Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under commo...
Mutual Releases a. As of the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.
b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, memb...
Mutual Releases. Except for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Omax Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unasserted, or existing or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, represe...
Mutual Releases. A. If the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement Class, on behalf of themselves, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directors, officers, shareholders, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependents, and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date.
B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL, on behalf of itself and its past and present parent companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interest, and all of their respective present or former directors, officers, members, shareholders, agents, employees, representatives, administrators, insurers, and indemnitees, fully releases and forever discharges the Class Plaintiffs from any and all claims that were or could have been brought by GTL or any of them against the Class Plaintiffs in this Action arising on or before the Effective Date.
C. This Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claims.
Mutual Releases. (a) Except for an entitlement to a TOP Rebate under clause 5.4, the Access Holder releases ARTC from any Claims it may have, or Liability incurred by the Access Holder, however arising (including under this agreement, in tort including negligence, or for breach of any statutory duty), relating to:
(i) Incidents;
(ii) a Path Usage or any part of a Train Path not being made available or an Operator’s Train is not delivered on time to its ultimate or intermediate destination in accordance with the Daily Train Plan;
(iii) the use of, or failure to use, Path Usages by the Operator under the Operator Sub-Agreement;
(iv) an Operator complying with the terms of its Operator Sub- Agreement, including complying with Instructions and directions from ARTC;
(v) any breach by an Operator of the Operator Sub-Agreement as endorsed by the Access Holder;
(vi) any breach of this agreement which directly or indirectly causes ARTC to fail to make a Path Usage or Train Path available to the Access Holder (including clauses 4, 8 and 9); or
(vii) ARTC relying on any information provided by, or recommendation or opinions, of the HVCCC under clauses 11.5, 11.6, 16.3, 16.4, 16.6 or clause 4 of the Train Path Schedules; unless:
(viii) the event giving rise to the Liability is caused by the fraudulent or Wilful Misconduct of ARTC; or
(ix) the particular Claim is not able to be excluded or limited pursuant to the provisions of any legislation.
(b) To avoid doubt, clause 13.1(a) does not prevent the Access Holder from seeking equitable non-monetary relief, including an injunction or declaration, in relation to a breach or anticipated breach of this agreement by ARTC except that such relief cannot include any form of damages or monetary compensation for a failure to provide a Path Usage or an obligation on ARTC to make a replacement Path Usage available.
(c) ARTC releases the Access Holder from:
(i) any Claims ARTC may have; or
(ii) Liability incurred by ARTC, relating to Incidents unless:
(iii) the event giving rise to the Liability is caused by the fraudulent or Wilful Misconduct of the Access Holder; or
(iv) the particular Claim is not able to be excluded or limited pursuant to the provisions of any legislation. To avoid doubt, this release does not apply to an Operator (whether or not it is acting as agent of the Access Holder) or any guarantor of an Operator.
Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed to and shall unconditionally and irrevocably release each other from any and all claims, obligations, suits, judgments, damages, rights, Causes of Action and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from any act or omission that constitutes gross negligence or willful miscon...
Mutual Releases. (a) Except (i) as provided in Section 7.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any WPX Indemnitee is entitled to indemnification pursuant to this Article VIII, effective as of the Effective Time, WPX does hereby, for itself and each other WPX Entity and their respective Affiliates, predecessors, successors and assigns, and, to the extent WPX legally may, all Persons that at any time prior or subsequent to the Effective Time have been stockholders, directors, officers, members, agents or employees of WPX or any other WPX Entity (in each case, in their respective capacities as such), remise, release and forever discharge each WMB Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity, whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, whether or not known as of the Effective Time.
(b) Except (i) as provided in Section 7.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any WMB Indemnitee is entitled to indemnification pursuant to this Article VIII, WMB does hereby, for itself and each other WMB Entity and their respective Affiliates, successors and assigns, and, to the extent WMB legally may, all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in their respective capacities as such), remise, release and forever discharge each WPX Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of WPX or any other WPX Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators,...
Mutual Releases. In consideration of the payment of the severance benefits, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, successors and assigns, agents and employees (each in their individual and corporate capacities) (hereinafter, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which you ever had or now have against the Released Parties, including, but not limited to, those claims arising out of your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., the Massachusetts Fair Employment Practices Act., M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105D, all as amended; all common law claims including, but not limited to, actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options; and any claim or damage arising out of your employment with or separation from the C...
Mutual Releases. (a) Except for an entitlement to a TOP Rebate under clause 5.4, the Access Holder releases ARTC from any Claims it may have, or Liability incurred by the Access Holder, however arising (including under this agreement, in tort including negligence, or for breach of any statutory duty), relating to:
(i) Incidents;
(ii) a Path Usage or any part of a Train Path not being made available or an Operator’s Train is not delivered on time to its ultimate or intermediate destination in accordance with the Daily Train Plan;
(iii) the use of, or failure to use, Path Usages by the Operator under the Operator Sub-Agreement;
(iv) an Operator complying with the terms of its Operator Sub- Agreement, including complying with Instructions and directions from ARTC;
(v) any breach by an Operator of the Operator Sub-Agreement as endorsed by the Access Holder;
(vi) any breach of this agreement which directly or indirectly causes ARTC to fail to make a Path Usage or Train Path available to the Access Holder (including clauses 4, 8 and 9); or
(vii) ARTC relying on any information provided by, or recommendation or opinions, of the HVCCC under clauses 11.5, 11.6, 16.3, 16.4,
Mutual Releases. (a) Effective as of the Effective Time, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities la...
