Common use of General Releases Clause in Contracts

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. Effective immediately after receipt into the transferee account In consideration of the funds subject to the wire payment referred to benefits set forth in Paragraph 1 abovethis Agreement, Repligenand other good and valuable consideration, Executive on behalf of itself himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges Western Digital Corporation and each of its parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, servants, attorneys, insurers, employees, officersstockholders, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successorsrepresentatives, assigns, transfereesand successors, representatives past and all persons present, and entities acting by, through, under, or in concert with them or any each of them (hereinafter together and collectively referred to as the “Repligen ReleasorsReleasees”) fully ), with respect to 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, counterclaimswages, demands, cause or rights, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, debts, lienscosts, expenses, attorneys’ fees, damages, lossesjudgments, costs or expenses, orders and liabilities of any kindwhatever kind or nature in law, feesequity or otherwise, commissions and other payments whether presently now known or unknown, accrued suspected or unsuspected, and whether or not accrued, foreseen concealed or not foreseen, matured or not matured, asserted or unasserted, fixed or contingenthidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an employee of any Releasee, his separation from his position as employee of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of Executive’s execution of this Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, the Worker Adjustment Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, or any other federal, state or local law, regulation or ordinance, or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, or disability; provided, however, that the foregoing release shall not apply to (i) any obligation created by or arising out of this Agreement for which receipt or satisfaction has not been acknowledged, and (ii) any claim for defense or indemnity arising under California Labor Code Section 2802, California Corporations Code Section 317, Western Digital’s by-laws, or any federal or state statute, law, regulation or provision that confers upon Executive a right to defense or indemnification arising out of the services he performed for Western Digital or any of the Repligen Releasors may have hadReleasees. Except for those obligations created by or arising out of this Agreement, may claim Western Digital hereby releases and discharges and covenants not to have hadxxx Executive from and with respect to any and all claims, ever hadagreements, may haveobligations, may claim demands and causes of action, known or unknown, suspected or unsuspected (collectively “Claims”) resulting from any act or omission by or on Executive’s part committed or omitted prior to have the date of this Agreement; provided, however, that the foregoing release of Executive shall not apply to any claims, known or now have against the ImClone Released Parties unknown, suspected or unsuspected, arising from the beginning Executive’s (i) willful breach of time until the * – Confidential Treatment Requested Effective Datefiduciary duty, (ii) fraud in connection with the making, use or sale business of C225 (i.e., Erbitux®) and/or in connection with the making, useWestern Digital, or sale (iii) commission of IMC-11F8a crime under any federal, including without limitation all claims for infringement of the ‘281 Patent state, or any other existing patent together with any continuationslocal statute, continuations-in-partlaw, divisions, foreign counterparts and equivalents theretoordinance or regulation.

General Releases. a. Effective immediately after For good and valuable consideration, the receipt into the transferee account and sufficiency of the funds subject to the wire payment referred to in Paragraph 1 abovewhich is hereby acknowledged, RepligenPlaintiffs, on behalf for themselves, their administrators, representatives, executors, successors and assigns, and each of itself their past and its agents, servants, attorneys, employees, present officers, directors, board members, shareholderspartners, subsidiariesowners, parentsmembers, Affiliatessupervisors, predecessorsemployees, successorsaffiliates, assignsagents and attorneys, transfereesincluding, representatives without limitation, any and all persons and entities acting by, through, under, under or in concert with them or any of them (the collectively, “Repligen Plaintiff Releasors”) fully ), do hereby irrevocably and unconditionally release, acquit and forever release discharge Defendants – NYSPR, Xxxxxx, FFPC, and discharge ImClone Xxxxxxxx X. Xxxxxxxxx Four Freedoms Park, LLC – and each of ImClone’s current the Defendants’ past and former agentspresent officers, servantsofficials, attorneysrepresentatives, directors, partners, owners, members, board members, supervisors, employees, officersaffiliates, directorsagents and attorneys, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, successors and assigns, transfereesincluding without limitation, representatives any and all persons and entities acting by, through, under, under or in concert with them or any of them (the collectively, “ImClone Released PartiesDefendant Releasees”) ), and each of them from any and all manner of action or actionscharges, in law or in equity, for indemnity or otherwisecomplaints, claims, counterclaimsgrievances, demandsliabilities, cause or obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, debtsrights, liensdemands, damagescosts, losses, debts and expenses (including reasonable attorneys’ fees and costs or expenses, liabilities that could be awarded in this Lawsuit) (collectively “Claims”) of any kindnature whatsoever, fees, commissions and other payments whether presently known or unknown, accrued whether in law or equity, whether joint or several, and whether or not accrueddiscoverable, foreseen including Claims arising under the United States, the Statutes, local or not foreseenother governmental codes and/or statutes and/or state laws and/or city laws, matured Constitutions, common law, and/or claims arising out of the allegations contained in the Lawsuit which Plaintiff Releasors may have against each or not matured, asserted or unasserted, fixed or contingent, which any of the Repligen Defendant Releasees, which Claims arose on or before the Effective Date this Agreement, EXCEPT that Plaintiff Releasors may have had, may do not release any claim to have had, ever had, may have, may claim to have or now have against enforce the ImClone Released Parties from the beginning terms 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 theretothis Agreement.

