General Releases. (a) For and in consideration of the severance benefits which the Executive will receive under the Employment Severance Agreement to which this Release Agreement is attached, the Executive fully and forever releases and discharges MedSource Technologies, Inc. ("Company") (which for purposes of this Agreement includes its present and former officers, directors, shareholders, employees, agents, investors, administrators, representatives, attorneys, affiliates, divisions, subsidiaries, parent corporations, predecessor and successor corporations and assigns) from any and all liability for any claim, duty, obligation, debt, covenant, cause of action or damages (collectively "Claims"), whether presently known or unknown, suspected or unsuspected, that Executive ever had, may have had or now have arising from any omission, act or fact that has occurred up to and including the date of this Agreement. Such released Claims include, but are not limited to: (i) any Claims arising out of or attributable to Executive's employment or the termination of employment with the Company; (ii) any Claims for wages, severance pay, bonuses, accrued vacation, personal days, holidays, sick days, stock, stock options, units, membership interests, attorneys fees, costs or expenses; (iii) all Claims arising under any agreement, understanding, promise or contract (express or implied, oral or written) between Executive and the Company; (iv) all Claims of wrongful termination, unjust dismissal, defamation, violation of the implied covenant of good faith and fair dealing libel or slander; (v) all Claims arising under tort law; (vi) any Claims arising under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference; (vii) any Claims arising under any federal, state or local constitution, statute, regulation or ordinance to the extent such claims may be validly waived including, without limitation, the Age Discrimination in Employment Act (the "ADEA"), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Employee Retirement Income Security Act; and (viii) any Claims for any other loss or damage.
(b) The Company, for itself and affiliated companies and its and their successors and assigns, hereby releases and forever discharges Executive from any and all claims based upon any act, omissio...
General Releases. The General Releases referred to in Section 5.3, duly executed by the persons referred to in such Section.
General Releases. The releases by SITO and Zoove, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, in this Agreement include an express, informed, knowing, and voluntary waiver and relinquishment to the fullest extent permitted by law. In this connection, the Parties acknowledge that they may have sustained damages, losses, costs, or expenses which are presently unknown and unsuspected and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown claims, counterclaims, causes of action, damages, losses, costs, and expenses based upon, resulting from or arising in connection with any actions, omissions, events, transactions, or matters of or involving any one or more of the Zoove Releasees or SITO Releasees that have occurred on or before the Effective Date of this Agreement, and the Parties voluntarily and with full knowledge of its significance, expressly waive and relinquish any and all rights they may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releases. Accordingly, SITO and Zoove each, on behalf of themselves and their respective officers, directors, members, employees, agents, representatives, attorneys, predecessors, heirs, successors, and assigns, hereby waive any and all rights under California Civil Code Section 1542 and any other statute or law of similar import or purpose of any other jurisdiction with respect to the releases contained in this Agreement. California Civil Code Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
General Releases. Subject only to the provisions of this Agreement:
(a) Vermont Pure, for itself and all of its respective parent companies, subsidiaries, divisions, affiliates, predecessors, successors, assigns, and all companies owned or controlled by them, does hereby release and forever discharge the I&R Parties and all of their respective affiliates, predecessors, successors, assigns, and all companies owned or controlled by them, and each of their past and present partners (including without limitation Bxxxx Xxxxxxxx), agents, attorneys, officers, directors, shareholders, servants, employees, representatives, agents, heirs, executors, administrators and insurers from any and all claims, potential claims, demands, attorney's fees, costs, causes of action, actions, suits, debts, sums of money, damages, and causes of action of every kind or nature, whether known or unknown, suspected or unsuspected, whether arising in law or equity, that they now have or have at any time heretofore (from the inception of time) had against them, including without limitation all claims which have been asserted or could have been asserted in the Massachusetts State Court Action.
(b) I&R, for itself and all of its respective affiliates, predecessors, successors, assigns, and all companies owned or controlled by them, and Ixxx, together with his representatives, agents, heirs, executors and administrators, in consideration of the mutual promises made herein, do hereby mutually release and forever discharge the Vermont Pure Parties and all of their respective parent companies, subsidiaries, divisions, affiliates, predecessors, successors, assigns, and all companies owned or controlled by them, and each of their past and present officers, agents, attorneys (including without limitation Dxxx X. Xxxxxx and Jxxxxxx X. Xxxxxxxx), officers, directors, shareholders, servants, employees, representatives, agents, heirs, and executors from any and all claims, potential claims, demands, attorney's fees, costs, causes of action, actions, suits, debts, sums of money, damages, and causes of action of every kind or nature, whether known or unknown, suspected or unsuspected, whether arising in law or equity, that they now have or have at any time heretofore (from the inception of time) had against them, including without limitation all claims which have been asserted or could have been asserted in the Massachusetts State Court Action.
