Common use of Mutual General Release of Claims Clause in Contracts

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.

Mutual General Release of Claims. (a) Effective as of the Effective DateIn exchange for, for and in consideration of One Dollar ($1) the payments, benefits, and other good commitments described above, KELDERMAN agrees to secure the dismissal of his Lawsuit filed against DEFENDANT (and valuable considerationany other claims or assertions of liability that may exist). In addition, the sufficiency KXXXXXXXX and receipt of which is hereby acknowledged and acceptedDEFENDANT, each Partytheir heirs, for itself and its Affiliates as of the Effective Dateexecutors, administrators, and each of their respective assigns, hereby fully and mutually release, acquit, and forever discharge the other’s heirs, executors, administrators, predecessors, successorssuccessors and assigns, heirsparent corporations, counsel and attorneys (collectivelysubsidiary corporations, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliatesaffiliated corporations, and their respective past or present the officers, directors, shareholders, officers, managers, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents agents, past and present, of each of the aforesaid entities (collectively, the “Released PartiesRelated Persons”), ) of and from all claims of any type and all manner of action and actionsclaims, cause and liabilities, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespassesdemands to any rights, damages, judgmentscosts, executionsattorneys’ fees, claims expenses, and demands compensation whatsoever, of whatever kind or nature, in law law, equity or in equityotherwise, whether known or unknown, vested or contingent, suspected or unsuspected (unsuspected, that the “Claims”) that any Releasor Party PARTIES may now have, has ever had, or hereafter may have now relating directly or may have indirectly to the allegations in the futureLawsuit, 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 withclaims 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 involvingare 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, any promissory notesand hereby specifically waives and releases all claims, warrants or other agreements between any two or more including, but not limited to, those arising under the California Fair Employment and Housing Act; the California Labor Code; the Title VII of the PartiesCivil Rights Act of 1964, but excluding, for greater certaintyas amended, the obligations Civil Rights Act of Released Party hereunder 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 (collectivelyCOBRA); the Family and Medical Leave Act; the California Family Rights Act; the Employee Retirement Income Security Act of 1974, as amended; the “Released Claims”). Each Party represents National Labor Relations Act; the Fair Labor Standards Act; and warrants that no Released Claim released herein has been assignedany and all state or local statutes, expressly, impliedlyordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), public policy, wrongful discharge, or any other claim. This AGREEMENT shall not apply to rights or claims that may arise after the Effective Date of this AGREEMENT; nor shall any provision of this AGREEMENT be interpreted to waive, release, or extinguish any rights that — by operation express and unequivocal terms of lawlaw — may not under any circumstances be waived, and that all Released Claims released herein are owned by the Party releasing the samereleased, which has the respective sole authority to release themor extinguished. Each Releasor Party agrees that it shall forever refrain and forebear from commencingCONFIDENTIAL SETTLEMENT AGREEMENT KXXXXXXXX V, instituting or prosecuting any lawsuit action or proceedingOCULUS, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged hereinET AL.

Mutual General Release of Claims. (a) Effective as of the Effective DateThe Company Parties (for themselves and their respective past and present parent organizations, for and in consideration of One Dollar ($1) subsidiaries, and other good affiliated entities, related companies, divisions, beneficial owners, and valuable considerationassigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the sufficiency and receipt of which is hereby acknowledged and acceptedmaximum extent permitted by law, Advisor, Xxxxxxx, and, as applicable, each Partyof their respective (i) heirs, for itself executors, administrators, beneficiaries, and its Affiliates as of the Effective Datepersonal representatives, and (ii) past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective predecessorspast, successorspresent and future officers, heirsdirectors, 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 directorsemployees, shareholders, officers, managerstrustees, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectivelyin each case, the “Released Parties”individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), from all claims as well as any predecessors, future successors or assigns or estates of any type of the foregoing, from any and all manner of action and claims, actions, cause and charges, controversies, causes of action, suits, debtsrights, duesdemands, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespassesliabilities, damages, judgmentscosts, executionsexpenses, claims attorneys’ fees, and demands whatsoever, in law obligations of any kind or in equity, known or unknown, suspected or unsuspected character whatsoever (the “Claims”) that any Releasor Party may the Company Parties ever had, now have now or may have in the futurefuture claim to have by reason of any act, against conduct, omission, transaction, agreement, occurrence or 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 other matter whatsoever occurring up to and including the Effective Datedate that the Company Parties sign this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, includingsuch release of Claims shall not include any claims (x) arising out of any Advisor Parties’ acts of (A) gross negligence, without limitation, any such matters related tofraud, or arising frombad faith, or (B) willful misconduct (which, for the avoidance of doubt, shall include any unauthorized public statements or actions made by the Advisor Parties on behalf of the Company on or after the Board Resignation Date) or material dishonesty that has caused or is reasonably expected to result in material injury to the Company Parties, or (y) due to any Advisor Parties’ criminal activity that has caused or is reasonably expected to result in material injury to the Company Parties, or (z) to enforce the Company Parties’ rights under this Agreement, the Loan Documents Advisor Agreement, the RSU Agreements, the Company Plan, 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 hereinMerger Agreement.

Mutual General Release of Claims. (a) Effective as 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 Effective Dateaffiliates, for 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 consideration concert with any of One Dollar them ($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 hereafter referred to as of the Effective Date, and each of their respective predecessors, successors, heirs, counsel and attorneys (collectively, the “Releasor Related Parties”) hereby does hereby irrevocably, unconditionally of and forever release, discharge from and remise each other Party acknowledge full 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 complete satisfaction of any type and all manner of action and actionsrights, cause claims, liabilities, demands, obligations, promises, acts, agreements, damages, actions and causes of action, suitsof whatever kind or nature, 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, whether presently known or unknown, suspected or unsuspected unsuspected, in law or equity, (including but not limited to attorney’s fees) which FPC 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 FPC and Related Parties as a result of any acts and/or omissions undertaken, said, stated, or done by FPC or Related Parties. With respect to any Claims by FPC against Presbytery or Related Parties, or by Presbytery against FPC or Related Parties, the “Claims”) Parties to this Agreement expressly waive the provisions of California Civil Code section 1542 which provides 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." In that any Releasor Party connection, the Parties realize and acknowledge that one or more Claims may have now include losses sustained by FPC on account of Presbytery or Related Parties, or by Presbytery on account of FPC or Related Parties, that are presently unknown or unsuspected, and that such losses as were sustained may have give rise to additional losses and expenses in the future, against which are not now anticipated. Nevertheless, the Parties acknowledge that this release has been negotiated and agreed upon and that in consideration for the rights and benefits under this Agreement, the Parties intend and hereby do release, acquit and forever discharge each other, and Related Parties, as set forth above, from any of the Released Parties to the extent and all Claims, including those that those Claims aroseare unknown, may have arisenunsuspected, 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 hereinunforeseen.