Mutual General Releases. Effective as of the completion of the Conversion (the “Effective Date”), each of the Trust and the Trustees, on the one hand, and each of the members of the Investor Group, on the other hand, on behalf of each of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, trust beneficiaries, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, holders of certificates or sub-share certificates, shareholders, other security holders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally generally release, remit, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, counter-claims, cross-claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction, which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) prior to the Effective Date, including, without limitation, claims that were or could have been asserted in the Litigation (collectively, the “Released Claims”); provided, however, that nothing in this Release shall (i) release (A) any rights or duties of any Released Persons under this Release or the Settlement Agreement, (B) any claims or causes of action that any Released Persons may have for the breach or enforcement of any provision of this Release or the Settlement Agreement, (C) any statutory, corporate, or contractual rights to indemnification, expense reimbursement, or expense advancement of any Released Person; (ii) limit in any way the defense of any Released Person (including any potential counterclaim, cross-claim or other similar claim of any Released Person) with respect to any Released Claim; or (iii) limit in any way any Released Person’s rights to indemnification, expense reimbursement, or expense advancement in connection with any Released Claim.
Appears in 2 contracts
Samples: Settlement Agreement (SoftVest, LP), Settlement Agreement (Texas Pacific Land Trust)
Mutual General Releases. Effective as (a) Except for the obligations and representations set forth in or created by the provisions of the completion of the Conversion (the “Effective Date”)Sections 1 through 4 hereof, each of the Trust and the TrusteesDFS, on the one hand, and each of the members of the Investor GroupAura, on the other hand, on behalf of each of for themselves and for all of their past and present affiliatedrespective beneficiaries, associatedtrustees, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, trust beneficiariespredecessors, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entitiesshareholders, agents, heirs, representatives, employeesattorneys, holders successors and assigns, and each of certificates or sub-share certificatesthem, hereby unconditionally, irrevocably and forever release and discharge, each to the other, as well as their beneficiaries, trustees, predecessors, officers, directors, shareholders, other security holdersagents, advisorsheirs, consultantsrepresentatives, attorneys, heirs, executors, administrators, successors and assigns assigns, of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally generally release, remit, settle, acquit and forever discharge the other and all of their Released Persons, from any and all claims, demands, liabilities, causes of action, claimsdamages, counter-claimslosses, cross-claims, actions, rights, judgmentsdebts, obligations, damagesagreements, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, expenses of whatever nature) incurred in connection therewith of any every kind and nature whatsoever, whether directly or indirectly, known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdictionequity, which they or any of them ever had, now have arisenor may have, could have arisen, arise now, or hereafter may arise out from the beginning of or relate in any manner time to the allegationsdate upon which each releasing party has executed this Agreement, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) prior including but not limited to each and all of the Effective Date, including, without limitation, claims that were or could have been asserted in the Litigation Civil Action.
(collectivelyb) DFS and Aura, and each of them, understand that there is risk that they may incur or have incurred losses, damages or injuries which are unknown or unanticipated or with regard to which they are mistaken at the “Released Claims”); providedtime of the execution of this Agreement. Each releasing party, howeverperson and entity, and each of them, assumes said risks, and the releases contained herein shall apply contained herein shall apply to all unknown or unanticipated losses, damages and results as well as those known and/or anticipated. Each releasing party, person and entity, and each of them, acknowledges that nothing in they have been informed by their counsel of the provisions of Section 1542 of the California Civil Code and the applicability of those provisions to this Release shall (i) Agreement and the release (A) any contained herein. Upon the advice of their respective counsel, they do hereby waive and relinquish all rights and benefits which they have or duties of any Released Persons under this Release or the Settlement Agreement, (B) any claims or causes of action that any Released Persons may have for under said section which reads as follows: "A general release does not extend to claims which the breach creditor does not know or enforcement suspect to exist in his favor at the time of any provision executing the release, which if known by him must have materially affected his settlement with the debtor."