General Releases. (a) Consultant, in consideration of this Agreement, releases and forever discharges the Company, GP, and their respective parents, affiliates and subsidiaries, and each of their respective current, former, and future, officers, directors, trustees, employees, agents, attorneys, successors, and assigns (hereinafter collectively "Releasees"), from all actions, causes of action, suits, debts, sums of money, covenants, agreements, promises, claims, and demands whatsoever, whether known or unknown, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise (collectively "Claims"), including, but not limited to, any claims relating to, or arising out of any aspect of Consultant's employment with the Company, or the termination of such employment, including, but not limited to:
(i) any and all claims of wrongful discharge, breach of the contract or equitable estoppel;
(ii) any and all claims for wages or employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act, the Fair Labor Standards Act, or any federal, state or local labor or benefits law;
(iii) any and all claims of employment discrimination on any basis, including, but not limited to, all claims under the following statutes and the amendments thereto, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 ("ADEA"), the Civil Rights Act of 1866, 42 U.S.C. ss. 1981, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Immigration Reform and Control Act of 1986, the New York State Executive Law, the New York City Human Rights Law, any and all claims under any other federal, state, or local civil or human rights law; and
(iv) any and all claims for monetary recovery, including, but not limited to, severance pay, back pay, front pay, liquidated, compensatory and punitive damages, and attorneys' fees, disbursements and costs; which against the Releasees, Consultant or Consultant's heirs, executors or administrators, ever had, now have, or hereinafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the Effective Date, other than Claims ("Unreleased Claims") relating to the enforcement of the provisions of this Agreement or of Consultant's rights to indemnification under the Company's certificate of incorporation and by-laws.
(b) The Company and GP, in consideration of this Agreement, ...
General Releases. (a) Each party hereto, respectively, on its own behalf and on behalf of its Affiliates (each such party and its Affiliates, a “Releasor”), effective on the Closing Date: (i) irrevocably and unconditionally releases, waives and forever discharges each other party to this Agreement and such other party’s respective officers, directors, stockholders, successors, Representatives and permitted assigns (each, a “Releasee”), from any and all claims and Liabilities, but only to the extent arising prior to the Closing (collectively all claims and Liabilities released pursuant to this Section 7.13(a)(i) are referred to as the “Released Claims”); and (ii) irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action or proceeding of any kind against any of the Releasees, based upon or in connection with any matter released or purported to be released pursuant to this Section 7.13(a).
(b) For the avoidance of doubt, this Section 7.13 does not constitute a release with respect to claims or Liabilities arising out of, based on or resulting from this Agreement, the Purchase Agreement, or the agreements or exhibits attached hereto and thereto. As used in this Agreement, “Liabilities” means, collectively, any debt, claim, cause of action, obligation, or liability.
General Releases. At the Closing, each Shareholder shall deliver general releases to MIOA, in form and substance satisfactory to MIOA and its counsel, releasing Company and the directors, officers, agents and employees of the Company from all claims through the Closing Date, except (i) as may be described in written contracts disclosed in the Disclosure Schedules and expressly described and excepted from such releases, and (ii) in the case of persons who are employees of the Company, compensation for current periods expressly described and excepted from such releases. Such releases shall also contain waivers of any right of contribution or other recourse against the Company with respect to representations, warranties or covenants made herein by the Company.
General Releases. In consideration of the mutual general releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, JMAR and ATLANTIC agree and generally release each other as follows:
10.1 Except as to such rights or claims as may be created by this Agreement and such Subscription Agreements as are executed by Atlantic, each party hereby releases, remises and forever discharges each other party, and each of its present and former agents, servants, officers, directors, employees, shareholders, principals, predecessors, alter egos, partners, parents, subsidiaries, attorneys, insurers, reinsurers, sureties, successors and assigns, from any and all matters as described more fully at Section 2.2 above and any claims, demands and cause or causes of action heretofore or hereafter arising out of, connected with or incidental to the dealings between the parties
2.1. Notwithstanding the foregoing, Atlantic shall not be released from liability arising out of, or related to, any breach by Atlantic of its representations and warranties contained in Section 11 of this Agreement or any erroneous representations and warranties contained therein.
10.2 THE UNDERSIGNED ALL ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY LEGAL COUNSEL, AND THAT THEY ARE FAMILIAR WITH AND SPECIFICALLY WAIVE THE BENEFIT OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, 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.
General Releases. The parties agree to exchange mutual general releases in the event of a lump sum payment to the Executive pursuant to the Change of Control provisions or Section 7(b).
General Releases. The Parties agree that as a condition to entering into this Agreement, Seller has executed and delivered separate General Releases to and in favor of each Purchaser and the Company, in the form attached hereto as General Release I and General Release II and made a part hereof.
