Common use of Mutual General Releases Clause in Contracts

Mutual General Releases. In consideration of the Termination Payment, the Supply Agreement suspension and termination, and other good and valuable consideration, including the consideration set forth in this Agreement, effective upon the full and final payment by Ingevity of the Termination Payment, Georgia-Pacific and Ingevity on their own behalf and on behalf of their respective agents, representatives, members, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directors, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executors, and assigns, and any other persons or entities claiming through them (“Releasors”) do hereby release, acquit and forever discharge the other Party, and the other Party’s respective agents, representatives, members, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directors, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executors, and assigns (“Releasees”) from any and all rights, claims, obligations, debts, demands, causes of action, assessments, charges, damages, loss, liabilities and expenses (including attorneys’ fees, interest and litigation costs) of whatever kind or nature, based on any legal or equitable theory, right of action or otherwise, whether foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or fixed, accrued or unaccrued, under, arising out of, or related to the Supply Agreement (the “Released Claims”). The Parties further agree that this Agreement is and shall operate as a complete defense to any subsequent action by or on behalf of any Party asserting or purporting to assert any of the Released Claims as set forth in this Agreement. Without limiting the foregoing, the Parties specifically extend this release to include claims that either Party does not know or suspect to exist at the time that this Agreement and the releases contained in this Agreement become effective. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Agreement shall operate to release either Party with respect to the Surviving Rights and Obligations, and these obligations are specifically excluded from the Released Claims. For the avoidance of doubt, this mutual release specifically includes the release of all rights and obligations arising from or related to the Audit Right in the Supply Agreement and any carryover volumes and any incentive payments.

Mutual General Releases. In a. As a material inducement to Defendant to enter into this Agreement and in consideration of the Termination PaymentSettlement Payment and other consideration, the Supply Agreement suspension receipt and terminationvalue of which are hereby agreed to and acknowledged, and other good and valuable considerationPlaintiff, including the consideration set forth in this Agreement, effective upon the full and final payment by Ingevity of the Termination Payment, Georgia-Pacific and Ingevity on their own behalf and on behalf of their respective agentshimself, his heirs, successors, representatives, membersassigns, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directorsany putative class or collective members whose interests Plaintiff seeks to represent, attorneys, suretiesagents, insurersexecutors, employeesand administrators (“Releasors”), hereby irrevocably and unconditionally releases, acquits, and forever discharges Defendant and its present, past, and future owners, affiliates, related business entities, parent companies, subsidiaries, predecessors, successors, heirsassigns, divisions, directors, officers, trustees, members, employees, stockholders, representatives, insurers, business managers, accountants, attorneys, agents, executors, and assignsadministrators, in their individual and representative capacities, and any other all persons or entities claiming through them (“Releasors”) do hereby releaseacting by, acquit and forever discharge the other Partythrough, and the other Party’s respective agentsunder, representatives, members, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directors, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executors, and assigns or in concert with any of these (hereinafter collectively referred to as “Releasees”) ), from any and all rightscharges, claimscomplaints, claims (individually and on behalf of a class), liabilities, obligations, suits, demands, rights, liens, costs, losses, debts, demandsexpenses, agreements, contracts, covenants, actions, suits, causes of action, assessmentsjudgments, chargesand orders of whatever kind or nature in law, equity, or otherwise, including but not limited to, all claims for penalties, general damages, losspunitive damages, liabilities and expenses (including compensatory damages, special damages, equitable relief, attorneys’ fees, interest and litigation costs) costs actually incurred, of whatever kind or nature, based on any legal or equitable theory, right of action or otherwise, whether foreseen or unforeseen, nature whatsoever known or unknown, suspected or unsuspected, contingent concealed or fixedhidden, accrued that Releasors had, now have, or unaccrued, underin the future may or could have against Releasees, arising out of, of or related relating to any matter of Plaintiff’s employment up to the Supply Agreement (the “Released Claims”). The Parties further agree that this Agreement is and shall operate as a complete defense to any subsequent action by or on behalf Effective Date of any Party asserting or purporting to assert any of the Released Claims as set forth in this Agreement. Without limiting the foregoing, the Parties specifically extend this release to include claims that either Party does not know or suspect to exist at the time that this Agreement and the releases contained in this Agreement become effective. Notwithstanding the foregoing or anything else in this Agreement, nothing 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 this Agreement shall operate to release either Party 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 respect to Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Surviving 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 ObligationsAdministrative 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 federal, state, and these obligations are specifically excluded from local equal employment, fair employment, or civil or human rights law (whether statutory, regulatory, or decisional); the Released Claims. For the avoidance statutory, regulatory, or common law of doubtany jurisdiction, this mutual release specifically includes the release including, but not limited to, any 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 rights contract claims (e.g., breach of contract, fraud, and/or breach of covenant of good faith and obligations arising from 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 Audit Right in the Supply Agreement and any carryover volumes and any incentive paymentscessation thereof.