(c) DFS and Aura, and each of this Release them, acknowledge that they are aware that they may hereafter discover facts which are different from or the Settlement Agreement, (C) any statutory, corporate, in addition to those which they now know or contractual rights believe to indemnification, expense reimbursement, or expense advancement of any Released Person; (ii) limit in any way the defense of any Released Person (including any potential counterclaim, cross-claim or other similar claim of any Released Person) be true with respect to this Agreement or to the matters herein released, and they agree that this Agreement and the release contained herein shall be and remain in full force and effect in all respects notwithstanding any Released Claim; such different or (iii) limit in any way any Released Person’s rights to indemnification, expense reimbursement, or expense advancement in connection with any Released Claimadditional facts.
Appears in 1 contract
Mutual General Releases. Effective The Parties hereby exchange the following general releases, which they intend to be construed as broadly and inclusively as legally permissible:
a. Tekmira’s Release of Alnylam: Tekmira, including both TPC and Protiva, for good and valuable consideration, the completion receipt and sufficiency of the Conversion (the “Effective Date”)which is hereby acknowledged, both together and individually, release and forever discharge Alnylam and each of the Trust its past and present parents, subsidiaries, departments and divisions, and the Trustees, on the one handpredecessors and successors in interest, and each of the members of the Investor Group, on the other hand, on behalf of each of themselves current and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, trust beneficiariesformer employees, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, holders of certificates or sub-share certificates, shareholders, other security holders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person insurers or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities the foregoing (collectively collectively, the “Alnylam Released PersonsParties”), irrevocably and unconditionally generally releaseeach of them, remit, settle, acquit jointly and forever discharge the other and all of their Released Personsseverally, from any and all claims or counterclaims, causes, causes of action, claimscounts, counter-claimsremedies, cross-claimspromises, damages, liabilities, obligations, judgments, suits, demands, actions, rightscosts, judgmentsexpenses, obligationsfees, damages, amounts, demands, lossescovenants, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costsagreements, of whatever kind or nature) incurred , anywhere in connection therewith of any kind whatsoeverthe world, whether at law, equity, statutory, administrative, arbitration or otherwise, whether known or unknown, foreseen or unforeseen, accrued or unaccrued, suspected or unsuspected, in their own rightwhich Tekmira, representativelyTPC and/or Protiva, derivatively may now have, have ever had, or in the future may have against any other capacityand each of the Alnylam Released Parties that are based on any material fact, known or unknown, in law existence at any time prior to the Effective Date as well as all claims and counterclaims that were or could have been brought in equity the Massachusetts Superior Court Action, the U.S. Infringement Action, the Canadian Infringement Action, the Interference Proceeding, and/or the B.C. Action.
b. Alnylam’s Release of Tekmira: Alnylam, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, releases and forever discharges Tekmira, including both TPC and Protiva, and each of their past and present parents, subsidiaries, departments and divisions, and the predecessors and successors in interest, and each of the current and former employees, officers, directors, attorneys, and insurers, of any of the foregoing (collectively, the “Tekmira Released Parties”), and each of them, jointly and severally, from any and all claims or liabilities counterclaims, causes, causes of action, counts, remedies, promises, damages, liabilities, obligations, judgments, suits, demands, actions, costs, expenses, fees, covenants, controversies, and agreements, of whatever kind or characternature, arising under federalanywhere in the world, statewhether at law, foreignequity, statutory, administrative, arbitration or otherwise, whether known or unknown, foreseen or unforeseen, accrued or unaccrued, suspected or unsuspected, which Alnylam may now have, have ever had, or common law in the future may have against any and each of the Tekmira Released Parties that are based on any material fact, known or unknown, in existence at any time prior to the laws Effective Date as well as all claims and counterclaims that were or could have been brought in the Massachusetts Superior Court Action, the U.S. Infringement Action, the Canadian Infringement Action, the Interference Proceeding, and/or the B.C. Action.
