Common use of Mutual General Releases Clause in Contracts

Mutual General Releases. Except as otherwise provided herein, effective as of entry of a final order of the Bankruptcy Court approving this Agreement, Xx. Xxxxxxxxxx and Peregrine hereby forever release and discharge each other, and each of their subsidiaries, affiliates, divisions, directors, officers, employees, managers, agents, representatives, independent contractors, consultants, attorneys, accountants, trustees, spouses, heirs, predecessors, successors and assigns, and all persons or entities acting by, through or on behalf of any of them, of and from any and all claims, causes of action, damages, losses, debts, obligations, agreements, liabilities, attorney's fees, costs and expenses, whether asserted or unasserted, known or unknown, suspected or unsuspected, fixed or contingent, and whether arising under state law, federal law, common law or otherwise, which arise directly or indirectly out of any facts, events, or transactions that occurred from the beginning of time through the effective date of this Agreement. These are general releases of all known and unknown claims, including, without limitation, all claims, obligations, liabilities, rights to payments or rights to distributions of New Peregrine Stock under or relating in any way to the Employment Agreement, the Amended Employment Agreement, the First Amendment, the Plan, the Class 9 Settlement Order, the Pre-Petition Claims, the Administrative Claims, the Objection to Administrative Claim or otherwise. The only exceptions to the releases herein are (a) the obligations of the parties under and as expressed in this Agreement, (b) the issues and reservations of rights set forth in paragraph 6 above, and (c) any claims previously assigned by Peregrine to the Litigation Trustee under and to implement the Plan. The parties shall have no further obligations or liabilities between them, except as provided herein and subject to the reservation of rights in paragraph 6.

Mutual General Releases. Except as otherwise provided herein, effective as for a claim based upon an alleged breach of entry of a final order this Agreement or an alleged breach of the Bankruptcy Court approving provisions of the Employment Agreement that are expressly continued pursuant to this Agreement, Xx. Xxxxxxxxxx Kilcollin, for himself and Peregrine for his estate, heirs, personal representatives, executors, administrators and assigns, hereby releases and forever release discharges the CME, any parent, subsidiaries and discharge each otherrelated and affiliated entities, and each of its and their subsidiaries, affiliates, divisionsofficers, directors, officersrepresentatives, agents, employees, managersrelated and participating members, agentsinsurers, representatives, independent contractors, consultants, attorneys, accountants, trustees, spousesas well as each of its and their respective estates, heirs, predecessorspersonal 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 all persons or entities acting by, through or on behalf of any of them, of and from any and all rights, claims, causes of action, damages, lossesdemands, debts, obligationsdues, agreementssums of money, liabilitiesaccounts, attorney's attorneys' fees, costs complaints, judgments, executions, actions and expensescauses of action of any nature whatsoever, whether asserted or unasserted, known or unknown, suspected or unsuspected, fixed or contingent, and whether arising under state law, federal law, common cognizable at law or otherwiseequity, past, present or future, which arise directly either party now has or indirectly claims, or might hereafter have or claim, against the other party, based upon or arising out of any facts, events, matter or transactions that occurred thing whatsoever from the beginning date of time Kilcollin's initial employment with the CME through the effective date of this Agreement. These are general releases of all known and unknown claimsrelease, including, without limitation, all claimsany claim, obligationsaction or cause of action which was or is related to or arises out to Kilcollin's employment or directorship with the CME, liabilitiesor his separation and/or resignation therefrom, rights to payments or rights to distributions of New Peregrine Stock which is based upon or arises under or relating in any way to the Employment Agreement, or any local, state, or federal law dealing with employment discrimination, including without limitation Title VII of the Amended Civil Rights Act of 1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act. The following provisions are applicable to and made a part of this Agreement and the foregoing general release and waiver: (i) Kilcollin does not release and waive any right or claim which he may have under the Age Discrimination in Employment Act which arises after the date of execution of this Agreement. (ii) In exchange for this general release and waiver, Kilcollin hereby acknowledges that he has received separate consideration beyond that which he is otherwise entitled to under the CME policy, the Employment Agreement, or applicable law. (iii) CME hereby expressly advises Kilcollin to consult with an attorney of his choosing prior to executing this Agreement which contains a general release and waiver. (iv) Kilcollin has twenty-one (21) days from the First Amendment, the Plan, the Class 9 Settlement Order, the Pre-Petition Claims, the Administrative Claims, the Objection date of presentment to Administrative Claim consider whether or otherwise. The only exceptions not to the releases herein are (a) the obligations of the parties under and as expressed in execute this Agreement. In the event of such execution, Kilcollin's has a further period of seven (b7) days from such date in which to revoke said execution, notice of which must be received by the issues and reservations of rights set forth in paragraph 6 above, and CME within such seven (c7) any claims previously assigned by Peregrine to the Litigation Trustee under and to implement the Plan. The parties shall have no further obligations or liabilities between them, except as provided herein and subject to the reservation of rights in paragraph 6day period.

