Mutual Release and Covenant Not to Xxx. 2.1. The Company (including for purposes of this Section 2.1, its parents, affiliates and subsidiaries) hereby fully and forever releases and discharges Executive (and his heirs, executors and administrators), and Executive hereby fully and forever releases and discharges Company (including all predecessors and successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Mutual Release, out of Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law.
Mutual Release and Covenant Not to Xxx. (a) For good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, Quixote and USTC, on their own behalf and on behalf of all other subsidiaries and affiliates of Quixote, and the respective representatives, successors and assigns of Quixote, USTC, and all other subsidiaries and affiliates of Quixote (collectively, the “USTC Releasing Parties”) hereby release and forever discharge MA, NuArt, MPP, RIWLL, ROHL, Vasiliou, the respective officers, directors, stockholders, employees and agents of the foregoing, and their respective representatives, heirs, successors and assigns (collectively, the “USTC Released Parties”) from any and all claims, demands, obligations, causes of action, controversies, actions, debts, liens, contracts, agreements, promises, representations, torts, damages, costs, attorneys’ fees, moneys due on accounts, obligations, judgments or liabilities of any kind or nature whatsoever, whether at law or in equity, pursuant to statute, regulation or common law, for negligence, strict liability, fiduciary or contract breach, intentional wrongdoing or otherwise, and regardless of whether known or unknown, accrued or contingent, arising out of or relating in any manner to any matters, causes or things whatsoever from the beginning of time through the date hereof. Notwithstanding the preceding sentence, this paragraph (a) shall not release any of the USTC Released Parties of any of their obligations under this Agreement, Section 5.5 of the Asset Purchase Agreement (as amended hereby), Section 2 of the Stockholder Covenants not to Compete (as amended hereby), Section 7 of the OEM Supply Agreement (as amended hereby), or MPP’s obligation to deliver Modules and Cabinets which USTC has previously purchased from MPP and which have not been delivered as of the date hereof.
Mutual Release and Covenant Not to Xxx. (a) The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, insurers, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, hereby release and discharge the other Parties, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them (the Parties’ “Releasees”, as applicable), from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop (“Potential Claims”), for any acts or omissions, prior to the Effective Date, related to or arising from the Ziopharm Agreement, including but not limited to the Second ECP Amendment, the Merck Agreement, the MDAAC Research Agreement, and each other agreement between Ziopharm and either Precigen or Intrexon, except for any Potential Claims arising from any provisions that survive the termination of the Ziopharm Agreement and the Second ECP Amendment in accordance with Section 3.1 of this Agreement (the “Released Claims”). For avoidance of doubt, the Released Claims shall not include any Potential Claims: (a) for acts or omissions that occur on or after the Effective Date; (b) related to or arising from any provisions that survive the termination of the Ziopharm Agreement an...
Mutual Release and Covenant Not to Xxx. Except as provided in this Amendment, Xxxxxxx hereby releases, acquits and forever discharges Company, its subsidiaries, affiliates, directors, officers, employees and agents of and from any and all actions, claims, damages, expenses or costs of whatever nature arising out of Xxxxxxx'x employment and the termination of such relationship, or arising from the Agreement, including, but not limited to, any rights or claims to any vacation, sick leave, severance, medical, dental or any other benefits under the Company's internal policies, under any federal, state or local statute or regulation, or under common law. By way of example only and without limiting the immediately preceding paragraph, this release is applicable to any cause of action, right, claim or liability under Title VII of the 1964 Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, Section 1981 of the 1866 Civil Rights Act, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, the Arizona Civil Rights Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act and/or any other equal employment opportunity law or statute, or in the nature of wrongful discharge, breach of implied or express contract, breach of the covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress or defamation and to any other claim in contract or tort. Except for an appropriate administrative charge challenging the validity of this release (which Company reserves the right to contest), Xxxxxxx further covenants and agrees not to join in or commence any action, suit or proceeding, in law or in equity, or before any administrative agency, or to incite, encourage, or participate in any such action, suit or proceedings, against Company, its subsidiaries, affiliates, directors, officers, employees or agents in any way pertaining to or arising out of the termination of his employment by or service as an employee, consultant, officer or director of Company (or any subsidiary). Xxxxxxx acknowledges that the consideration afforded him under this Amendment, including the payments described in Paragraph 2 above, are in full and complete satisfaction of any claims Xxxxxxx may have, or may have had, arising out of his employment with Company (or any subsidiary) or the termination thereof. Company, for...
Mutual Release and Covenant Not to Xxx. (a) Defendants, on behalf of themselves and their officers, directors, agents, shareholders, partners, affiliates and successors and assigns (collectively, the “OSM/SME Releasor Parties”), hereby forever release, discharge, cancel, waive, and acquit Plaintiffs and Plaintiffs’ subsidiaries, affiliates, agents, officers, managers, owners, directors, employees, insurers, successors and assigns (collectively, the “LiveDeal Exculpated Parties”), of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liabilities of any nature whatsoever, whether in law or equity (collectively, “Claims”), which the OSM/SME Releasor Parties have, had or may hereafter have against any LiveDeal Exculpated Parties arising out of, by reason of, or related to the Contracts or the Parties’ prior relationships and transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE OSM/SME RELEASOR PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than any Claims arising out of, or by reason of any breaches by the LiveDeal Exculpated Parties of their obligations under this Agreement or the New Services Agreement, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to any of the Claims released herein.