c. Tekmira’s Release of AlCana: Tekmira, including both TPC and Protiva, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both together and individually, release and forever discharge AlCana and each of its past and present parents, subsidiaries, departments and divisions, and the predecessors, and successors in interest, and each of the current and former employees, officers, directors, attorneys, and insurers of any other relevant jurisdictionof the foregoing (collectively, the “AlCana Released Parties”), and each of them, jointly and severally, from any and all claims or counterclaims, causes, causes of action, counts, remedies, promises, damages, liabilities, obligations, judgments, suits, demands, actions, costs, expenses, fees, covenants, controversies, and agreements, of whatever kind or nature, anywhere in the world, whether at law, equity, statutory, administrative, arbitration or otherwise, whether known or unknown, foreseen or unforeseen, accrued or unaccrued, suspected or unsuspected, which Tekmira, TPC and/or Protiva, may now have, have arisenever had, or in the future may have against any and each of the AlCana Released Parties that are based on any material fact, known or unknown, in existence at any time prior to the Effective Date as well as all claims and counterclaims that were or could have arisenbeen brought in the Massachusetts Superior Court Action and/or the B.C. Action.
x. XxXxxx’x Release of Tekmira: AlCana, arise nowfor good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, releases and forever discharges the Tekmira Released Parties, and each of them, jointly and severally, from any and all claims or counterclaims, causes, causes of action, counts, remedies, promises, damages, liabilities, obligations, judgments, suits, demands, actions, costs, expenses, fees, covenants, controversies, and agreements, of whatever kind or nature, anywhere in the world, whether at law, equity, statutory, administrative, arbitration or otherwise, whether known or unknown, foreseen or unforeseen, accrued or unaccrued, suspected or unsuspected, which AlCana may now have, have ever had, or hereafter in the future may arise out have against any and each of the Tekmira Released Parties that are based on any material fact, known or relate unknown, in existence at any manner time prior to the allegationsEffective Date of the Agreement as well as all claims and counterclaims that were or could have been brought in the Massachusetts Superior Court Action and/or the B.C. Action.
e. Notwithstanding anything herein to the contrary,
i. even if based on any material, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, known or unknown fact in existence at any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) time prior to the Effective Date, includingthe general releases and covenants not to xxx set forth in this Agreement are not intended to and do not release the Parties from any of their obligations under this Agreement and are not intended to and do not prohibit claims for breach of this Agreement;
ii. even if based on any material, without limitation, claims that were known or could have been asserted unknown fact in existence at any time prior to the Litigation (collectivelyEffective Date, the “Released Claims”)general releases and covenants not to xxx set forth in this Agreement are not intended to and do not release the Parties from any of their obligations under the 2012 Cross-License Agreement or the Binding Term Sheet, as the case may be, and do not prohibit claims for breach of those agreements provided the breach arises after the Effective Date; further provided, however, that nothing no Party may assert that any conduct, act, or omission by or on behalf of any released Party prior to the Effective Date constitutes a breach of any of the released Party’s obligations or duties under 2012 Cross-License Agreement or the Binding Term Sheet; and
iii. even if based on any material, known or unknown fact in existence at any time prior to the Effective Date, the general releases and covenants not to xxx set forth in this Release shall Agreement are not intended to and do not prohibit claims for patent infringement on patents filed on or after April 15, 2010 and which are not entitled to claim priority to any patent prior to April 15, 2010, whether or not the patents claim such priority, but solely for alleged infringing activities that occur after the Effective Date. To each Party’s Knowledge (i) release as defined herein), no activities conducted by any other Party or any of their affiliates, licensees or sublicensees, including without limitation any Identified Sublicensee (A) any rights or duties as defined in section 4), prior to the Effective Date, will, if continued after the Effective Date, constitute infringement of any Released Persons under patent controlled by the Party making this Release representation, which patent was filed on or the Settlement Agreementafter April 15, (B) 2010 and which is not entitled to claim priority to any claims or causes of action that any Released Persons may have for the breach or enforcement of any provision patent prior to April 15, 2010. For purposes of this Release or the Settlement Agreementsection 3.e.iii., (C) any statutory, corporate, or contractual rights to indemnification, expense reimbursement, or expense advancement of any Released Person; (ii) limit in any way the defense of any Released Person (including any potential counterclaim, cross-claim or other similar claim of any Released Person) “Knowledge” with respect to any Released ClaimTekmira means the actual knowledge as of the Effective Date of Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx XxXxxx and/or Xxxxxxxxx Xxxxxx; or (iii) limit in any way any Released Person’s rights with respect to indemnificationAlnylam means the actual knowledge as of the Effective Date of Xxxxx Xxxxxx, expense reimbursement, or expense advancement in connection Xxxxxxxx Xxxx and/or Xxxxx Xxxxxxx; and with any Released Claimrespect to AlCana means the actual knowledge as of the Effective Date of Xxx Xxxxxx.
