Mutual Release of Claims Sample Clauses

Mutual Release of Claims. Except as expressly set forth in the last sentence of this Section 14, Consultant and Client, on behalf of themselves, and their respective heirs, executors, officers, directors, employees, consultants, investors, administrators, predecessor and successor corporations, and assigns, hereby fully and forever release each other and their respective heirs, executors, officers, directors, employees, consultants, investors, shareholders, administrators, predecessor and successor corporations, and assigns, from, and agree not to xxx concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement including, without limitation: (a) any and all claims relating to or arising from Consultant's service to the Company and the termination of that service; (b) any and all claims relating to, or arising from, Consultant's right to purchase, or actual purchase of shares of common stock of Client; (c) any and all claims of violation of public policy, discrimination, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, invasion of privacy and conversion; (d) any and all claims for violation of any federal, state or municipal constitution, law, statute, regulation or ordinance; and (e) any and all claims for attorneys' fees and costs. Client and Consultant agree that the release set forth in this Section 14 will be and remain in effect in all respects as a complete general release as to the matters released. Consultant agrees that this release does not extend to any claims of any nature or type against Consultant based on a breach by Consultant of any fiduciary duty owed to Client or its stockholders or any claims brought by the stockholders of Client against Consultant (whether in their own name or in the name, or on behalf, of Client).

Mutual Release of Claims. The parties acknowledge and agree that upon execution of this Amendment, each party has either paid or has been invoiced by the other party for all fees, expenses and costs due under the Shared Services Agreement through April 30, 2010 and no other fees or expenses are due or will be invoiced under the Shared Services Agreement in connection with Services delivered on or prior to April 30, 2010. The following releases shall settle all disputes and waive all claims the parties have against each other arising under the Shared Services Agreement on or prior April 30, 2010 (collectively, the “Disputes”). (a) Allscripts, for itself and each of its successors, assigns, parents, subsidiaries, divisions, and affiliated entities, does hereby release, discharge, and covenant not to xxx Misys or its successors, assigns, employees, directors, officers, parents, subsidiaries, divisions, and affiliated entities, from any and all claims, demands, causes of action, or requests for relief of any character whatsoever, legal or equitable, known or unknown, developed or undeveloped, anticipated or unanticipated, whether accrued or hereinafter maturing, against the foregoing entities with respect to all Disputes under the Shared Services Agreement arising on or prior April 30, 2010. (b) Misys, for itself and each of its successors, assigns, parents, subsidiaries, divisions, and affiliated entities, does hereby release, discharge, and covenant not to xxx Allscripts or its successors, assigns, employees, directors, officers, parents, subsidiaries, divisions, and affiliated entities, from any and all claims, demands, causes of action, or requests for relief of any character whatsoever, legal or equitable, known or unknown, developed or undeveloped, anticipated or unanticipated, whether accrued or hereinafter maturing, against the foregoing entities with respect to all Disputes under the Shared Services Agreement arising on or prior April 30, 2010. (c) Nothing contained in this Amendment shall be deemed to constitute any admission or acknowledgement by any of the parties hereto of any wrongful or improper act, conduct, or failure to act, nor any admission of acknowledgement of liability of any kind to any person or entity, and each of the parties hereby expressly denies having engaged in any such conduct and denies the existence of any such liability. (d) Nothing in this Section 6 shall be deemed to constitute a waiver, release, discharge or covenant not to xxx by either party in ...

Mutual Release of Claims. (a) In consideration of the payment provided for in paragraph 2 above and other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, Employee and his heirs, executors, administrators, agents, assigns, receivers, attorneys, servants, legal representatives, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, wards, and any other representative or entity acting on his or their behalf, pursuant to, or by virtue of the rights of any of them, do hereby now and forever unconditionally release, discharge, acquit and hold harmless the Company and any parent, subsidiary or related companies, and any and all of their employees, agents, administrators, assigns, receivers, attorneys, servants, legal representatives, affiliates, insurers, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, insurance benefit plans, and any other representative or entity acting on its or their behalf (collectively, the "Released Parties"), from any and all claims, rights, demands, actions, suits, damages, losses, expenses, liabilities, indebtedness, and causes of action, of whatever kind or nature that existed from the beginning of time through the date of execution of this Agreement, regardless of whether known or unknown, and regardless of whether asserted by Employee to date, including, but not limited to, all claims for or relating to assault, battery, negligence, negligent hiring, negligent retention, negligent supervision, negligent training, negligent or intentional infliction of emotional distress, false imprisonment, defamation (whether libel or slander), personal injury, bodily injury, bad faith, pain and suffering, medical expenses, wage and hour, lost income and earnings (including, but not limited to, back pay, front pay and any other form of present or future income, benefits and/or earnings), equitable reinstatement, breach of any express or implied contract, breach of the covenant of good faith and fair dealing, workers' compensation, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, quid pro quo sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Right...

