contractors, predecessorsaffiliates, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, agents and lawyers their successors and assigns (collectively, the “Releasing PartiesSeller Releasors”)) hereby releases and forever discharges the Company, separately Buyer, Buyer’s and collectivelythe Company’s respective members, will release and discharge Apple and each of its present and former principalsshareholders, managers, officers, directors, contractors, affiliates, heirs, successors, predecessors, assigns, agents, servants, partners, joint venturers, directors, officers, managers, employees, contractors, predecessors, successors, assigns, administrators, representatives, parents, the Company’s post-Closing shareholders, subsidiariesand all persons acting by, affiliates, insurers, underwriters, accountants, and lawyers through or under each of them (collectively, the “Apple Released PartiesBuyer Releasees”), separately of and collectively, from any and all damagesClaims, suitsany claims, allegations and/or assertions in the Lawsuit, any and all other matters and claims related to the Lawsuit and/or asserted against the Company, Buyer and/or D▇▇▇▇▇ ▇▇▇▇▇ and any and all other claims, debts, demands, assessments, obligations, obligations and 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 contingent or potentialnon-contingent, at law or in equity, whether direct or derivative, in each case directly or indirectly arising from or in connection with, or suspected relating to, the Company, the Company’s business, the Shares or unsuspectedany agreements or obligations of the Company and/or Seller’s ownership of the Company or resulting from Seller or any of its Related Parties having been a director, whether raised by claimofficer or employee of the Company, counterclaim, setoffwhich the Seller Releasors or any of them now have or had or may hereafter have against either the Company or the Buyer Releasees, or otherwiseany them; provided, including any known however, that nothing in this Section 9(a) shall terminate or unknown claims, which they have or may claim now release Buyer’s obligations to Seller under this Agreement. Seller shall not and shall cause the Seller Releasors to not disparage the Buyer Releasees to third parties or in public or otherwise take any action or make any comment that would harm in any way the future goodwill, business or reputation of the Buyer Releasees. Seller, for itself and on behalf of Seller Releasors agrees not, directly or indirectly, to have, relating to the institution, prosecutionbring, or settlement of the Lawsuitassist or cooperate in bringing, except for any claims relating to the enforcement of the Settlement or this Agreementreleased hereunder, and for the submission of false or fraudulent claims for Settlement benefits.
3. The Parties mutually and expressly acknowledge and agree further agrees that this release is, will constitute, and may be pleaded as, a bar to any such released claims. Neither the execution nor delivery of this Agreement fully and finally releases and fully resolves nor the claims released in Sections H.1 and H.2 abovepayment of any consideration by any person incident to this release is an admission of any wrongdoing whatsoever on the part of any party, including any claims that may including, but not be known. Accordinglylimited 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 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 and the Lawsuit. Seller, for itself and on behalf of Seller Releasors acknowledges that no remedy of law may be adequate to compensate the injured party for a violation of this Section and each of them hereby agrees that, in addition to any legal or other rights that may be available in the event of a breach hereunder, the injured party may seek equitable relief to enforce this Section in any court of competent jurisdiction. In furtherance any such action brought by any Seller Releasor, such party shall be entitled to recover reasonable attorneys’ fees, court costs and expenses through and including all appeals.