Appears in 1 contract
Samples: Settlement Agreement
Mutual General Releases. a. Effective as of the completion date of the Conversion (the “Effective Date”)this Agreement, each of the Trust Ironclad and the TrusteesIncumbents, on the one hand, and each of the members of the Investor Group, on the other hand, on behalf of each of for themselves and for all of their past and present affiliatedrespective agents, associatedemployees, relatedtrustees, parent and subsidiary entitiestrustors, joint ventures and partnershipsbeneficiaries, receivers, corporations, parents, affiliates, subsidiaries, predecessors, successors, assigns, and the respective owners, trust beneficiariesshareholders, officers, directors, partners, partnerships, members, managers, principals, parents, subsidiaries, predecessor entities, agentsattorneys, representatives, employeesheirs, holders of certificates or sub-share certificates, shareholders, other security holders, advisors, consultants, attorneys, heirsspouses, executors, administrators, successors affiliated or related entities and assigns of any said person or entitytheir respective owners, officers, and directors and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”)who may claim through it, irrevocably does hereby release the Shareholders, and unconditionally generally releaseeach of them, remitabsolutely and forever, settle, acquit and forever discharge the other and all of their Released Personsrespective employees, trustees, trustors, beneficiaries, receivers, corporations, parents, affiliates, subsidiaries, predecessors, successors, assigns, shareholders, officers, directors, partners, partnerships, members, attorneys, representatives, heirs, spouses, executors, administrators, affiliated or related entities and their respective owners, officers, and directors, and each of them, ("Shareholder Releasees”) of and from any and all claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of action of every kind or nature, including but not limited to the State Court Action and the Federal Action, from the beginning of time to the date of this Agreement (except for any and all demands, damages, debts, liabilities, accounts, reckoning, obligations, costs, expenses, liens, actions and causes of action with respect to obligations created by or arising out of this Agreement). This general release applies to all of the above claims, causes of action, or otherwise, whether or not any such matters, causes, or things whatsoever were, or could in any way have been, claimed by Ironclad or the Incumbents, against the Shareholder Releasees, or any of them, or otherwise have been or could have been brought or alleged by Ironclad or the Incumbents, or any of them, against the Shareholder Releasees, or any of them, in law or in equity, suits, debts, liens, security interests, claims, counter-claims, cross-claims, actions, rights, judgments, obligationsdemands, damages, amounts, demands, losses, controversiescosts, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s attorneys fees or court costs, of whatever nature) incurred in connection therewith expenses of any kind nature whatsoever, whether known or unknown, suspected or unsuspected, in fixed or contingent, which Ironclad or the Incumbents, at any time heretofore ever had, owned or held, or which it now has, owns or holds.