Mutual Release of Claims. In exchange for the consideration provided to you by this Agreement that you are not otherwise entitled to receive, and other valuable consideration, you and the Company and its current and former directors, officers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”, with the Company and You each being a “Party”), hereby generally and completely release each other, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date that the Parties sign this Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment; (b) all claims related to your compensation or benefits from the Company including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the New York Human Rights Act, the New York Law on Equal Rights, and the New York Law on Equal Pay. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement (including your Employment Agreement) with the Company to which you are a party, under any of the Company’s D&O or other insurance policies, as applicable, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights or claims you have to unemployment compensation, funds accrued in your 401(k) account or any vested equity in...

Mutual Release of Claims. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, parents and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation: a. any and all claims relating to or arising from Executive’s relationship with the Company, Recall, or any other affiliate, subsidiary, or predecessor or successor corporation of the Company, and the termination of those relationships; b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company or any Releasee, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; d. any and all claims for violation of any federal, state, or municipal s...

Mutual Release of Claims. All payments and benefits provided under Sections 10(b), (e) and (f) of this Agreement are subject to the Executive’s execution and delivery of a mutual release of claims waiving any and all claims, except for those reserved in the form of release, that the Executive may have against the Company and its Affiliates, and vice-versa. Such release shall be in the form attached hereto as Exhibit A and must be signed by the Executive and returned to the Company no later than 45 days after the Executive’s separation from service with the Company. If the Company has executed and delivered the mutual release of claims to the Executive and has not revoked such release, but the Executive fails to execute and deliver such release, or the Executive revokes such release as provided therein, then the Executive shall not be entitled to further payments or benefits under this Agreement, and the Executive must reimburse the Company for any such payments made in anticipation of the execution and non-revocation of the release.

Mutual Release of Claims. Each party acknowledges and agrees that it has made an acceptable investigation of the facts pertaining to this settlement, this Settlement Agreement and the matters pertaining thereto. In consideration of the various promises and undertakings, obligations, warranties and representations of each of the parties to this Settlement Agreement, and contingent upon each Party’s timely performance of them, Rockefeller and Ligand each hereby releases and forever discharges the other, and each of their stockholders, affiliates, predecessors, successors, directors, trustees, officers, faculty, employees, lawyers, accountants and other representatives, from any and all liability whatever, including all claims, demands and causes of action, of every nature, known or unknown including, without limitation, any claims for breach of contract, declaratory relief, misrepresentation, inequitable conduct, or any other form of damage or theory of recovery whatsoever from the beginning of time until the Effective Date, arising out of, based upon or relating to (a) the Original Agreement, (b) the disputes, claims and counterclaims in the Litigation, as well as any compulsory counterclaims that could have been properly pled and tried in the Litigation, (c) Eltrombopag, LGD-4665, and any TPO or other compound developed by Ligand alone or with a third party, which compound was subject to the Original Agreement and (d) all payments “made under protest” by Ligand to Rockefeller pursuant to Section 2.4 of the Original Agreement. Rockefeller and Ligand shall bear their own attorneys’ fees and costs incurred in connection with the Litigation and this Settlement Agreement. With respect to the subjects above, each of the Parties recognizes and understands that this release applies to and covers the claims and counterclaims in the Litigation. Each of Rockefeller and Ligand (a) expressly waives any right to claim or assert hereafter that any claim, counterclaim, demand or cause of action has been omitted, through ignorance, oversight or error, from this Settlement Agreement; and (b) makes this waiver with the full knowledge of their respective rights and with specific intent to release both known and unknown claims. This release is intended to include in its effect, without limitation, all claims or counterclaims which each of Rockefeller or Ligand does not know or suspect to exist at the time of execution hereof, and this release extinguishes any such claims or counterclaims.

