3Release. Each Seller hereby irrevocably releases and discharges Buyer and the Company and each of their subsidiaries and their respective directors, officers, employees, agents, Affiliates, successors and assigns, from any and all claims of any nature whatsoever that such Seller may have, or ever had before the Closing, arising out of, or related to, such Seller’s status as a stockholder, employee, consultant, officer or director or equity award holder in the Company, except relating to Buyer’s or the Company’s failure to perform any of their obligations, undertakings or covenants under the Transaction Documents (including for the amounts that such Seller is entitled to receive pursuant to the terms of this Agreement) and except for any rights (e.g., compensation or accrued vacations) due to them in the ordinary course of business for the performance of their office or employment position with the Company and the US Subsidiary. To implement a full and complete release and discharge of claims as set forth above, the undersigned expressly acknowledges that this release is intended to include in its effect all claims the undersigned does not know or suspect to exist in the undersigned’s favor at the time of signing this Agreement, and that this release contemplates the extinguishment of any such claim or claims. The invalidity or unenforceability of any part of this release shall not affect the validity or enforceability of the remainder of this release or any other provisions of this Agreement, which shall remain in full force and effect.
3Release. Subject to and conditioned upon the issuance of the Notes hereunder at Closing and the issuance of the AP Notes on the First Amendment Effective Date, the Noteholder Representative and each Purchaser and each of their Related Parties, individually and jointly, and on behalf of their principals, directors, officers, counsel, managers, stockholders, members, limited partners, general partners; present, former, and future spouses, agents, representatives, successors, heirs, beneficiaries, predecessors, assigns, legal representatives, trustees and executors and anyone claiming by, through or on behalf of any of them (all of the foregoing are collectively referred to hereafter as “Releasing Parties”) hereby release, remise, and forever discharge Jupiter, the Parent, the Borrowers and each other Loan Party and each of their Related Parties, individually and jointly, and on behalf of their principals, directors, officers, counsel, managers, stockholders, members, limited partners, general partners; present, former, and future spouses, agents, representatives, successors, heirs, beneficiaries, predecessors, assigns, legal representatives, trustees and executors (all of the foregoing are collectively referred to hereafter as “Released Parties”) from any and all claims, debts, suits, demands, contracts, judgments, damages, costs, proceedings, and actions of any kind which Releasing Parties ever had, now have, or may hereafter have, whether known or unknown, accrued or not accrued, suspected or unsuspected, arising out of or in any way related to the Obligations to Jupiter Sellers but specifically excluding the Excluded Obligations and any claims that the Purchasers may have under the Merger Agreement (other than with respect to the Holdback Amount and interest accrued thereon as of the date of this Agreement) (collectively, the “Claims”). The Releasing Parties hereto fully and voluntarily waive, release, and relinquish any rights and benefits which they may have under any law pertaining to the Claims. In connection with such waiver and relinquishment, the Releasing Parties acknowledge that they may hereafter discover facts in addition to or different from those which they now know or believe to be true as regards the subject matter of this release, but it is their intention to fully and finally forever settle and release any and all matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist, or heretofore have exis...
3Release. The designated person shall be responsible for the release of each Batch of Bulk Drug Substance and Drug Product after review of the Batch Documentation (which shall be signed in accordance with the Quality Agreement) for each Batch of Bulk Drug Substance that has been produced.
3Release. Effective as of the Closing, the Stockholder hereby releases and forever discharges the Company , from any and all losses, damages, liabilities, obligations, assessments, suits, proceedings, claims or demands, judgments, penalties, encumbrances, actions or causes of action, including costs, expenses and fees (including without limitation, reasonable attorneys’ fees and expert witness fees incurred in connection therewith) whatsoever, whether known or unknown, suspected or unsuspected, contingent or absolute, both at law and in equity, which such Stockholder now has, has ever had or may hereafter have against the Company arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including but not limited to, any rights to indemnification or reimbursement from the Company , whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date. Notwithstanding anything herein to the contrary, nothing contained in this Section 0 shall operate to discharge, release or waive the obligations, covenants and agreements of Buyer arising under this Agreement and the agreements, instruments, certificates and other documents contemplated hereby.
3Release. Except for the obligations set forth in this Agreement, Assignee hereby releases, remises, acquits and forever discharges Assignor and its related or controlled entities, and all of their directors, officers, members, managers, partners, employees, servants, attorneys, assigns, heirs, successors, agents and representatives, past and present, and the respective successors, executors, administrators and any legal and personal representatives of each of the foregoing, and each of them, from any and all claims, demands, actions, causes of action, debts, liabilities, rights, contracts, obligations, duties, damages, costs, expenses or losses, of every kind and nature whatsoever, and by whomever asserted, whether at this time known or suspected, or unknown or unsuspected, anticipated or unanticipated, direct or indirect, fixed or contingent, or which may presently exist or which may hereafter arise or become known, in law or in equity, in the nature of an administrative proceeding or otherwise, for or by reason of any event, transaction, matter or cause whatsoever, with respect to, in connection with or arising out of Assignee's employment with Assignor, for any monies advanced to Assignor, and claims that may be asserted by Assignee against Assignor through the date of this Transfer and Assumption Agreement. It is understood by the parties that the facts with respect to which the foregoing release is given may hereafter turn out to be other than or different from the facts now known to a party or the parties or believed by a party or the parties to be true, and each party therefore expressly assumes the risk of the facts turning out to be so different and agrees that the foregoing release shall be in all respects effective and not subject to termination or rescission by any such difference in facts.