b. Effective as of the date of this Agreement, the Shareholders, for themselves and for their own rightrespective assigns, representativelyagents, derivatively employees, shareholders, attorneys, representatives, trustees, heirs, executors, administrators and any other persons or entities who may claim through any or all of them, do hereby release Ironclad and the Incumbents absolutely and forever, and discharge all of its respective employees, trustees, trustors, beneficiaries, receivers, corporations, parents, affiliates, subsidiaries, predecessors, successors, assigns, shareholders, officers, directors, partners, partnerships, members, attorneys, representatives, heirs, spouses, executors, administrators, affiliated or related entities and its respective owners, officers, and directors, and each of them, ("Ironclad Releasees") of and from any and all claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of action of every kind or nature, including but not limited to the State Court Action and the Federal Action, from the beginning of time to the date of this Agreement (except for any and all demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of action with respect to the obligations created by or arising out of this Agreement). This general release applies to all of the above claims, causes of action, or otherwise, whether or not any such matters, causes, or things whatsoever were, or could in any other capacityway have been, claimed by the Shareholders, or any of them, against the Ironclad Releasees, or any of them, or otherwise have been or could have been brought or alleged by the Shareholders, or any of them, against the Ironclad Releasees, or any of them, in law or in equity equity, suits, debts, liens, security interests, claims, demands, damages, losses, costs, attorneys fees or liabilities expenses of whatever kind any nature whatsoever, known or characterunknown, arising under federalsuspected or unsuspected, statefixed or contingent, foreignwhich the Shareholders or any of them, at any time heretofore ever had, owned or held, or common law which they now have, own or the laws of any other relevant jurisdiction, which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) prior to the Effective Date, including, without limitation, claims that were or could have been asserted in the Litigation (collectively, the “Released Claims”); provided, however, that nothing in this Release shall (i) release (A) any rights or duties of any Released Persons under this Release or the Settlement Agreement, (B) any claims or causes of action that any Released Persons may have for the breach or enforcement of any provision of this Release or the Settlement Agreement, (C) any statutory, corporate, or contractual rights to indemnification, expense reimbursement, or expense advancement of any Released Person; (ii) limit in any way the defense of any Released Person (including any potential counterclaim, cross-claim or other similar claim of any Released Person) with respect to any Released Claim; or (iii) limit in any way any Released Person’s rights to indemnification, expense reimbursement, or expense advancement in connection with any Released Claim.hold
Appears in 1 contract
Samples: Settlement Agreement (Ironclad Performance Wear Corp)
Mutual General Releases. Effective as of the completion of the Conversion (the “Effective Date”), each of the Trust and the Trustees, on the one hand, and each of the members of the Investor Group, on the other hand, on behalf of each of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, trust beneficiaries, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, holders of certificates or sub-share certificates, shareholders, other security holders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally generally release, remit, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, counter-claims, cross-claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction, which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) prior to the Effective Date, including, without limitation, claims that were or could have been asserted in the Litigation (collectively, the “Released Claims”); provided, however, that nothing in this Release shall (i) release (A) any rights or duties of any Released Persons under this Release or the Settlement Agreement, (B) any claims or causes of action that any Released Persons may have for the breach or enforcement of any provision of this Release or the Settlement Agreement, (C) any statutory, corporate, or contractual rights to indemnification, expense reimbursement, or expense advancement of any Released Person; (ii) limit in any way the defense of any Released Person (including any potential counterclaim, cross-claim or other similar claim of any Released Person) with respect to any Released Claim; or (iii) limit in any way any Released Person’s rights to indemnification, expense reimbursement, or expense advancement in connection with any Released Claim.,
Appears in 1 contract
Samples: Settlement Agreement
Mutual General Releases. Effective as a. As a material inducement to Defendant to enter into this Agreement and in consideration of the completion Settlement Payment and other consideration, the receipt and value of the Conversion (the “Effective Date”)which are hereby agreed to and acknowledged, each of the Trust and the Trustees, on the one hand, and each of the members of the Investor Group, on the other handPlaintiff, on behalf of each of themselves himself, his heirs, successors, representatives, assigns, any putative class or collective members whose interests Plaintiff seeks to represent, attorneys, agents, executors, and for all of their past administrators (“Releasors”), hereby irrevocably and present affiliatedunconditionally releases, associatedacquits, relatedand forever discharges Defendant and its present, past, and future owners, affiliates, related business entities, parent and subsidiary entitiescompanies, joint ventures and partnershipssubsidiaries, predecessors, successors, assigns, and the respective ownersdivisions, trust beneficiariesdirectors, officers, directors, partnerstrustees, members, employees, stockholders, representatives, insurers, business managers, principalsaccountants, parents, subsidiaries, predecessor entitiesattorneys, agents, representatives, employees, holders of certificates or sub-share certificates, shareholders, other security holders, advisors, consultants, attorneys, heirs, executors, and administrators, successors in their individual and assigns of any said person or entityrepresentative capacities, and any other person claiming (now all persons acting by, through, and under, or in the future) through or on behalf of concert