Mutual Releases Sample Clauses
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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) KEURIG, for itself and its directors, officers, partners, employees, agents, attorneys, subrogors, subrogees, predecessors, parents, subsidiaries and AFFILIATES (collectively, the “KEURIG RELEASORS”), does hereby and forever release and discharge KRAFT, and its past and present officers, directors, employees, partners, agents, attorneys, predecessors, parents, subsidiaries, AFFILIATES, successors, and assigns, all direct and indirect suppliers, all direct and indirect purchasers, and users of any products, services, or devices, acquired directly or indirectly from KRAFT, and all manufacturers (collectively, the “KRAFT RELEASEES”), of Tassimo single serve beverage cartridges and brewers for use with Tassimo single serve beverage cartridges (collectively, the “TASSIMO PRODUCTS”), from any and all actions, causes of action, suits, debts, obligations, controversies, agreements, promises, judgments, damages, liens, claims and demands whatsoever, in law or in equity, whether known or unknown (other than KRAFT’s obligations under this AGREEMENT), related to (i) anything the KRAFT RELEASEES have done or failed to do prior to the EFFECTIVE DATE of this AGREEMENT in connection with the manufacture, offer for sale, sale, distribution, keeping importation and exportation anywhere in the world of TASSIMO PRODUCTS or (ii) KEURIG’s allegations in the LAWSUIT. In accordance with this Mutual Release, Keurig covenants not to ▇▇▇ or threaten to ▇▇▇ any KRAFT RELEASEE based upon the manufacture, offer for sale, sale, distribution, importation and exportation anywhere in the world, prior to the EFFECTIVE DATE of this AGREEMENT, of TASSIMO PRODUCTS.
(b) KRAFT, for itself and its directors, officers, partners, employees, agents, attorneys, subrogors, subrogees, predecessors, parents, subsidiaries and AFFILIATES (collectively, the “KRAFT RELEASORS”), does hereby and forever release and discharge KEURIG, and its past and present officers, directors, employees, partners, agents, attorneys, predecessors, parents, subsidiaries, AFFILIATES, successors, and assigns (collectively, the “KEURIG RELEASEES”), from any and all actions, causes of action, suits, debts, obligations, controversies, agreements, promises, judgments, damages, liens, claims and demands whatsoever, in law or in equity (other than KEURIG’s obligations under this AGREEMENT), related to anything the KEURIG RELEASEEES have done or failed to do prior to the EFFECTIVE DATE of this AGREEMENT relating to the allegations ...
Mutual Releases. In consideration of the covenants contained in this Agreement, including, without limitation, RVI’s agreements with respect to the Pension Plan pursuant to paragraph 2 of this Agreement, and other good and valuable consideration (receipt and sufficiency of which is hereby acknowledged) on the Effective Date:
(i) the Debtors, their estates, the Committee, and any party that may acquire standing to prosecute estate claims on their behalf (the “Debtor Releasors”) shall be deemed to forever release RVI and DSW and their officers, directors, agents, attorneys and employees and the ▇▇▇▇▇▇▇ Releasees (as hereinafter defined) (collectively, the “RVI/DSW Releasees”) from any and all claims and causes of action of any nature whatsoever, including, without limitation, any and all claims pursuant to Chapter 5 of the Bankruptcy Code, that the Debtor Releasors may have against the RVI/DSW Releasees;
(ii) the RVI/DSW Releasees shall be deemed to forever release the Debtor Releasors from any and all claims and causes of action that the RVI/DSW Releasees may have against the Debtor Releasors, except with respect to those claims allowed herein; and
(iii) to the extent approved by the Bankruptcy Court in the context of a Chapter 11 plan of liquidation or reorganization to be proposed in the Debtors’ Chapter 11 cases, to the extent a creditor votes in favor of any plan of liquidation or reorganization proposed by the Debtors and/or the Committee (the “Plan”), or to the fullest extent permitted by law, such creditor shall be deemed to forever release the RVI/DSW Releasees from any and all claims and causes of action that such creditor may have against the RVI/DSW Releasees related to the prepetition and postpetition conduct of the Debtors’ business and the Debtors’ Chapter 11 cases; provided, however, that the foregoing releases shall not limit the rights of any party to enforce the terms of this Agreement. Approval of the release provided in paragraph 9(iii) of this Agreement shall not serve as a condition precedent to the effectiveness of the RVI/DSW Settlement, provided that the Debtors and the Committee shall cooperate in good faith and use their best efforts to obtain such approval. The releases provided under this paragraph 9 shall apply to all rights arising from or pursuant to Chapter 5 of the Bankruptcy Code; for the avoidance of doubt, claims against RVI and/or DSW, including under Chapter 5 of the Bankruptcy Code, shall not be used to offset RVI Claims and/or DSW Cl...
