Mutual General Release of Claims. (a) Effective as of the Effective Date, for and in consideration of One Dollar ($1) and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and accepted, each Party, for itself and its Affiliates as of the Effective Date, and each of their respective predecessors, successors, heirs, counsel and attorneys (collectively, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliates, and their respective past or present directors, shareholders, officers, managers, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectively, the “Released Parties”), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, suspected or unsuspected (the “Claims”) that any Releasor Party may have now or may have in the future, against any of the Released Parties to the extent that those Claims arose, may have arisen, or are based on or related to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Date, including, without limitation, any such matters related to, or arising from, the Loan Documents or the transactions contemplated in any of the forgoing, and including, but not limited to, any transactions or actions with, or involving, any promissory notes, warrants or other agreements between any two or more of the Parties, but excluding, for greater certainty, the obligations of Released Party hereunder (collectively, the “Released Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein.
(b) Each Releaso...
Mutual General Release of Claims. In exchange for, and in consideration of the payments, benefits, and other commitments described above, KELDERMAN agrees to secure the dismissal of his Lawsuit filed against DEFENDANT (and any other claims or assertions of liability that may exist). In addition, KXXXXXXXX and DEFENDANT, their heirs, executors, administrators, and assigns, hereby fully and mutually release, acquit, and forever discharge the other’s heirs, executors, administrators, predecessors, successors and assigns, parent corporations, subsidiary corporations, affiliated corporations, and the officers, directors, shareholders, partners, employees, attorneys and agents, past and present, of each of the aforesaid entities (“Related Persons”) of and from any and all claims, liabilities, causes of action, demands to any rights, damages, costs, attorneys’ fees, expenses, and compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that the PARTIES may now have, has ever had, or hereafter may have relating directly or indirectly to the allegations in the Lawsuit, including, but not limited to, claims for wages, which as set forth in “WHEREAS” clause “C” preceding paragraph 1 of this AGREEMENT have been fully paid to KELDERMAN prior to the execution of this AGREEMENT, or are fully paid by way of paragraph 3 of this AGREEMENT; options; back pay; front pay; reinstatement; damages; or benefits. KXXXXXXXX also releases any and all claims he may have that arose prior to the date of this AGREEMENT, and hereby specifically waives and releases all claims, including, but not limited to, those arising under the California Fair Employment and Housing Act; the California Labor Code; the Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973, as amended; the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Sxxxxxxx-Xxxxx Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); the Family and Medical Leave Act; the California Family Rights Act; the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act; the Fair Labor Standards Act; and any and all state or local statutes, ordinances, or regulations, as well as a...
Mutual General Release of Claims a) As used in this Settlement Agreement, “Claims” shall mean: all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, premises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, known or unknown, in law or equity, including, without limitation, any that arise out of or relate in any way to the Original Agreements, the Korea Agreements, the Amended Agreements, the Nihon Ariba Arbitration or the Ariba Korea Arbitration.
Mutual General Release of Claims. A. In exchange for the benefits given by the Company to Executive under the Agreement, and for Executive’s release of all claims against the Company, Executive and the Company agree, on their own behalf and on behalf of any other person or entity entitled to make a claim on their behalf or through them, that Executive and the Company each do freely, finally, fully and forever release and discharge the other from any and all claims and causes of action of any kind or nature that Executive or the Company once had or now have against the other arising out of events that occurred before signing this Supplement, including all claims arising out of Executive’s employment by the Company or the end of that employment, whether such claims are now known or unknown to Executive or the Company (“Released Claims”). In waiving and releasing claims against the Company, Executive understands and agrees that he is waiving and releasing any and all Released Claims not only against CytoDyn Inc. but also against its direct and indirect subsidiaries and affiliates, as well as their directors, officers, partners, employees, agents, attorneys, representatives, shareholders, insurers, benefit plans, trustees, and benefit administrators. However, Released Claims do not include any claims by Executive for vested benefits under the Company’s employee benefit plans, claims for amounts due Executive under the Agreement, or any claims of either party that cannot be released as a matter of law. This paragraph is not a waiver of any Executive claim for unemployment compensation.