General Releases. a. Effective immediately after (a) In exchange for the consideration provided to Omphalius within this Agreement, the receipt into the transferee account and sufficiency of the funds subject to the wire payment referred to in Paragraph 1 abovewhich are hereby acknowledged, RepligenOmphalius irrevocably and unconditionally releases SoftWave; its predecessors, on behalf of itself parent, subsidiaries, and affiliates; and its agentspast, servants, attorneys, employees, present and future 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, attorneysconsultants, employees, officersrepresentatives, directorsand insurers, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives together with all successors and all persons and entities acting by, through, under, or in concert with them or assigns of any of them the foregoing (collectively, the “ImClone Released Parties”) "SoftWave Releasees"), of and from any and all manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or actions, causes of action, suitsrights of action, debtscontracts, lienscontroversies, covenants, obligations, agreements, damages, lossespenalties, costs or expenses, liabilities of any kindinterest, fees, commissions expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and other payments whether presently proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, accrued suspected or not accruedunsuspected, foreseen in contract, tort, law, equity, or not foreseenotherwise, matured under the laws of any jurisdiction, that Omphalius, or not matured, asserted or unasserted, fixed or contingent, which any of the Repligen Releasors may have hadhis predecessors, may claim to have hadlegal representatives, heirs, executors, successors or assigns, ever had, now has, or hereinafter can, shall, or may have, may claim to have or now have against the ImClone Released Parties SoftWave Releasees, or any of them, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time until the * – Confidential Treatment Requested Effective Dateworld through, and including, the date of this Agreement, except for any action, claim, or right of action for contribution or indemnification that Omphalius may have against SoftWave or its parent based on any fraud or intentional tortious conduct alleged to have been committed by directors, officers and/or employees of SoftWave or its parent, other than Omphalius, during the period from January 18, 2006 through August 8, 2006. Such release includes, but is not limited to, any and all claims, demands, actions, causes of action, or rights of action that Omphalius, or Omphalius' predecessors, legal representatives, heirs, executors, successors or assigns, ever had, now has, or hereinafter can, shall, or may have against the SoftWave Releasees, or any of them, for, upon, or by reason of (a) any breach of the Employment Agreement or any other express or implied contract; (b) any federal, state or local laws, restricting an employer's right to terminate employees, or otherwise regulating employment; (c) workers compensation, wage and hour, or other employee relations statutes, executive orders, ordinance, or regulations, including any rights or claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the WARN Act, or any state or local laws covering the same subject matter; (d) any tort (including, without limitation, any negligent conduct, invasion of privacy, or defamation); (e) any federal, state, or local laws providing recourse for retaliation, wrongful discharge, dismissal or other obligations arising out of public policy; or (f) any physical or personal injury, fraud, negligent misrepresentations, and similar or related claims. The laws referred to in this section include statutes, regulations, other administrative guidance, and common law doctrines. Notwithstanding the foregoing, the general release in this paragraph 3(a) does not include Omphalius's right to enforce the terms of this Agreement or any right of Omphalius to bring an action against SoftWave or its parent based on any fraud or intentional tortious conduct alleged to have been committed by directors, officers and/or employees of SoftWave or its parent, other than Omphalius, during the period from January 18, 2006 through August 8, 2006. Except to enforce this Agreement, Omphalius agrees that he will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will Omphalius seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with the making, use any matter concerning his employment relationship with SoftWave or sale of C225 (i.e., Erbitux®) and/or in connection with the making, use, or sale of IMC-11F8, including without limitation respect to all claims for infringement of the ‘281 Patent claims released herein arising from the beginning of the world up to and including the date of execution of this Agreement (whether known or unknown to him and including any other existing patent together with continuing effects of any continuations, continuations-in-part, divisions, foreign counterparts and equivalents theretoacts or practices prior to the date of execution of this Agreement).