(b) Each of Buyer and the Company, for itself and on behalf of its respective affiliates, successors and assigns, shareholders, officers, directors, employees, contractors, affiliates, agents and their successors and assigns (collectively, the “Buyer Releasors”) hereby releases and forever discharges Seller, Seller’s shareholders, members, managers, officers, contractors, affiliates, heirs, successors, predecessors, assigns, agents, and all persons acting by, through or under each of them (collectively, the “Seller Releasees”), of and from any and all claims, debts, obligations and liabilities, whether known or unknown, contingent or non-contingent, at law or in equity, in each case directly or indirectly arising from or in connection with, or relating to, the Company, the Company’s business, the Shares or any agreements or obligations of the Parties’ intent, the release Company and/or Seller’s ownership 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 Buyer’s ownership of the Class Payment pursuant to this Agreement will be deemed final and conclusive against all Settlement Class MembersCompany or resulting from any of Seller or Buyer or any of their respective Related Parties having been a director, who will be bound by all officer or employee of the terms Company, which the Buyer Releasors or any of them now have or had or may hereafter have against the Seller Releasees, or any them; provided, however, that nothing in this Section 9(b) shall terminate or release Seller’s obligations to Buyer under this Agreement. Buyer shall not and shall cause the Buyer Releasors to not disparage the Seller Releasees to third parties or in public or otherwise take any action or make any comment that would harm in any way the goodwill, business or reputation of the Seller Releasees. Buyer, for itself and on behalf of Buyer Releasors agrees not, directly or indirectly, to bring, or assist or cooperate in bringing, any claims released hereunder, and further agrees that this release is, will constitute, and may be pleaded as, a bar to any such released claims. Neither the execution nor delivery of this Agreement nor the payment of any consideration by any person incident to this release is an admission of any wrongdoing whatsoever on the part of any party. Buyer, for itself and on behalf of Buyer Releasors acknowledges that no remedy of law may be adequate to compensate the Settlementinjured party for a violation of this Section and each of them hereby agrees that, including the terms of the judgment in addition to any legal or other rights that may be entered available in the Lawsuit and the releases provided for herein.
7. No person shall have any claim event 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 Agreementa breach hereunder, the Final Approval Orderinjured party may seek equitable relief to enforce this Section in any court of competent jurisdiction. In any such action brought by any Buyer Releasor, the Final Judgmentsuch party shall be entitled to recover reasonable attorneys’ fees, or further order(s) of the Courtcourt costs and expenses through and including all appeals.
Appears in 1 contract
Releases. 1. Except as otherwise (a) Upon payment in full of the Purchase Price and the delivery of the Company Shares, the Electro Shares, and the Deal Electric Shares in accordance with the terms set forth herein in Section 1.01 of this Agreement, the following mutual releases (the "Releases") shall take effect: In consideration of the foregoing purchase and sale, each of the Company and its Affiliates, for itself, for its predecessors, successors, heirs, and assigns, and for any of its 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 respective present and former principalsofficers, directors, stockholders, managers, members, partners, employees, agents, servants, partnersassociates, joint venturersand representatives, employees, contractorshereby releases Seller and its Affiliates, predecessors, assignssuccessors, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsand assigns, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its or their respective present and former principalsofficers, directors, stockholders, managers, members, partners, employees, agents, servants, partnersassociates, joint venturersand representatives, and each of Seller and its Affiliates, for itself, for its predecessors, successors, heirs, and assigns, and for its or their respective present and former officers, directors, officersstockholders, managers, members, partners, employees, contractorsagents, servants, associates, and representatives, hereby releases the Company and its Affiliates, predecessors, successors, heirs, and assigns, administratorsand its or their respective present and former officers, directors, stockholders, managers, members, partners, employees, agents, servants, associates, and representatives, parents, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, and lawyers (collectively, the “Apple Released Parties”), separately and collectively, in each case 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, rightsproceedings, actionsjudgments, suits, debtsand demands, lienswhether in law or in equity, contractsand whether based on any federal law, agreementsstate law, damages, costs, attorneys’ fees, losses, expenses, obligationscommon law right of action, or demands of any kind whatsoeverotherwise, whether foreseen or unforeseen, matured or unmatured, known or unknown, existing accrued or potentialnot accrued, by reason of any matter, cause, 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 whatsoever from the future to have, relating beginning of the world to the institutiondate of these Releases. For the avoidance of doubt, prosecution, or settlement and without in any way limiting the generality 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. Accordinglypreceding sentence, 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, Releases shall include the release of any obligations of the Named Plaintiffs Company and Settlement Class Members’ Released Matters shall remain its Affiliates pursuant to the Order dated February 7, 1996 (the "Order") in full and complete effect notwithstanding discovery or existence the action captioned ▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation v. Leviton Manufacturing Co., Inc. in the Delaware Court of any additional or different claims or factsChancery.