Mutual General Releases. In consideration Except for a claim based upon an alleged breach of this Agreement or an alleged breach of the Termination Payment, provisions of the Supply Employment Agreement suspension and termination, and other good and valuable consideration, including the consideration set forth in that are expressly continued pursuant to this Agreement, effective upon the full Kilcollin, for himself and final payment by Ingevity of the Termination Paymentfor his estate, Georgia-Pacific and Ingevity on their own behalf and on behalf of their respective agentsheirs, personal representatives, membersexecutors, shareholdersadministrators and assigns, principalshereby releases and forever discharges the CME, any parent, subsidiaries and related and affiliated entities, parents, subsidiaries, and each of its and their officers, directors, attorneysrepresentatives, suretiesagents, employees, related and participating members, insurers, employees, predecessors, successorsas well as each of its and their respective estates, heirs, personal representatives, executors, administrators, successors and assigns (hereinafter collectively and individually the "CME Releasees"), and the CME Releasees hereby release and forever discharge Kilcollin, his estate, heirs, personal representatives, executors, administrators and assigns, and any other persons or entities claiming through them (“Releasors”) do hereby release, acquit and forever discharge the other Party, and the other Party’s respective agents, representatives, members, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directors, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executors, and assigns (“Releasees”) from any and all rights, claims, obligationsdemands, debts, demandsdues, sums of money, accounts, attorneys' fees, complaints, judgments, executions, actions and causes of actionaction of any nature whatsoever, assessmentscognizable at law or equity, chargespast, damagespresent or future, losswhich either party now has or claims, liabilities and expenses (including attorneys’ feesor might hereafter have or claim, interest and litigation costs) of whatever kind or natureagainst the other party, based on upon or arising out of any legal matter or equitable theorything whatsoever from the date of Kilcollin's initial employment with the CME through the date of this release, right including, without limitation, any claim, action or cause of action which was or otherwise, whether foreseen is related to or unforeseen, known arises out to Kilcollin's employment or unknown, suspected or unsuspected, contingent or fixed, accrued or unaccrued, under, arising out ofdirectorship with the CME, or related to his separation and/or resignation therefrom, or which is based upon or arises under the Supply Agreement (Employment Agreement, or any local, state, or federal law dealing with employment discrimination, including without limitation Title VII of the “Released Claims”)Civil Rights Act of 1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act. The Parties further agree that this Agreement is following provisions are applicable to and shall operate as made a complete defense to any subsequent action by or on behalf part of any Party asserting or purporting to assert any of the Released Claims as set forth in this Agreement. Without limiting the foregoing, the Parties specifically extend this release to include claims that either Party does not know or suspect to exist at the time that this Agreement and the releases contained in this Agreement become effective. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Agreement shall operate to general release either Party with respect to the Surviving Rights and Obligations, and these obligations are specifically excluded from the Released Claims. For the avoidance of doubt, this mutual release specifically includes the release of all rights and obligations arising from or related to the Audit Right in the Supply Agreement and any carryover volumes and any incentive payments.waiver:

Mutual General Releases. In consideration of the Termination Paymentpromises set forth in this Agreement, upon Walgreens's payment of the Supply Agreement suspension and terminationSettlement Sum set forth in Section 2, and for other good and valuable consideration, including MMR hereby generally RELEASES, RELIEVES AND FOREVER DISCHARGES Walgreens, and Walgreens hereby generally RELEASES, RELIEVES AND FOREVER DISCHARGES MMR (with the consideration set forth in scope of this Agreementmutual release applying to each and all of MMR's and Walgreens's respective current and former subsidiaries, effective upon the full and final payment by Ingevity of the Termination Payment, Georgia-Pacific and Ingevity on their own behalf and on behalf of their respective agents, representativesparent