Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under commo...
Mutual Releases. (a) Except for an entitlement to a TOP Rebate under clause 5.4, the Access Holder releases ARTC from any Claims it may have, or Liability incurred by the Access Holder, however arising (including under this agreement, in tort including negligence, or for breach of any statutory duty), relating to:
Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed to and shall unconditionally and irrevocably release each other from any and all claims, obligations, suits, judgments, damages, rights, Causes of Action and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from any act or omission that constitutes gross negligence or willful miscon...
Mutual Releases. Upon execution of this Agreement by all Parties, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors and assigns or transferees, and each of their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilities, demands, obligations, amounts due, damages, losses, actions and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by law, whether presently known or unknown, and whether based at law or in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**
Mutual Releases. A. In consideration of the agreements of ALRe and Holdings hereunder, XL and XL Re release and forever discharge ALRe and Holdings, their subsidiaries, predecessors, successors and assigns, and each of their respective officers, directors and affiliates (the "ALRe Related Parties") from any and all liabilities and obligations of the ALRe Related Parties arising under or related to the Retrocession Agreements, the Administration Agreement, the Master Agreement and the Letters of Intent, whether known or unknown, reported or unreported and whether currently existing or arising in the future, including, but not limited to, all claims, debts, demands, causes of action, duties, sums of money, covenants, contracts, controversies, agreements, promises, doings, omissions, damages, judgments, costs, expenses, and losses whatsoever (including without limitation any claims based on fraud, bad faith or extracontractual liabilities). XL and XL Re further acknowledge that the provisions of this Agreement are in complete accord, satisfaction, settlement and commutation of ALRe's liabilities and obligations under the Retrocession Agreements, the Administration Agreement, the Master Agreement and the Letters of Intent; provided that, for the avoidance of doubt, nothing in this Agreement shall be construed to (i) release or relieve ALRe or Holdings from any indemnification obligation that it owes or may owe in the future to any of its directors that are officers, directors, or designees of, or otherwise related to, XL, (ii) release or relieve ALRe or Holdings from any obligation that it may have, now or in the future, to any affiliate of XL as a shareholder or warrantholder of Holdings, (iii) release any party from its obligations under this Agreement or (iv) preclude XL from making any claims or cross-claims in connection with existing or future shareholder lawsuits against Holdings.
Mutual Releases. In consideration of the payment of the severance benefits, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, successors and assigns, agents and employees (each in their individual and corporate capacities) (hereinafter, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which you ever had or now have against the Released Parties, including, but not limited to, those claims arising out of your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., the Massachusetts Fair Employment Practices Act., M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105D, all as amended; all common law claims including, but not limited to, actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options; and any claim or damage arising out of your employment with or separation from the C...
Mutual Releases. (a) Except (i) as provided in Section 7.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any WPX Indemnitee is entitled to indemnification pursuant to this Article VIII, effective as of the Effective Time, WPX does hereby, for itself and each other WPX Entity and their respective Affiliates, predecessors, successors and assigns, and, to the extent WPX legally may, all Persons that at any time prior or subsequent to the Effective Time have been stockholders, directors, officers, members, agents or employees of WPX or any other WPX Entity (in each case, in their respective capacities as such), remise, release and forever discharge each WMB Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity, whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, whether or not known as of the Effective Time.
Mutual Releases. Buyer shall be deemed to have released the Seller Indemnified Parties at Closing from any and all Losses for which Buyer has agreed to indemnify the Seller Indemnified Parties hereunder, and Seller shall be deemed to have released the Buyer Indemnified Parties at Closing from any and all Losses for which Seller has agreed to indemnify the Buyer Indemnified Parties hereunder.
Mutual Releases. In consideration of the provisions of this Agreement:
Mutual Releases. 1. In consideration of the foregoing and the benefits paid and payable to Executive under the Retention Agreement, Executive hereby waives all claims against Company, its affiliates and their respective officers, directors and executives (hereinafter the "RELEASEES"), and releases and discharges the Releasees from liability for any and all claims and damages that Executive may have against them as of the date of this Agreement, whether known or unknown, including, but not limited to, any claims arising out of his employment relationship with Company or its affiliates or the termination of such employment, or any violation of any federal, state or local fair employment practice law, including Title VII of the Civil Rights Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act as amended by the Older Workers' Benefit Protection Act, or any other employee relations statute, rule, executive order, law or ordinance, tort, express or implied contract, public policy or other obligations; provided, however, that nothing herein shall be deemed a waiver or release of Executive's right to enforce the obligations of Company under this Agreement or 23 the Retention Agreement or Executive's rights to indemnification to the fullest extent provided by law or in any applicable certificate of incorporation, charter or similar document, by-laws or contract. Executive acknowledges that Executive has had up to 21 days to consider the terms of this Agreement and is hereby advised by Company to discuss the terms of this Agreement with an attorney unrelated to Company prior to signing this Agreement. Executive further acknowledges that Executive is entering into this Agreement freely, knowingly, and voluntarily, with a full understanding of its terms. Executive also acknowledges that Executive will have 7 days from the date he signs this Agreement to revoke the Agreement by notifying the General Counsel of the Company in writing.