Mutual General Releases. Except as otherwise provided hereinFor good and valuable consideration, effective as the receipt and sufficed of entry of a final order of which are hereby acknowledged by the Bankruptcy Court approving this Agreementparties, Xx. Xxxxxxxxxx the parties promise, agree, and Peregrine hereby forever release and discharge each otheras follows: 5.1 Except for rights or claims created by this Agreement and the Registration Rights Agreement, the ESI Parties hereby release, remise, and each of their forever discharge ATC, including past, present and future parents, subsidiaries, affiliates, divisionspredecessors, successors, assigns, directors, officers, agents, servants, employees, managersadministrators, agents, representatives, independent contractors, consultants, attorneysinsurers, accountants, trusteesand attorneys (the “ATC Released Parties”), spouses, heirs, predecessors, successors and assigns, and all persons or entities acting by, through or on behalf of any of them, of and from any and all claims, demands, causes of action, obligations, damages, losses, debts, obligations, agreements, liabilities, attorney's fees, costs and expensesliabilities existing prior to the Effective Date, whether asserted or unasserted, known or unknown, suspected asserted in, arising out of, connected with or unsuspectedincidental to the License Agreement, fixed the Stock Options, the Lawsuits, or contingentany other matter whatsoever including, without limitation on the generality of the foregoing, any and all claims, demands, causes of action, obligations, damages and liabilities which the ESI Parties could have asserted against ATC or any ATC Released Party relating to the subject matter of the Lawsuits. 5.2 Except as to its rights under the Confidentiality Agreement dated March 18, 2005, and whether arising under state lawexcept for such rights or claims as may be created by this Agreement and the Registration Rights Agreement, federal lawATC hereby releases, common law or otherwiseremises, which arise directly or indirectly out and forever discharges the ESI Parties, including the ESI Parties’ past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, directors, officers, agents, servants, employees, administrators, insurers, accountants, and attorneys (the “ESI Released Parties”), from any and all claims, demands, causes of any factsaction, eventsobligations, or transactions that occurred from the beginning of time through damages, and liabilities existing prior to the effective date hereof, whether known or unknown, asserted in, arising out of, connected with or incidental to the License Agreement, the Stock Options, the Lawsuits, or any other matter whatsoever including, without limitation on the generality of the foregoing, any and all claims, counterclaims, demands, causes of action, obligations, damages and liabilities which ATC could have asserted against the ESI Parties or the ESI Released Parties relating to the subject matter of the Lawsuits. 5.3 ATC and the ESI Parties specifically waive the benefit of the provisions of Section 1542 of the Civil Code of the State of California and any similar laws of other jurisdictions, to the extent applicable. Section 1542 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 5.4 The provisions, waivers and releases set forth in this Section 5 are binding upon each of ATC and the ESI Parties and their respective agents, employees, attorneys, representatives, officers, directors, general partners, limited partners, joint venturers, affiliates, assigns, heirs, successors in interest and shareholders. 5.5 The provisions, waivers and releases of this Section 5 shall inure to the benefit of each of ATC’s and the ESI Parties’ agents, attorneys, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 5.6 The provisions of this Section 5 shall survive the termination of this Agreement. These are general releases , and full performance of all known the terms of this Agreement. 5.7 In entering into this Agreement and unknown claimsthe waivers provided for in this Section 5, includingeach of ATC and the ESI Parties assumes the risk of any misrepresentation, concealment or mistake. If either ATC or the ESI Parties should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect, ATC or the ESI Parties shall not be entitled to any relief in connection therewith, including any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding upon the parties hereto, regardless of any claims of misrepresentation, promise made without limitationthe intention of performing, all claimsconcealment of fact, obligationsmistake of fact or law, liabilitiesor any other circumstances whatsoever. 5.8 Without limiting the generality of any provision of this Section 5, each of ATC and the ESI Parties agree and acknowledge that the License Agreement was terminated on May 23, 2003, and the Stock Options ceased to be exercisable on October 5, 2002, and no party thereto had any rights or obligations under such agreements, following such respective dates. 5.9 Except as required in a subpoena issued to payments an ESI Party by a court of competent jurisdiction or rights an order or judgment binding on an ESI Party, each of the ESI Parties agrees not to distributions participate in or assist in any manner any person or entity in any claim or cause of New Peregrine Stock under action such person or relating entity might threaten or bring against ATC which in any way to derives from any rights the Employment ESI Parties formerly enjoyed under the License Agreement, the Amended Employment Agreementincluding without limitation any claims or causes of action by licensees, the First Amendmentsublicensees, the Planassignees, the Class 9 Settlement Order, the Pre-Petition Claims, the Administrative Claims, the Objection to Administrative Claim finders or otherwise. The only exceptions to the releases herein are (a) the obligations brokers of the parties under and as expressed in this AgreementESI Parties, (b) or other persons with contracting relationships with the issues and reservations of rights set forth in paragraph 6 above, and (c) any claims previously assigned by Peregrine to the Litigation Trustee under and to implement the Plan. The parties shall have no further obligations or liabilities between them, except as provided herein and subject to the reservation of rights in paragraph 6ESI Parties.

