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.
2.2. Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against the Company (including for purposes of this Section 2.2, its parents, affiliates and subsidiaries) and that he has not assigned any claim against the Company or any affiliate to any other person or entity. The Company expressly represents that it has not filed a lawsuit or initiated any other administrative proceeding against Executive and that it has not assigned any claim against Executive to any other person or entity. Both Executive and the Company further promise not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to Executive’s employment by the Company or the termination of that employment. This Mutual Release will not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.
2.3. The foregoing will no...
Mutual Release and Covenant Not to Xxx. (a) CTV, on behalf of itself and its heirs, executors, administrators, and successors and assigns (collectively, the “CTV Releasor Parties”), hereby forever releases, discharges, cancels, waives, and acquits HEP, and the subsidiaries, affiliates, agents, officers, managers, owners, directors, employees, insurers, successors and assigns of HEP (collectively, the “HEP 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, the “Claims”), which the CTV Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or related solely to this Distributor Agreement and no other previous agreements with CTV, nor to the Parties’ prior relationship and transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE CTV 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 HEP Exculpated Parties of their obligations under this 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.
(b) HEP, on behalf of itself and its heirs, executors, administrators, successors and assigns (collectively, the “HEP Releasor Parties”), hereby forever releases, discharges, cancels, waives, and acquits CTV, and the subsidiaries, affiliates, agents, officers,
(c) owners, directors, employees, insurers, successors and assigns, of CTV (collectively, the “CTV Exculpated Parties”), of and from any and all Claims, which the HEP Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or relating to the Prior Agreements or the Parties’ prior relationship or transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE HEP 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 CTV Exculpated Parties of their obligations under this Agreement, this Agreement intending to be a full and final settlement between the Parties. The foregoing release may be used to completely bar ...
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
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.
(b) Plaintiffs, on behalf of themselves and their respective subsidiaries, officers, directors, agents, shareholders, partners, affiliates and successors and assigns (collectively, the “LiveDeal Releasor Parties”), hereby forever release, discharge, cancel, waive, and acquit Defendants, and Defendants’ subsidiaries, affiliates, agents, officers, owners, directors, employees, insurers, successors and assigns (collectively, the “OSM/SME Exculpated Parties”), of and from any and all Claims, which the LiveDeal Releasor Parties have, had or may hereafter have against them arising out of, by reason of, or relating to the Contracts or the Parties’ prior relationships or transactions, existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE LIVEDEAL 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 OSM/SME Exculpated Parties of their obligations under this Ag...
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.
(b) With respect to any claim that is not subject to the foregoing release, Employee further waives and gives up any right to become, and promises not to consent to become, a member of any class or collective action, or otherwise participate in any putative or certified class, collective or multi-party action or proceeding, in a case in which claims are asserted against Employer or any of the Released Parties that are related in any way to Employee’s employment, wages or compensation, or the ter...
Mutual Release and Covenant Not to Xxx a. In consideration of the mutual obligations set forth in this Agreement, and conditioned upon the execution of the License Agreement attached as Exhibit A, each Party, on behalf of itself and its Related Entities (the “Releasing Parties”), hereby releases the other Party and its Related Entities (the “Released Parties”), from any and all past, present or future legal proceedings, claims, demands, actions, interventions, injunctions, monetary or equitable relief, protective, provisional or investigative measures, enforcement proceedings present or future, against the Released Parties:
i. that were or could have been brought in the United States Proceedings, EPO Proceedings or Belgian Proceedings; ii. that are based on claims arising from acts, omission or events occurring on or prior to the Effective Date of this Agreement and relating in any way to: (A) the Dispute; (B) the IMDZ/HNG Agreement; (C) the relationship or dealings by and between any IMDZ Related Entity and HNG; (D) the Services Agreements; (E) the relationship or dealings by and between any TVS Related Entity and HNG; (F) any agreement between any IMDZ Related Entity and any New Manufacturer or Subcontractor to the extent any such agreement does not grant rights broader than the scope of rights granted to IMDZ under the License Agreement; (G) the relationship or dealings by and between any IMDZ Related Entity and any New Manufacturer or Subcontractor to the extent not outside of the scope of rights granted to IMDZ under the License Agreement; or (H) [*]; and
iii. any IMDZ Related Entity’s: (A) use of Materials or information, including any alleged trade secrets or confidential information of TVS, obtained prior to the Effective Date; (B) use of the Materials or information contemplated in Sections 4.b and 7.e of this Agreement, whether obtained prior to or after the Effective Date; or (C) sharing of any Materials or information described in items (A) or (B) with any IMDZ Related Entity, New Manufacturer or Subcontractor, whether prior to or after the Effective Date; (the “Released Claims”); provided, however, that: (y) nothing herein shall release a Party from any obligations set forth in or liabilities arising out of this Agreement or the License Agreement; and (z) nothing herein shall release, or be construed to bar any of the Releasing Parties from pursuing any claims or causes of action they have or believe that they may have against non-released parties, including HNG, arising from or re...
Mutual Release and Covenant Not to Xxx. 8.1. Release by the Company. In consideration of the matters referenced in this Agreement, the Company on behalf of itself and its respective subsidiaries, affiliates, agents, officers, owners, directors, employees, counsel, insurers, successors, assigns, heirs, executors or administrators (collectively, the “Related Parties”), hereby forever release, discharge, cancel, waive, and acquit the Seller and its Related 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, the “Claims”), which the Company has, had or may hereafter have against the Seller or any of its Related Parties arising out of, or by reason of, any cause or matter, existing as of the date of this Agreement, whether known to the Company at the time of execution of this agreement or not, provided, however, that this release shall not apply to any breaches by the Seller or its Related Parties of this Agreement.
Mutual Release and Covenant Not to Xxx. Each of the Warrant Holder and the Company, for itself and its respective heirs, administrators, executors, representatives, beneficiaries and assigns, irrevocably and unconditionally releases and discharges the other, together with the other’s respective officers, directors, shareholders, partners, employees, heirs, administrators, executors, representatives, beneficiaries, attorneys and assigns (the “Released Persons”), from any and all claims, demands, causes of action, actions, judgments, liens, indebtedness, costs, damages, obligations, attorneys’ fees, losses and liability of whatever kind and character, whether known or unknown, foreseen or unforeseen, in law or equity, liquidated or unliquidated, whether asserted personally, derivatively or in any other capacity, arising from, referring to, relating to or in connection with, the beginning of time to the date hereof, including, without limiting the foregoing, those specifically related in any way to the Warrants (all of the foregoing being collectively referred to herein as the “Claims”). The Warrant Holder and the Company hereby declare that each such party voluntarily accepts the above-mentioned consideration for the purpose of making a full and final compromise, adjustment, release and settlement of the Claims. The Warrant Holder covenants and agrees not to xxx or bring any action in law, or in equity, including, but not limited to, an action in any court, forum, or arbitration proceeding whether by original process or demand, counterclaim, cross-claim, third-party process, impleader, claim for indemnity or contribution or otherwise against the Company and its successors and assigns, arising from, referring to, relating to, or in connection with in any way the Claims, except as otherwise provided for in this Agreement.
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.
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
17. Pilgrim hereby settles, releases, and waives all claims, liens, demands, causes of action, obligations, damages and liabilities of any kind, known or unknown, that Pilgrim ever had, now has or may hereafter claim to have against Xxx Xxxxx or any of his agents, officers, directors, employees, affiliates, assigns, successors or any other representative acting for or on behalf of Xxx Xxxxx as of the Effective Date of this Agreement, including but not limited to any claims arising...