corporation(s), members, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directors, attorneyspartners, suretiesprincipals, insurersshareholders, employeesindependent contractors, subcontractors, predecessors, successors, heirs, executors, and assigns, and any other persons or entities claiming through them (“Releasors”) do hereby release, acquit and forever discharge the other Party, and the other Party’s respective agentsassociates, representatives, members_____________________________________________________________________________________________________ [***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, shareholders, principals, affiliated entities, parents, subsidiaries, officers, directorsas amended . employees, attorneys, sureties, insurers, employees, predecessors, successors, heirs, executorsaccountants, and assigns (“Releasees”agents, as applicable) from any and all rightsagreements, complaints, controversies, damages, duties, grievances, loss, liability, omissions, promises, remedies, claims, obligationsexpenses, debts, demands, costs, contracts, obligations, actions, causes of action, assessmentsand rights (contingent, chargesaccrued, damagesinchoate, loss, liabilities and expenses (including attorneys’ fees, interest and litigation costs) of whatever kind or nature, based on any legal or equitable theory, right of action or otherwise), whether known or unknown, foreseen or unforeseen, directly or indirectly arising from or out of, growing out of, or based upon, in whole or in part, or attributable to, events, acts or omissions, occurring in whole or in part from the beginning of time to the Effective Date, including but not limited to, all claims of patent infringement that were or could have been asserted in the Legal Actions, regardless of whether any such claims or causes of action have yet accrued. Furthermore, except as provided for in Section 16 of this Agreement, the Parties agree not to bring, commence, institute, maintain, or prosecute, either as a named or unnamed party, any other action at law or in equity or any legal proceeding whatsoever arising out of, based upon or relating to, any facts or circumstances released by this Agreement. This Agreement may be pled as a full and complete defense to, and may be used as a basis for a dismissal of any action or proceeding in the United States, or elsewhere, arising out of, based upon or relating to any facts or circumstances released by this Agreement. The Releases stated in this paragraph do not release any obligations imposed by this Agreement, including but not limited to the obligations in Sections 2-6 of this Agreement. The Parties further acknowledge that they are familiar with California Civil Code Section 1542 and that they hereby expressly waive the protection of that section, 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." The Parties waive and relinquish any right or benefit which they have or may have under California Civil Code Section 1542, and any similar law of any state or territory of the United States. That is, the Parties may not invoke the benefits of California Civil Code Section 1542, or any such similar law, in order to prosecute any claims released hereunder. In connection with such waiver and agreement, the Parties acknowledge that they are aware that they or their attorney may hereafter discover claims or facts or legal theories in addition to or different from those which they know or believe to exist with respect to the subject litigation, but that it is the intention hereby to fully, finally and forever settle and release all of the claims, known or unknown, suspected or unsuspected, contingent which now exist, may exist or fixed, accrued or unaccrued, under, arising out of, or related to heretofore have existed between the Supply Agreement (the “Released Claims”). The Parties further agree that this Agreement is and shall operate as a complete defense to any subsequent action by or on behalf reason of any Party asserting acts, circumstances, facts, events or purporting to assert any transactions occurring before the date of the Released Claims as set forth in this Agreement. Without limiting the foregoingIn furtherance of such intention, the Parties specifically extend this release to include claims that either Party does not know or suspect to exist at the time that this Agreement herein given shall be and the releases contained in this Agreement become effective. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Agreement shall operate to release either Party with respect to the Surviving Rights and Obligations, and these obligations are specifically excluded from the Released Claims. For the avoidance of doubt, this mutual release specifically includes the release of all rights and obligations arising from or related to the Audit Right in the Supply Agreement and any carryover volumes and any incentive payments.remain in