Common use of General Releases Clause in Contracts

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. In consideration of the mutual general releases contained hereincommitments made by the Company under this Agreement, and for other good and valuable considerationthe release of the Individual from Claims (as defined below) set forth in this Section 8, the receipt Individual will execute the general release attached hereto as Exhibit C. In addition, Isolagen and sufficiency Isolagen Technologies, for themselves and on behalf of which is acknowledged by each partythe Company, 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 Atlanticirrevocably, each party hereby releasesunconditionally, remises fully, and forever discharges each other partyrelease and discharge the Individual, and each of its present and former agentstogether with his heirs, servantsexecutors, officers, directors, employees, shareholders, principals, predecessors, alter egos, partners, parents, subsidiariesadministrators, attorneys, insurerspersonal representatives, reinsurersfamily members, suretiessuccessors, successors and assignsassigns (collectively, the “Individual Release Parties”), from any and all matters as described more fully at Section 2.2 above and any manner of claims, demands claims for relief, demands, proceedings, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, losses, actions, and cause or causes of action heretofore action, of any kind or hereafter description whatsoever, known or unknown, contingent or accrued (“Claims”), that Isolagen, Isolagen Technologies and their agents, subsidiaries and affiliates (collectively, the “Isolagen Parties”) now have, have had or may have against any Individual Released Party of any kind with respect to any cause, matter, fact, circumstance, event, agreement, or otherwise arising out of, connected with relating to or incidental resulting from the breach or alleged breach of any representation or warranty by the Individual in the Employment Agreements, the breach or alleged breach of any fiduciary duty of disclosure owed by the Individual to the dealings between Company or its Board of Directors in connection with the parties 2.1. Notwithstanding negotiation, execution and/or authorization of the foregoing, Atlantic shall not be released from liability arising out ofEmployment Agreements, or related to, any breach by Atlantic of its representations and warranties contained in Section 11 further obligation otherwise owing under the Employment Agreements following the execution of this Agreement (the “Released Matters”). It is understood that nothing herein is to be construed as an admission on behalf of the Individual Release Parties of any wrongdoing with respect to the Isolagen Parties or under the Employment Agreements, any erroneous representations such wrongdoing being expressly denied by the Individual Release Parties. The Isolagen Parties affirm that they have not filed, and warranties contained thereinagree, to the maximum extent permitted by law, not to initiate or cause to be initiated on their behalf, any Claim, against the Individual Release Parties before any federal, state, or local agency, court, or other body (including arbitral bodies) relating to the Released Matters. 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. In consideration (i) Effective as 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 AtlanticClosing Date, each party Seller does hereby releases, remises unconditionally and irrevocably forever discharges each other party, release and discharge the Companies and each of their respective officers and directors and their affiliates, employees and agents from (A) all obligations and liabilities to such Seller, (B) all agreements and understandings involving any Company and such Seller other than this Agreement, and (C) all claims and causes of action (whether at law or in equity) such Seller has or may have against any Company or any of its present and former agents, servants, officers, directors, employees, shareholdersagents or affiliates arising in connection with such Seller’s ownership of the Shares or status as a shareholder of such Company (but not any other status) during any period on or prior to the Closing Date, principalsother than without limitation (x) any rights of such Seller as an employee of, predecessorsor vendor or independent contractor to, alter egossuch Company, partnersincluding, parentswithout limitation, subsidiariesthe right to any accrued but unpaid compensation, attorneysperquisites or other benefits due such Seller as an employee of, insurersor vendor or independent contractor to, reinsurerssuch Company or such Subsidiary as of the Closing Date, sureties(y) any rights under this Agreement or any certificate delivered pursuant to this Agreement, successors and assigns(z) any rights of directors and officers of such Company to indemnification and exculpation pursuant to the organizational documents of such Company. (ii) Effective as of the Closing Date, the Purchaser, each Company and each of their respective officers, directors, affiliates, employees and agents does hereby unconditionally and irrevocably forever release and discharge each Seller from (A) all obligations and liabilities to such persons, (B) all agreements and understandings involving such persons and such Seller, and (C) all claims and causes of action (whether at law or in equity) such persons has or may have against any Seller arising in connection with such Seller’s former ownership of the Shares during any period on or prior to the Closing Date. Nothing set forth herein shall serve to release the Seller from any and all matters as described more fully at Section 2.2 above and any claimsobligations, demands and cause liabilities, claims 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 under this Agreement or any erroneous representations and warranties contained thereinthe instruments and documents delivered pursuant to this Agreement. 