6. The amount (b) Seller shall execute and deliver such further instruments and take such further actions as the Company may reasonably request in connection with any efforts the Company may undertake to obtain the vacation of the Class Payment pursuant to Order.
(c) Nothing 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 shall preclude any action 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 enforce this Agreement, the Final Approval Order, the Final Judgment, or further order(s) of the Court.
Appears in 1 contract
Sources: Minority Stock Purchase Agreement (Thomas & Betts Corp)
Releases. 1. Except as otherwise set forth herein or as to obligations created hereby(a) Each Seller, upon the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf of such Seller and each of such Seller’s Affiliates, heirs, representatives, successors, and assigns, on the one hand, and Buyer, on behalf of itself and each of Buyer’s Affiliates, heirs, representatives, successors, and assigns, on the other hand (individually a “Releasor” and collectively, “Releasors”), hereby releases and forever discharges Buyer, the Acquired Entities, the other Seller Parties and each of their respective 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 venturersofficers, directors, officers, managers, employees, contractorsagents, predecessorsstockholders, controlling persons, representatives, Affiliates, successors, assigns, administratorson the one hand, and the Sellers (and each of the other Sellers) and each of their respective present and former officers, directors, managers, employees, agents, stockholders, controlling persons, representatives, parentsAffiliates, shareholderssuccessors, subsidiariesassigns, affiliateson the other hand (individually, insurers, underwriters, accountants, a “Releasee” and lawyers (collectively, the “Apple Released PartiesReleasees”), separately and collectively, from any and all damagesActions, suitsCourt Orders, claimsLosses, debtsand, demandsexcept as expressly contemplated by this Agreement, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action 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 Releasor now has, have ever had or may hereafter have against the Effective Date respective Releasees 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 Closing Date, whether pursuant to their respective Organizational Documents, Contract or otherwise; except that (i) the Complaint foregoing releases shall not apply to the Company and any indemnitees under the indemnification agreements set forth on Schedule 6.2(a) solely with respect such indemnification agreements, or any indemnification obligations under the Restated Certificate or the facts underlying Bylaws, (ii) the Complaintforegoing releases shall not apply to claims alleging fraud or willful misconduct (iii) the foregoing releases shall not apply to any obligations of any of the Acquired Entities under any employment agreement with a Seller, including claims that, without (iv) the user’s consent, Apple recorded, disclosed foregoing releases shall not apply to third parties, or failed to delete, conversations recorded as the result 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 Party arising under this Agreement, and for (v) the submission foregoing releases shall not apply to any employee benefits to which any such Seller is entitled under any Employee Benefit Plans or otherwise from any 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 aboveAcquired Entities, including any accrued and unpaid salary or vacation or paid time off. Each Releasor acknowledges and agrees that as a condition of this Agreement, such Releasor is expressly releasing all the released claims against the Releasees that he, she or it knows about as well as those that he, she or it may not be knownknow about. Accordingly, the Parties Each Releasor expressly waive waives all of their rights under Cal. Section 1542 of the Civil Code § 1542of the State of California, which provides thatreads 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 HER 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 (b) Notwithstanding the provisions of similar effect to Cal. Civil Code § Section 1542, whether under and for the law purpose 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 implementing a full and complete effect notwithstanding discovery release and discharge of the Releasees, each Releasor expressly acknowledges that this Section 6.3 is intended to include and does include in its effect, without limitation, all released claims which such Releasor does not know or existence suspect to exist in his, her or its favor against the Releasees, and that this Agreement contemplates the extinguishment of any additional such claim or different claims or factsclaims.