B. Executive and the Company realize that there are many laws and regulations relating to employment. Executive and the Company intend to waive any and all claims each has against the other, including any and all claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, charges, grievances, wages, employment benefits, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive or the Company now own or hold or has at any time heretofore owned or held against the other arising out of or in any way connected with or related to or concerning (1) Executive’s employment by the Company or the end of that employment; or (2) any alleged violation of any federal, state or local ...
Mutual General Release of Claims. This Mutual General Release of Claims (“Release Agreement”) is made between James Cixxxx (“Xxxxxtive”) and Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”) and is effective as of the Effective Date stated below. The Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party.”
Mutual General Release of Claims. (a) As a material inducement to PST to enter into this Agreement, Xx. XXXX (on behalf of himself, his heirs, and assigns) hereby releases and forever discharges PST and its former, current, and future owners, officers, directors, trustees, employees, agents, assigns, representatives, attorneys, insurers, the Additional Parties, and all persons or entities acting by, through, under or in concert with any of them (collectively "Releasees"), of and from any and all Claims (as defined below) which Xx. XXXX may have now or in the future arising from any act or omission or condition arising prior to his signing this Agreement, including, but not limited to, all claims under state, federal, or common law, whether based in contract, tort, statute or otherwise, and including, but not limited to, claims of discrimination and claims in any way related to Xx. XXXX'x employment by PST or the termination of such employment or the actions of the Additional Parties in connection with their Schedule 13D filing or in connection with their transactions with PST. Notwithstanding the foregoing, this Section 5(a) does not release Claims: (a) that cannot lawfully be released by this Agreement, or (b) relating to (i) Xx. XXXX’x vested benefits pursuant to PST's 401k plan, (ii) the agreements as to Xx. XXXX'x stock options as set forth herein, (iii) the rights of the parties under (A) this Separation Agreement, (B) the Warrant or (C) that certain Indemnification Agreement dated June 1, 2010 (the “Indemnification Agreement”); it being understood that the Warrant and Indemnification Agreement shall remain in full force and effect notwithstanding this Separation Agreement. “Claims” means: liabilities, claims, obligations, promises, agreements, demands, damages, actions, charges, complaints, costs, losses, debts and expenses (including attorney's fees and costs actually incurred), and causes of action of every kind, known or unknown, disclosed or undisclosed, matured or unmatured.
Mutual General Release of Claims. (a) In consideration for the promises herein, including the Company’s making the payments in paragraph 2 and providing the additional benefits in paragraphs 4-6, each Party knowingly and voluntarily releases and forever discharges the other Party and its parent, subsidiaries, and affiliates (including Zomedica Pharmaceuticals, Inc.) and their directors, officers, employees, agents and plan fiduciaries and all related persons (each in his individual and official capacities), heirs, successors and assigns (all of the foregoing in relation to a Party, collectively the “Releasees”) of and from any and all claims, actions, causes of action, suits, countersuits, debts, dues, sums of money, accounts, reckoning, bonds, bills, indebtedness, obligations, covenants, unwritten contracts, controversies, promises, variances, trespasses, damages, judgments, extents, executions, losses, expenses, fees, and demands whatsoever (“Claims”), in law or equity, known or unknown, anticipated, unanticipated, disclosed or undisclosed, which the Party has or may have against the other Party or the applicable Releasees as of the date of the signing and delivery of this Agreement (collectively, “Released Claims”); provided, that none of the following shall constitute Released Claims: (i) any rights or obligations of any Party pursuant to any Separation Document; (ii) any rights of Executive to indemnification from or by the Company or its insurers, including without limitation as set forth in paragraph 3 hereof; and (iii) Claims by the Company relating to fraud or breach of fiduciary duty, provided, however, that if the Company brings a cause of action against Executive for fraud or breach of fiduciary duty in a litigation, arbitration or similar proceeding, then both Parties’ releases set forth in this paragraph 9 are null and void ab initio.
(b) The Claims hereby released by Executive include, without limitation, any and all claims arising out of or in any way connected with the employment by the Company of Executive. Such Claims shall include, but not be limited to, any alleged claim under or alleged violation of the following laws (as they may have been amended) or other law, policy, contract or cause of action: (1) the National Labor Relations Act; (2) Title VII of the Civil Rights Act of 1964, Section 1981 through 1988 of Title 42 of the United States Code, and the Civil Rights Act of 1991; (3) Employee Retirement Income Security Act of 1974; (4) the Age Discrimination in Employ...