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. In consideration (i) Effective as 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 AtlanticClosing Date, each party Seller does hereby releases, remises unconditionally and irrevocably forever discharges each other party, release and discharge the Company and each of the officers and directors of the Company and its present affiliates, employees and former agentsagents from (A) all obligations and liabilities to such Seller, servants(B) all agreements and understandings involving the Company and such Seller other than this Agreement, and (C) all claims and causes of action (whether at law or in equity) such Seller has or may have against the Company or any of its officers, directors, employees, shareholdersagents or affiliates arising in connection with such Seller’s ownership of the Shares or status as a shareholder of the Company (but not any other status) during any period on or prior to the Closing Date, principalsother than without limitation (x) any rights of such Seller as an employee of, predecessorsor vendor or independent contractor to, alter egosthe Company, partnersincluding, parentswithout limitation, subsidiariesthe right to any accrued but unpaid compensation, attorneysperquisites or other benefits due such Seller as an employee of, insurersor vendor or independent contractor to, reinsurersthe Company or such Subsidiary as of the Closing Date, sureties(y) any rights under this Agreement or any certificate delivered pursuant to this Agreement, successors and assigns(z) any rights of directors and officers of the Company to indemnification and exculpation pursuant to the organizational documents of the Company or otherwise as allowed by law, including without limitation, pursuant to ORS Chapter 60. (ii) Effective as of the Closing Date, the Purchaser, the Company and each of their respective officers, directors, affiliates, employees and agents does hereby unconditionally and irrevocably forever release and discharge each Seller from (A) all obligations and liabilities to such persons, (B) all agreements and understandings involving such persons and such Seller, and (C) all claims and causes of action (whether at law or in equity) such persons has or may have against any Seller arising in connection with such Seller’s former ownership of the Shares during any period on or prior to the Closing Date. Nothing set forth herein shall serve to release the Seller from any and all matters as described more fully at Section 2.2 above and any claimsobligations, demands and cause liabilities, claims 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 under this Agreement or any erroneous representations and warranties contained thereinthe instruments and documents delivered pursuant to this Agreement. 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. In consideration Each Seller, on behalf of itself, its spouse or domestic partner, if any, its affiliates, and, if applicable, its heirs, successors, beneficiaries and assigns and others who may claim through them, hereby waive and release and promise never to assert any claims or causes of action, whether or not now known, against the mutual general releases contained herein, and for other good and valuable considerationCompany, the receipt and sufficiency Buyer or any of which is acknowledged by each partytheir respective predecessors, JMAR and ATLANTIC agree and generally release each other as follows: 10.1 Except as to such rights successors, or claims as may be created by this Agreement and such Subscription Agreements as are executed by Atlanticpast or present subsidiaries, each party hereby releases, remises and forever discharges each other party, and each of its present and former agents, servantsparents, officers, directors, employeesstockholders, shareholders, principals, predecessors, alter egosagents, partners, parentsmembers, subsidiariesmanagers, attorneysemployees, insurers, reinsurers, sureties, successors and assigns, attorneys and advisors and any affiliates thereof (the “Released Parties”) from any and all matters as described more fully at Section 2.2 above and any actions, suits, claims, demands demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and cause or causes of action heretofore of every kind and nature, or hereafter otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out ofof or related to events, connected with facts, conditions or incidental circumstances existing or arising on or prior to the dealings between Closing in connection with the parties 2.1. Notwithstanding Transferred Shares (collectively, “Claims”), which the foregoingSeller can, Atlantic shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist or may hereafter accrue (other than with respect to an inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by such parties under this Agreement) including any Claims with respect to the valuation of the Transferred Shares, the transactions contemplated by this Agreement, the Seller Excluded Information or the Buyer Excluded Information; provided, however, that this Section 8 does not be released from liability arising out of, apply to a claim by the Buyer against a Seller or related to, any by a Seller against the Buyer for breach by Atlantic of its representations and warranties contained in Section 11 of this Agreement or any erroneous representations and warranties contained thereinAgreement. 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.