Mutual Release of Claims. (a) In consideration of the promises made by the Company in this Agreement, Executive hereby RELEASES AND FOREVER DISCHARGES the Company and its owners, directors, principals, executives, officers, agents, employees, subsidiaries, affiliates, successors, and assigns (collectively, the “Released Parties”) from any and all claims, demands, liabilities, actions, or causes of action which Executive had, has, or may have on account of, arising out of, or related to: (i) Executive’s employment with the Company and the termination of that employment, including, without limitation, any and all claims, demands, liabilities, actions, or causes of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Family and Medical Leave Act; the Occupational Safety and Health Act; the Xxxxx Xxxxxxxxx Fair Pay Act; the Equal Pay Act; the Indiana Civil Rights Act; Indiana’s payment-of-wages statutes; and any amendments thereto; and any and all other federal, state and local laws governing terms and conditions of employment, wages, hours, compensation, discrimination, and any and all other matters; and (ii) any and all other matters occurring prior to the Effective Date of this Agreement. Executive is hereby releasing each and every claim, known or unknown, contingent or actual, which Executive has or may have against the Released Parties, or any of them, as of the Effective Date, except the foregoing release does not extend to any claim for unpaid vested benefits or any claim that may not lawfully be released by private agreement; nor does it restrict Executive’s right to file a charge with any administrative or government agency or participate in an administrative or government agency investigation or proceeding. (b) The Company hereby RELEASES AND FOREVER DISCHARGES Executive from any and all known or unknown disputes, actions, causes of actions, claims of law or in equity or sounding in contract and/or tort arising under common law, federal, state or local statute or ordinance arising out of his employment with the Company and the termination of that employment; provided, however, that this release shall not apply to any acts or omissions by Executive that were unlawful, unethical, or performed outside the scope of his employmen...

Mutual Release of Claims. (a) Hxxxx knowingly and voluntarily releases and forever discharges Magyar and all of the individuals or entities who, as of the date hereof are, or at any time during Hxxxx’x employment were, Magyar officers, directors, managers, employees, and owners (collectively, “Releasees”) of and from any and all claims, known and unknown, civil or criminal, vested or contingent against Releasees that Hance, Hance’s heirs, executors, administrators, successors, and assigns have or may have as of the date of execution of this Agreement, whether denominated claims, demands, causes of action, obligations, damages, or liabilities arising from any and all bases, however, denominated (except workers’ compensation claims) to the date of this Agreement, including but not limited to claims of harassment or discrimination, any alleged violation of: Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (except for claims for vested benefits under ERISA); The Americans with Disabilities Act of 1990, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993, as amended; The New Jersey Law Against Discrimination, as amended; The New Jersey Minimum Wage Law, as amended; Equal Pay Law for New Jersey, as amended; The New Jersey Worker Health and Safety Act, as amended; The New Jersey Family Leave Act, as amended; The New Jersey Conscientious Employee Protection Act, as amended; any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. Notwithstanding the preceding, the parties hereto understand and agree that the above release will not release or waive any performance obligation of a party under this Agreement. (b) Hxxxx also acknowledges and agrees to specifically waive any rights, claims or actions of any kind under the Age Discrimination in Employment Act (ADEA) against Releasees and any and all other potentially liable parties arising out Hxxxx’x employment with or separation from Magyar up to the date of this Agreement. Hxxxx acknowledges that she has consulted with her attorney before signing this Agreement, and that she has had...

Mutual Release of Claims. Payments under Section 4(f) (except the Accrued Obligations and any equity or long-term incentive awards which were previously accelerated pursuant to Section 2(d)(ii) or otherwise) shall be owed and made to Employee as described in Section 4(f); provided that (i) the Employers have delivered to Employee a fully-executed copy of the Mutual Release of Claims in the form attached hereto as Exhibit A (subject to adjustment as necessary to comply with changes in applicable law) (the “Mutual Release”) within three days following the effective date of termination of Employee’s employment, and (ii) Employee has executed and not revoked the Mutual Release within 35 days following the effective date of termination of Employee’s employment (and the Rescission Period set forth therein shall have expired prior to such 35th day). Failure by the Employers to provide Employee with a Mutual Release (executed by both of the Employers) within three days following the effective date of termination of Employee’s employment shall release Employee from his obligation to execute the Mutual Release, and Employee shall be entitled to the payments under Section 4(f) as described therein. Employee’s (or his estate’s or representative’s) failure or refusal to sign, or revocation of, the Mutual Release, following the delivery by the Employers of the Mutual Release contemplated by this Section 4(g), shall relieve the Employers of liability to provide Employee any and all payments under Section 4(f) (except the Accrued Obligations and any equity or long-term incentive awards which were previously accelerated pursuant to Section 2(d)(ii) or otherwise).