Mutual Releases. Subject to the terms and conditions of this Agreement, each Party, as of the Effective Date, knowingly, voluntarily, irrevocably, unconditionally and forever releases, remises, acquits, and discharges the other Party, its subsidiaries, its affiliates, and each of their directors, officers, representatives, employees, professionals, agents, assigns and successors in interest, from any and all claims, causes of action, suits, debts, obligations, liabilities, demands, losses, costs and expenses (including professional fees and expenses) of any and every kind, character, nature and description whatsoever, whether in law or equity, filed or unfiled, known or unknown, asserted or unasserted, express or implied, foreseen or unforeseen, suspected or unsuspected, liquidated or unliquidated, and/or fixed or contingent, in connection with, arising out of, or relating to the trademarks, trade names or disputes respecting web domain names that arose or could have been raised prior to the date of this Agreement, including but not limited to any such claims that were raised or could have been raised in the actions and pleadings identified in Section 8 of this Agreement (collectively, the “Released Claims”). For the avoidance of doubt, notwithstanding anything herein contained, (a) Tropicana Entertainment does not release and reserves and preserves, inter alia, any and all: (i) of its Unresolved Claims (as defined in that certain Agreement dated as of July 1, 2009 by and between the Liquidating LandCo Debtors and the OpCo Debtors) that are not Released Claims and the claims asserted in the “OpCo Intercompany Claims Statement” transmitted to TLV on August 14, 2009 that are not Released Claims, and (ii) claims arising from and after June 30, 2009 that are not in connection with, do not arise out of, and do not relate to the trademarks, trade names, or disputes respecting web domain names, and TLV reserves and preserves all rights, defenses, and counterclaims related thereto; and (b) TLV does not release and reserves and preserves, inter alia, any and all: (i) of its Unresolved Claims that are not Released Claims, and (ii) claims arising from and after March 8, 2010 that are not in connection with, do not arise out of, and do not relate to the trademarks, trade names, or disputes respecting web domain names, and Tropicana Entertainment reserves and preserves all rights, defenses, and counterclaims related thereto.
Mutual Releases. (a) Effective as of the Closing (but for the avoidance of doubt, without prejudice to any rights arising in respect of this Agreement or any other Operative Agreement), the Investor, on behalf of itself and, to the extent legally empowered to do so, its past and present officers, managers, directors, Subsidiaries and Affiliates, and each of their respective successors and assigns (collectively, the “Investor Releasors”), hereby irrevocably releases, acquits and forever discharges, to the fullest extent permitted by Law, the Issuer and each of its past and present officers, managers, directors, stockholders, Subsidiaries, Affiliates and other Representatives (each, an “Issuer Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, liabilities, debts, dues and suits of every kind, nature and description whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, which any Investor Releasor ever had, now has or may have or claim to have against any Issuer Releasee, whether arising in law, equity or otherwise, to the extent arising out of, resulting from or relating to any matters or Events occurring on or prior to the Closing, in any way relating to the Issuer or its Affiliates, the Restructuring, the Amended SPA (including any rights or claims with respect to Section 8.13 thereof), the Binding Term Sheet or the Consent Solicitation and Disclosure Statement (collectively, the “Investor’s Released Claims”). Notwithstanding anything to the contrary contained in this Section 11.9(a), Investor Released Claims shall not include any claims any Investor Releasor may have against any Issuer Releasee pursuant to (i) any other Contract (including an Operative Agreement) to which the Investor or any of its Affiliates, on the one hand, and the Issuer or any of its Affiliates, on the other hand, is a party, (ii) any indemnification or similar agreement relating to such Investor Releasor’s position as a director or officer of the Issuer or any of its Subsidiaries or (iii) any indemnification provisions contained in the certificate of incorporation or bylaws (or equivalent governing documents) of the Issuer or any of the Issuer’s Subsidiaries or under applicable Law.
(b) Effective as of the Closing (but for the avoidance of doubt, without prejudice to any rights arising in respect of this Agreement or any other Operative...
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. 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) Effective as at the Effective Time and only if the payment of the Amedisys Termination Fee is received within 24 hours of the execution of this Agreement, to the fullest extent permitted by Applicable Law, Amedisys, on behalf of itself, its subsidiaries, stockholders, affiliates, officers, directors, employees and Representatives (collectively, the “Amedisys Parties”) hereby unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges OPCH and OPCH’s subsidiaries, stockholders, affiliates, officers, directors, employees and Representatives (collectively, the “OPCH Parties”) from any and all direct or derivative actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at law or in equity, which such Amedisys Party had, has, or may have based upon, arising from, in connection with or relating to the OPCH Merger Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby. Notwithstanding the immediately foregoing sentence and Section 1, (i) no party shall be released from any breach of this Agreement or have its respective rights and obligations under this Agreement impaired, and (ii) the Confidentiality Agreement and the Clean Team Agreement will each continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement or the Clean Team Agreement shall be released from any direct or derivative actions or claims which may arise thereunder. On and from the Effective Time and only if the payment of the Amedisys Termination Fee is received within 24 hours of the execution of this Agreement, each Amedisys Party shall refrain from, directly or indirectly, asserting any direct or derivative claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any direct or derivative legal or arbitral proceeding of any kind against any Amedisys Party based upon any matter released under this Section 3(a).
(b) Effective as at the Effective Time and only if the payment of the Amedisys Termination Fee is re...
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. (a) The Parties, on behalf of themselves, and all persons or entities claiming by, through or under them, and their respective heirs, successors and assigns, hereby fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to ▇▇▇ the other Parties, as well as the other Parties’ respective officers, directors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, cosigners of the Lease, guarantors of the Lease, insurers, representatives, and agents, with respect to any and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind whatsoever, at law or in equity, including without limitation, all claims and causes of action arising out of or in any way relating to the parties Lease for the rental of the apartment located at ________________________________________ from the beginning of time to the effective date of this Agreement. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. The only exception to this is that Landlord shall have the opportunity to do a walkthrough of the premise after Tenant has removed all her possessions with Tenant present and Landlord reserves the right to pursue any damages to the premises above normal wear and tear (if tenant signing this as part of early termination and you have not completed move-out.
(b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date, but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect his or her or its decision to enter into this Agreement. The Parties expressly acknowledge that this waiver of claims includes any claims for any alleged fraud, deception, concealment, misrepresentation or any other misconduct of any kind in procuring this Agreement. The Parties specifically do not, however, waive or release any claim that may arise for breach of this Agreement.