6. The amount (c) Each Releasor hereby irrevocably covenants to refrain from, directly or indirectly, asserting any cause 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 Settlementor commencing, including the terms of the judgment 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 any Releasee, based upon any matter purported to be released hereby.
(d) The provisions of this Section 6.3 are (i) intended to be for the Partiesbenefit of, their counseland shall be enforceable by, each Releasee, it being expressly agreed that such Releasees shall be third party beneficiaries of this Section 6.3, and (ii) in addition to, and not in substitution for, any other right to indemnification 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 contribution that any such Releasee may have under this Agreement, by contract or otherwise.
(e) The obligations of each Releasor under this Section 6.3 shall not be terminated or modified in such a manner as to adversely affect any Releasee to whom this Section 6.3 applies without the Final Approval Order, the Final Judgment, or further order(s) consent of the Courtaffected Releasee.
Appears in 1 contract
Releases. 1. Except as otherwise set forth herein or as to obligations created herebyOn the Termination Date, upon consummation of the Effective Date, Named Plaintiffs and Settlement Class Members, on their own behalf and on behalf termination 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 (collectivelythe Transactions, the “Releasing Parties”)Repurchase Agreement and the other Transaction Documents pursuant to this Agreement and the sale of the Closeout Loans in accordance with this Agreement each Party hereby releases, separately acquits and collectivelyforever discharges each other Party, 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, their respective subsidiaries, affiliates, insurersofficers, underwritersdirectors, accountantsagents, employees, partners, members, managers, servants, attorneys and lawyers (collectivelyrepresentatives, as well as the “Apple Released Parties”)heirs, separately personal representatives, predecessors-in-interest, successors and collectively, assigns from any and all damagesclaims, demands, debts, actions, causes of action, suits, claimscontracts, debts, demands, assessmentsagreements, obligations, liabilities, attorneys’ feesaccounts, costsdefenses, expensesoffsets against the liabilities and obligations arising under or related to the Repurchase Agreement and the other Transaction Documents and the Transactions contemplated therein or related thereto, rights of action including, without limitation, all such claims, defenses and causes of action, liabilities 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 in contract, in tort or statutory, at law or in equity, including, without limitation, such claims and defenses as fraud, misrepresentation, breach of duty, mistake, duress, usury, claims pertaining to so-called “lender liability,” and claims pertaining to creditor’s rights, which such Party ever had, now has, or might hereafter have against the Effective Date other, jointly or severally, for or by reason of any matter, act, omission, cause or thing whatsoever occurring, on or prior to or subsequent to the date of this Agreement, that is related to, in whole or in part, directly or indirectly the Repurchase Agreement, the other Transaction Documents and/or any of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of Transactions; provided, however, that nothing in this Agreement 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 these releases shall be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for release any and all liabilitiesobligation of Buyer or Seller, claimsas the case may be, cross-claimsarising under this Agreement or the transactions contemplated hereunder. In connection with the releases granted herein, 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 each of the Lawsuit, except for claims relating to Parties hereby waives all rights conferred by the enforcement provisions 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 § 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.
4Section 1542 and/or any similar state or federal law. The Parties also expressly waive all rights under any other statutes, legal decisions, or common law principles of similar effect to Cal. California 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.Section 1542 provides as follows:
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Releases. 1. Except Upon and effective as otherwise set forth herein or as to obligations created hereby, upon of the Effective Date, Named Plaintiffs and Settlement Class MembersTenants, on their own behalf of themselves and on behalf of their present any other person or entity claiming through or under any Tenant, do hereby release and former principals, agents, servantsforever discharge Landlords and Landlords’ respective members, partners, joint venturersshareholders, managers, directors, employees, contractors, predecessors, assignsagents and their respective attorneys, heirs, spouses, beneficiaries, executors, administrators, representatives, insurersexecutors, underwriters, accountants, successors and lawyers assigns (collectively, the “Releasing Landlord Parties”), separately from any and collectivelyall Claims that any Tenant may have had, will now has, or may have against any Landlord or any of the Landlord Parties, arising out of any act or omission of any Landlord under the Leases. For clarity, nothing contained herein shall be construed as releasing Landlords from liability for the breach of any agreement, representation or warranty of Landlords under this Agreement.