Mutual General Release of Claims. (a) In exchange for the consideration described above, Executive (on behalf of himself and his heirs, successors and assigns) hereby releases, covenants not to xxx, and forever discharges Company, its subsidiaries, divisions, parent and/or affiliated corporations or entities, and each of their current and former directors, officers, shareholders, agents, employees, attorneys, heirs, assigns, predecessors and successors, (the "Company Released Parties"), of and from any and all claims, demands, actions and causes of action, liabilities, losses, costs, attorneys fees or expenses, known or unknown, suspected or unsuspected, that Executive now has, or may ever have against the Company Released Parties, or any of them, that arise out of, or are in any way related to: (1) Executive's employment by the Company; (2) his resignation from employment with the Company; and (3) any transactions, occurrences, acts or omissions by the Company Released Parties, or any of them, occurring prior to his execution of this Agreement. Without limiting the foregoing, Executive understands and agrees that the foregoing release provisions waive and release claims alleging violations of any federal or state employment discrimination law, including without limitation Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act, the California Fair Employment and Housing Act, as well as claims arising out of or related to any alleged violations of state and federal wage and hour laws, all common law and statutory claims, including without limitation, breach of contract, fraud, violation of public policy, unfair competition and business practices, defamation, infliction of emotional distress, invasion of privacy, wrongful termination, or any other state or federal law, rule, or regulation, and any claims for attorneys' fees and costs.
(b) Executive further acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act ("ADEA") and that this waiver and release is knowing and voluntary. Executive further acknowledges by this writing that: (a) he is waiving rights or claims for age discrimination under the ADEA in exchange for the payments described herein, which are in addition to anything of value to which he otherwise is entitled; (b) he has been given an opportunity to consider fully the terms of this Agreement for twenty-one (21) days, although he is not required to wait twenty-one (2...
Mutual General Release of Claims. Except for the obligations expressly set forth in this Agreement, the Parties hereby mutually release and forever discharge the other party and the other party's respective predecessors, successors, heirs, assigns, executors, administrators, agents, employees, representatives, attorneys, affiliates, subsidiaries, and any and all past or present officers and/or directors, and any of them, as well as any and all persons and/or entities acting or allegedly by, under, through, or in concert with any of them (hereinafter referred to as “Related Parties”), against any and all claims, damages, actions, causes of action, liabilities, judgments, liens, contracts, agreements, rights, debts, suits, obligations, promises, acts, costs, and expenses (including, but not limited to, attorney’s fees), damages, and charges of whatsoever nature, whether known or unknown, suspected or unsuspected, foreseen, or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as “Claims”) which the Parties may now have, or claim to have, or at any time heretofore had, or claimed to have had, against each other and/or Related Parties as a result of any acts and/or omissions undertaken, said, stated, or done by the Parties and/or Related Parties.
Mutual General Release of Claims. Except for the obligations expressly set forth in this Agreement, the Parties hereby mutually release and forever discharge the other party and the other party’s past, present and future successors, predecessors, subsidiaries, related or associated or affiliated entities, firms, corporations and organizations, administrators, assigns, officers, directors, partners, attorneys, representatives, employees, and any and all past or present officers and/or directors, and any of the affiliates, subsidiaries and any and all past or present officers and/or directors, as well as any and all persons and/or entities acting or allegedly acting by, under, through or in concert with any of them (hereafter referred to as “Related Parties”) of and from and acknowledge full and complete satisfaction of any and all rights, claims, liabilities, demand, obligations, promises, acts, agreements, damages, actions and causes of action, of whatever kind or nature, whether presently known or unknown suspected or unsuspected, in law or equity, including but not limited to attorney’s fees, which MCPC may now have, or claims to have, against Presbytery and Related Parties as a result of any acts and/or omissions undertaken, said, stated, or done by Presbytery and Related Parties, and which Presbytery may now have, or claims to have, against MCPC and Related Parties as a result of any acts and/or omissions undertaken, said, stated, or done by Presbytery or Related Parties.
