any and all definition
any and all means. If a contract is capable of two constructions courts are bound to give such an interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried into effect.(Id. at 953-954, citations omitted.)The contract at issue in Edwards did not expressly reference indemnity rights, and the court commented that it should not be read as encompassing a waiver of indemnity rights without such mention.Here, in contrast, the Settlement Agreement does mention indemnity in the context of an express reservation of rights. Giving effect to that reservation in the Settlement Agreement is consistent with the tenets of contractual interpretation because it makes the contract lawful, valid and capable of being carried into effect. In addition, our conclusion makes it unnecessary to insert additional language or terms into the contract, which is consistent with Code of Civil Proceduresection 1858 and its mandate that when courts construe an instrument, a judge is “not to insert what has been omitted, or to omit what has been inserted … .”Like in Edwards, the “any and all” claims release does not encompass nonwaivable statutory protections, such as the employee indemnity protection of Labor Code section 2802. Interpreted this way, the Settlement Agreement provisions do not violate Labor Code section 2804 and the contractual release is neither unlawful nor null and void. (See Edwards, supra, at 954, citations omitted.)The purported waiver of statutory protections articulated in Civil Code, § 1542 [“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[…]”] are encompassed by this analysis.While defendants argue that the medical board’s disciplinary proceeding is different than a malpractice action, and a disciplinary proceeding may be subject to a higher evidentiary standard, it does not follow that those proceedings cannot also be based in malpractice. Here, injury was at issue because the patient whose claim gave rise to the disciplinary proceeding was also the same patient who filed a malpractice claim. Defendants do not explain why the difference in proceedings would necessarily preclude the Accusation from a reference to a “claim made for malpractice.” While adisciplinary proceeding may not always require injury, the “gross negligence” and “repeated negligent acts” counts in the Accusation are based in medical malpractice a...
any and all. May" means "may but shall not be obligated to".
any and all defined benefit plans" (as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended), including any excess benefit or supplemental retirement plans or agreements, whether or not heretofore funded, maintained by the Company or any of its subsidiaries or affiliates. The actuarial present value of the SERP Benefit shall be paid to the Executive (or, if he shall not survive, to his spouse, if then living, or otherwise to his estate) in one lump sum on January 2, 2002. The lump sum amount shall be calculated in accordance with Section 4.3 of the Company's Supplemental Executive Retirement Program for Executives in Career Band 6 and Above, but applying the discount rate (5.78%) applicable thereunder for lump sum payments to be paid on the Effective Date.
More Definitions of any and all
any and all. “Including” means “including but not limited to.” “And” and “or” encompass both “and” and “or.” Words in the masculine, feminqine, or neutral form shall include each of the other genders.