(a) Upon and effective as of the Effective Date, and subject to the proviso in the second sentence of Section 2(a) hereof and Tenants’ other obligations hereunder, Landlords, on behalf of themselves and on behalf of any other person or entity claiming through or under any Landlord, do hereby release and forever discharge Apple Tenants, Subtenants, Guarantor, Manager and each of its present and former principals, agents, servantstheir respective members, partners, joint venturersshareholders, managers, directors, officers, managers, employees, contractorsagents and their respective attorneys, predecessors, successors, assignsheirs, administrators, representatives, parentsexecutors, shareholders, subsidiaries, affiliates, insurers, underwriters, accountants, successors and lawyers assigns (collectively, the “Apple Released Tenant Parties”), separately and collectively, from any and all damagesClaims that any Landlord may have 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, impliednow has, or otherwise), statute, may have against any Tenant 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 (Tenant Parties, to the “Named Plaintiffs and Settlement Class Members’ Released Matters”) extent arising out of any act 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 omission of any kind whatsoeverTenant under the Leases. For clarity, whether known nothing contained herein shall be construed as releasing Tenants from liability for the breach of any agreement, representation 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 warranty of the Lawsuit, except for claims relating to the enforcement of the Settlement or Tenants 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 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.
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Sources: Lease Termination Agreement (New Senior Investment Group Inc.)
Releases. 1. Except (a) Effective as otherwise set forth herein or as of the Closing, Seller and, to obligations created herebythe extent Seller has the authority to bind such Person, upon the Effective Dateeach of its past and present stockholders, Named Plaintiffs and Settlement Class Membersofficers, on their own behalf and on behalf of their present and former principalsdirectors, attorneys, successors, assigns, employees, agents, servants, parent companies, subsidiaries, affiliates, related corporations, partners, joint venturers, employees, contractorsrepresentatives, predecessors, assigns, heirs, spouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountantsindemnitors, and lawyers (collectivelycreditors, the “Releasing Parties”)hereby release, separately covenant not to ▇▇▇, acquit and collectively, will release forever discharge Purchaser and discharge Apple its Affiliates including all Foreign Entities and each of its present and former principalstheir respective stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, attorneys, parent companies, subsidiaries, Affiliates related corporations, partners, joint venturersrepresentatives, predecessors, insurers, indemnitors, and any and all persons acting by, through, under or in concert with any of them, from any claims arising prior to the Closing; provided, however that this release shall not include a release of any rights under this Agreement.
(b) Effective as of the Closing, Purchaser and, to the extent Purchaser has the authority to bind such Person, and each of its past and present stockholders, officers, directors, officers, managers, employees, contractors, predecessorsattorneys, successors, assigns, administratorsemployees, representativesagents, parentsservants, shareholdersparent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, underwriters, accountantsindemnitors, and lawyers (collectivelycreditors, the “Apple Released Parties”)hereby release, separately covenant not to ▇▇▇, acquit and collectivelyforever discharge Seller and its Affiliates and each of their respective stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, attorneys, parent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, indemnitors, and any and all Persons acting by, through, under or in concert with any of them, from any and all damagesclaims arising prior to the Closing; provided, suits, claims, debts, demands, assessments, obligations, liabilities, attorneys’ fees, costs, expenses, rights of action and causes of action, however that this release shall not include a release 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 rights 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 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.
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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 or any Subsidiary 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 or any Subsidiary, 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, (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 6.12 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 OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
(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 6.12, 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 6.12 (subject to the exceptions set forth in this Section 6.12). 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 6.12.
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.
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