Mutual General Releases. Except as otherwise provided hereinJacoxx, effective as of entry of a final order of the Bankruptcy Court approving this Agreement, Xx. Xxxxxxxxxx xxr himself and Peregrine hereby forever release and discharge each other, and each of their subsidiaries, affiliates, divisions, directors, officers, employees, managers, agents, representatives, independent contractors, consultants, attorneys, accountants, trustees, spousesfor his estate, heirs, predecessorspersonal representatives, successors executors, administrators and assigns, hereby releases and all persons or forever discharges, except as set forth in subsections (i) through (v) below, MTLM, its subsidiaries and related and affiliated entities acting bysignatory hereto (hereinafter collectively and individually the "MTLM Releasees"), through or on behalf of any of themand the MTLM Releasees hereby release and forever discharge Jacoxx, of xxs estate, heirs, personal representatives, executors, administrators and assigns, from any and all rights, claims, causes of action, damages, lossesdemands, debts, obligationsdues, agreementssums of money, liabilitiesaccounts, attorney's attorneys= fees, costs complaints, judgments, executions, actions and expensescauses of action of any nature whatsoever, whether asserted or unasserted, known or unknown, suspected or unsuspected, fixed or contingent, and whether arising under state law, federal law, common cognizable at law or otherwiseequity, which arise directly either party now has or indirectly claims, or might hereafter have or claim, against the other party, based upon or arising out of any facts, events, matter or transactions that occurred from the beginning of time thing whatsoever through the effective date of this Agreement. These are general releases of all known and unknown claimsrelease, including, without limitation, all claimsany claim, obligationsaction or cause of action which was or is related to or arises out of Jacoxx' xxployment or directorship with, liabilitiesor his shareholding in, rights to payments MTLM, or rights to distributions of New Peregrine Stock his separation and/or resignation therefrom, or which is based upon or arises under or relating in any way to the Employment Agreement, or any local, state, or federal law dealing with employment discrimination, including without limitation Title VII of the Amended Civil Rights Act of 1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act. The following provisions are applicable to and made a part of this Agreement and the foregoing general release and waiver: (i) Jacoxx xxxs not release or waive any right or claim which he may have under the Age Discrimination in Employment Act which arises after the date of execution of this Agreement. (ii) Jacoxx xxxs not release or waive any right or claim which he may have in the future for a breach of this Agreement or for a breach of the Stock Purchase Agreement (including, without limitation, a claim for specific performance or damages in the event MTLM is obligated, but fails, to consummate the transactions contemplated by the Stock Purchase Agreement in accordance with the terms thereof) or any other agreement delivered in connection with the Stock Purchase Agreement at the Closing thereunder, notwithstanding any payments that may be made under Section 3(b) of this Agreement, or any right or claim which he may have in the future under this Agreement or with respect to indemnification and contribution rights under (x) the Certificate of Incorporation or by-laws of MTLM or (y) under the General Corporation Law of the State of Delaware. (iii) In exchange for this general release and waiver, Jacoxx xxxeby acknowledges that he has received separate consideration beyond that which he is otherwise entitled to under MTLM policy, the Employment Agreement, or applicable law. (iv) MTLM hereby expressly advises Jacoxx xx consult with an attorney of his choosing prior to executing this Agreement which contains a general release and waiver. (v) Jacoxx xxx twenty-one (21) days from the First Amendment, the Plan, the Class 9 Settlement Order, the Pre-Petition Claims, the Administrative Claims, the Objection date of presentment to Administrative Claim consider whether or otherwise. The only exceptions not to the releases herein are (a) the obligations of the parties under and as expressed in execute this Agreement. In the event of such execution, Jacoxx' xxs a further period of seven (b7) the issues and reservations days from such date in which to revoke said execution, notice of rights set forth in paragraph 6 above, and which must be received by MTLM within such seven (c7) any claims previously assigned by Peregrine to the Litigation Trustee under and to implement the Plan. The parties shall have no further obligations or liabilities between them, except as provided herein and subject to the reservation of rights in paragraph 6day period.