with any of said persons or entities these (hereinafter collectively referred to as “Released PersonsReleasees”), irrevocably and unconditionally generally release, remit, settle, acquit and forever discharge the other and all of their Released Persons, from any and all charges, complaints, claims (individually and on behalf of a class), liabilities, obligations, suits, demands, rights, liens, costs, losses, debts, expenses, agreements, contracts, covenants, actions, suits, causes of action, claims, counter-claims, cross-claims, actions, rights, judgments, obligationsand orders of whatever kind or nature in law, equity, or otherwise, including but not limited to, all claims for penalties, general damages, amountspunitive damages, demandscompensatory damages, lossesspecial damages, controversiesequitable relief, contentionsattorneys’ fees, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costsactually incurred, of whatever nature) incurred in connection therewith of any kind whatsoever, whether nature whatsoever known or unknown, suspected or unsuspected, in their own rightconcealed or hidden, representativelythat Releasors had, derivatively now have, or in the future may or could have against Releasees, arising out of or relating to any matter of Plaintiff’s employment up to the Effective Date of this Agreement, including, any claim, whether brought on an individual basis or as part of a class, collective, or representative action, under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.; the Older Worker Benefits Protection Act of 1990; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, Pub. L. No. 102-166, 105 Stat. 1071 (1991); 42 U.S.C. § 1981; 42 U.S.C. § 1983; the National Labor Relations Act, 29 U.S.C. § 151 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); the Worker Adjustment and Retraining Notification (WARN) Act; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 791 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Genetic Information Nondiscrimination Act (XXXX); the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the New York State Worker Adjustment and Retraining Notification Act; the New York State Human Rights Law, N.Y. Executive Law § 290 et seq.; the New York City Human Rights Law, New York City Charter and Administrative Code; Title VIII, § 8-107 et seq.; the New York State Civil Rights Law, N.Y. Civil Rights Law § 79-e et seq.; the New York State Labor Law, § 1 et seq.; Section 125 of the New York State Workers’ Compensation Law; Article 23-A of the New York Correction Law; the New York City Earned Safe and Sick Time Act (“ESSTA”); any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreignand local equal employment, fair employment, or civil or human rights law (whether statutory, regulatory, or decisional); the statutory, regulatory, or common law or the laws of any other relevant jurisdiction, which have arisenincluding, could have arisenbut not limited to, arise nowany and all tort claims (e.g., assault; battery; false imprisonment; defamation; intentional infliction of emotional distress; negligent infliction of emotional distress; wrongful termination; negligent hiring, supervision and/or retention; conversion; interference with contract; abusive discharge; and/or loss of consortium, companionship, services or society), any and all contract claims (e.g., breach of contract, fraud, and/or breach of covenant of good faith and fair dealing) and under any and all applicable federal, state and local laws, administrative rules or regulations, including any and all claims already asserted and unasserted and related to Plaintiff’s employment with Defendant (or his relationship with any other Releasee) and the cessation thereof.
b. As a material inducement to Plaintiff to enter into this Agreement, Defendant and its executors, administrators, present, past and future owners, affiliates, related business entities, parent companies, subsidiaries, predecessors, successors, assigns, agents, divisions, directors, officers, trustees, members, employees, stockholders, representatives, insurers, attorneys, and all persons acting by, through, under or in concert with any of these, on behalf of themselves, in their individual or representative capacities (hereinafter collectively referred to as “Defendant Releasors”) hereby irrevocably and unconditionally release, acquit, and forever discharge Plaintiff, his heirs, successors, representatives, agents, executors and administrators, present, past and future owners, affiliates, related business entities, parent companies, subsidiaries, predecessors, successors, assigns, agents, divisions, directors, officers, trustees, members, employees, stockholders, representatives, insurers, attorneys, in their individual and representative capacities, and all persons acting by, through, under, or hereafter may arise in concert with any of these on behalf of himself (hereinafter collectively referred to as “Plaintiff Releasees”) from any and all charges, complaints, claims, liabilities, obligations, suits, demands, costs, losses, debts, and expenses, including, but not limited to, all claims for penalties, general damages, punitive damages, compensatory damages, special damages, equitable relief, attorneys’ fees and costs actually incurred, of any nature whatsoever known or unknown, suspected or unsuspected, which against the Plaintiff Releasees the Defendant Releasors had, now have, or in the future might or could have, arising out of or relate in relating to any manner to the allegations, facts, events, transactions, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever (or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related) prior matter up to the Effective DateDate of this Agreement, whether under any theory, including, without limitationbut not limited to, any and all claims that were or could have been asserted in connection with Plaintiff’s alleged employment with Defendant and the Litigation (collectivelycessation thereof, the “Released Claims”); providedincluding, howeverbut not limited, that nothing in this Release shall (i) release (A) any rights or duties of any Released Persons under this Release or the Settlement Agreement, (B) any all claims or causes of action that Defendant Releasors might have with respect to breach of contract, implied or express; impairment of economic opportunity; intentional or negligent infliction of emotional distress; false arrest; assault; battery; false imprisonment; invasion of privacy; prima facie tort; defamation; libel; slander; negligent termination; malicious prosecution; the Action; or any Released Persons may have other tort, whether intentional or negligent; or any claim or cause of action known or unknown.