Mutual Release and Covenant Not to Xxx. (a) In consideration for the Consideration and other benefits set forth above, except as provided below in Paragraph 12(e) below, for Employee and Employee’s heirs and personal representatives, Employee hereby releases and forever discharges Employer, and its subsidiaries, affiliates, successors, benefit plans, and funds, and their current and former directors, officers, employees and shareholders (the “Released Parties”), from and against all liability, damages, actions and claims of any kind whatsoever, known and unknown, that Employee now has or may have had, or thereafter claim to have, on behalf of Employee or any other person or entity, at any time prior to the date of this Agreement, arising out of, or relating in any way to Employee’s employment or termination of employment with Employer. Employee expressly acknowledges and agrees that, to the maximum extent permitted by law, this General Release includes, but is not limited to, Employee’s release of any tort, contract and other common law claims and any claims under Title VII of the Civil Rights Act of 1964 and 1991, 42 U.S.C. § 2000(e) et seq., 42 U.S.C. § 1981, the Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 794, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., and any employee benefit plan sponsored by the Company which is not subject to ERISA, the Equal Pay Act, 29 U.S.C. § 206(4) et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., the Genetic Information Non-Discrimination Act, the anti-discrimination provisions of the Maryland Code, or any other federal, state or municipal law or ordinance relating to discrimination in employment, or any other law or regulation, known or unknown to Employee at the time of the execution of this Agreement, saving and excepting, however, any and all obligations of or claims against the Company arising by virtue of the terms and conditions of this Agreement.
Mutual Release and Covenant Not to Xxx. This Mutual Release and Covenant Not to Xxx (“Release”) is made and entered into as of ______________, between Sotheby’s, Inc. and 0000 Xxxx Xxxxxx L.P. (“York LP”).
Mutual Release and Covenant Not to Xxx. 16.Xxx Xxxxx xxxxxxx, releases and waives all claims, liens, demands, causes of action, obligations, damages and liabilities of any kind, known or unknown, that Xxx Xxxxx ever had, now has or may hereafter claim to have against Pilgrim or any of its agents, officers, directors, employees, affiliates, assigns, parents, subsidiaries, divisions, successors or any other representative acting for or on behalf of Pilgrim as of the Effective Date of this Agreement, including, but not limited to, all claims arising out of or from his employment with or termination from Pilgrim, all claims of unlawful discrimination, harassment or retaliation under state, local or federal law (including but not limited to, the Texas Workers Compensation Act, Age Discrimination in Employment Act, Older Workers' Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, Texas Commission on Human Rights Act, Civil Rights Act of 1991, and Americans with Disabilities Act); any claim for unpaid wages, bonuses, expense reimbursements, vacation, profit sharing pay-out, stock options, or employee benefits; any rights or causes of action that Xxx Xxxxx has as a shareholder of Pilgrim; all claims for any violation of any other federal, state or local statute, ordinance or regulation, or the Constitution of the United States or the State of Texas; any claims of personal injury or contract breach; any and every other claim arising under the common law of the State of Texas or any other jurisdiction; and all claims for attorneys' fees. Xxx Xxxxx further covenants not to xxx Xxxxxxx for any claim or cause of action arising out of his employment, any change in his title or duties as an officer of Pilgrim, or the termination of his employment. Nothing herein shall be construed as (1) releasing Pilgrim from its obligations in this Agreement or its obligations to perform this Agreement, or (2) waiving any right of Xxx Xxxxx to enforce the performance of, or seek redress for any breach of, this Agreement
Mutual Release and Covenant Not to Xxx a. Each of the Holder (on behalf of himself, his heirs, executors, representatives, successors and assigns) and the Purchaser (on behalf of itself and the Company, the Operating Company and all of its or their respective affiliates, related companies, Subsidiaries, divisions, parent corporations, successors, predecessors, assigns, and its or their members, managers, shareholders, officers, directors, investors, agents, employees, and representatives, past, present, and future, and fiduciaries of any employee benefit plan maintained by any of the foregoing, and all persons acting under, by, and through, or in concert with any of them, and each of them (referred collectively as the “Purchaser Releasees”)), hereby fully waives, releases, and forever discharges the other party and, in the case of the Holder, the other Purchaser Releasees, from any and all claims, actions, causes of action, suits, debts, accounts, controversies, agreements, promises, damages, and demands of any nature whatsoever, in law or in equity, whether or not known, suspected or claimed, which the Holder has or hereafter may have against the other party or the Purchaser Releasees, and each of them, up to and including the date hereof (referred to collectively as the “Released Claims”); provided, however, notwithstanding the foregoing, PalmSource, Inc. December , 2004 Purchaser (on behalf of itself and the Purchaser Releasees) expressly does not release and discharge, and expressly retains, any claims it now has or hereafter can, shall or may have against the Holder, for or by reason of or arising out of or in any way related to (i) a material breach of any obligations arising from any intellectual property matters set forth in the Holder’s Nondisclosure Agreement, (ii) misappropriation of Company’s or Operating Company’s intellectual property rights (iii) Holder’s tax liability; (iv) fraud; (v) embezzlement; (vi) third party claims for which Holder is not otherwise entitled to indemnification by Operating Company; and (vii) actions knowingly outside of the scope of Holder’s authority as an employee or director of Company or Operating Company. Holder acknowledges and agrees that nothing herein shall limit Purchaser’s rights under the Amalgamation Agreement, including without limitation, Purchaser’s ability to make a claim under the Escrow.
Mutual Release and Covenant Not to Xxx. The Parties have executed the mutual release attached as Exhibit A (the “Mutual Release”), which is incorporated by reference and forms part of this Agreement. The Mutual Release shall become effective upon the terms set forth therein.
