General Releases. The General Releases referred to in Section 5.3, duly executed by the persons referred to in such Section.
General Releases. (a) The Executive:
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.
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. (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:
General Releases. (a) Effective as of immediately prior to the Closing, the Rangers Subsidiary, for itself and for its present subsidiaries (as well as each of their respective predecessors, successors, and assigns) and each of its past and present directors, managers, officers, employees, agents, representatives, shareholders, members, partners, owners, principals, beneficiaries, trustees and fiduciaries (as well as each of their predecessors, successors, assigns and heirs), in each case in their respective capacities as such (collectively, the “Subsidiary Releasing Parties”), for and in consideration of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the receipt and sufficiency of which are hereby acknowledged, do hereby fully, finally, and forever release, acquit, and discharge Seller (as well as each of its predecessors, successors, and assigns) and each of their respective past and present directors, managers, officers, employees, agents, representatives, shareholders, members, partners, owners, principals, Affiliates, subsidiaries, beneficiaries, trustees and fiduciaries (as well as each of their respective predecessors, successors, assigns and heirs), in each case in their respective capacities as such (collectively, the “Seller Released Parties”), from: any and all proceedings, agreements, contracts, debts, defaults, complaints, grievances, promises, duties, orders, rulings, audits, settlements, cross- actions, controversies, indemnities, causes of action, Xxxxxx, liability, obligations, rights against the Seller Released Parties, rights to reimbursement for fees, costs, and expenses including consultants’ and attorney’s fees and expenses (including any of the foregoing that would arise with the giving of notice and/or the passage of time) of every nature whatsoever (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) whether based upon tort, fraud, usury, act, omission, representation, failure to disclose, breach of any duty of fair dealing, default, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate or other governance or prospective business advantage, breach of contract, deceptive trade practices, libel, sla...
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.
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 a. Effective immediately after receipt into the transferee account of the funds subject to the wire payment referred to in Paragraph 1 above, Repligen, on behalf of itself and its agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “Repligen Releasors”) fully and forever release and discharge ImClone and each of ImClone’s current and former agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “ImClone Released Parties”) from any and all manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or causes of action, suits, debts, liens, damages, losses, costs or expenses, liabilities of any kind, fees, commissions and other payments whether presently known or unknown, accrued or not accrued, foreseen or not foreseen, matured or not matured, asserted or unasserted, fixed or contingent, which any of the Repligen Releasors may have had, may claim to have had, ever had, may have, may claim to have or now have against the ImClone Released Parties from the beginning of time until the * – Confidential Treatment Requested Effective Date, in connection with the making, use or sale of C225 (i.e., Erbitux®) and/or in connection with the making, use, or sale of IMC-11F8, including without limitation all claims for infringement of the ‘281 Patent or any other existing patent together with any continuations, continuations-in-part, divisions, foreign counterparts and equivalents thereto.
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).