c. Plaintiff shall also discontinue and withdraw, with prejudice, his collective action claims under the FLSA and his Rule 23 of the Federal Rules of Civil Procedure (“FRCP”) class action claims under the NYLL.
d. Notwithstanding anything else set forth herein, nothing herein shall be deemed a waiver of: (i) claims for the breach or enforcement of any provision of this Release or the Settlement Agreement, (C) any statutory, corporate, or contractual rights to indemnification, expense reimbursement, or expense advancement of any Released Person; (ii) limit claims that may arise based upon events occurring after the Effective Date; or (iii) claims that cannot be waived as a matter of law.
e. Plaintiff acknowledges that he might discover facts or law different from or in addition to the facts or law he knows or believes to exist with respect to a released claim. He agrees, nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or law.
f. Plaintiff acknowledges that he was paid and has received all compensation, wages, tips, gratuities, bonuses, commissions, and benefits to which he was entitled and that no leave, compensation, wages, tips, gratuities, bonuses, commissions, or benefits are due to him from Defendant. Further, Plaintiff acknowledges and agrees that he has not suffered any way workplace injury that has not already been reported to and/or addressed by Defendant.
g. If any legal proceeding, whether individual, collective, or class action, is instituted in court or a federal, state, or local administrative agency, including, but not limited to, any proceeding conducted by either the defense federal or state Departments of Labor (collectively referred to herein as “Proceeding”), Plaintiff waives all relief available to him (including, without limitation, monetary damages, equitable relief, and reinstatement) under any Released Person of the claims and/or causes of action waived in Section 2 of this Agreement. Therefore, Plaintiff agrees that he will not accept any award or settlement from any source or Proceeding (including but not limited to any potential counterclaim, cross-claim Proceeding brought by any other person or other similar claim of by any Released Persongovernment agency) with respect to any Released Claim; claim or (iii) limit right waived in this Agreement. If any such Proceeding is currently in process, Plaintiff agrees that he will, to the extent of his ability, seek to have it closed with prejudice.
h. Plaintiff further agrees, to the extent permitted by law, that neither he nor any person acting by, through, under, or in concert with him, will initiate, encourage, assist, or participate in any way Proceeding, including but not limited to providing any Released Person’s rights information to indemnificationa person bringing a Proceeding against Defendant or Releasees or to any third-party on behalf of that entity or person, expense reimbursement, unless lawfully subpoenaed or expense advancement otherwise ordered to do so by a court or administrative agency in connection with any Released Claim.investigation it is conducting or as otherwise required by applicable law, concerning any of the claims and/or causes of action waived in Section 2 of this Agreement. Should Plaintiff and/or any person acting by, through, under, or in concert with him be subpoenaed or subjected to court order to attend to testify, Plaintiff shall notify Defendant within seventy-two (72) hours of Plaintiff’s receipt of said subpoena or court order (unless compliance with the subpoena or court order is demanded in less than seventy-two (72) hours, in which case notice shall occur within twenty-four
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Samples: Settlement Agreement
