Mutual Releases. (a) Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Hexion Parties on behalf of themselves and each of their parents, affiliates, predecessors, successors and assigns, and on behalf of each of their respective current and former officers, directors, managers, members, employees, agents and other representatives in their capacities as such (collectively, the “Hexion Releasors”), hereby release, acquit, and forever discharge the Huntsman Parties, the Huntsman Family Shareholders and each of their parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the “Huntsman Releasees”) and the Apollo Parties and their respective parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, managers, members, partners, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the “Apollo Releasees”), from any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions and demands whatsoever, at law, in equity or otherwise, which the Hexion Releasors, or any of them, now or hereafter can, shall or may have against the Huntsman Releasees and/or the Apollo Releasees, or any of them, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Hexion Releasors and either the Apollo Releasees or the Huntsman Releasees. The claims released by the Hexion Releasors against the Apollo Releasees pursuant to this paragraph include but are not limited to any and all claims that the Hexion Releasors may have against Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx and rights of contribution that the Hexion Releasors may have against Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx arising from the Huntsman Shareholder Action. The Hexion Releasors also acknowledge that nothing contained in this Agreement shall in any way negate or reduce or otherwise affect the rights of indemnification of Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx or any o...
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:
Mutual Releases. Effective upon the Settlement Date, each of DISH and EchoStar Corporation, for themselves and on behalf of their respective predecessors, successors, heirs, and assigns, and all of their respective Affiliates (as defined below), and each of these entities’ respective past, present and future directors, officers, shareholders, agents, employees, attorneys, consultants and representatives (collectively, the “DISH Releasors”), and each of Rainbow and Cablevision, for themselves and on behalf of their respective predecessors, successors, heirs and assigns, and all of their respective Affiliates, and each of these entities’ respective past present and future directors, officers, shareholders, agents, employees, attorneys, consultants and representatives (the “Rainbow Releasors,” and together with the DISH Releasors, the “Releasing Parties”) hereby completely and forever release, discharge and acquit each other, from any and all manner of causes of action, suits, debts, liabilities, judgments, executions, dues, damages, penalties, obligations, accounts, reckonings, bonds, bills, specialties, covenants, contracts, agreements, promises, and any and all claims and demands of every conceivable kind, whether now known or unknown, whether in law or in equity, whether liquidated or unliquidated, which any of the Releasing Parties ever had, now has, or may ever claim to have relating to, arising out of, or in connection with the Joint Venture and/or the Lawsuit. Notwithstanding the foregoing, each of the Releasing Parties retains and does not release or waive any claims that may arise under the License Purchase Agreement (or any Ancillary Agreement, as defined therein), the AMC/MSG Affiliation Agreement, or the Interest Transfer Agreement (the “Transaction Agreements”), each as described in Section 1 above. As used herein, “
Mutual Releases. Upon execution of this Agreement by all Parties, the provisions of Section 11.3 shall apply to each of Ocera and Licensee, respectively. With respect solely to the Prior Licensee Agreements, a Party on behalf of itself, its subsidiaries, affiliates, parents, predecessors, successors and assigns or transferees, and each of their respective representatives, officers, agents, shareholders, partners, members, managers, directors, employees, successors and assigns, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, such Party’s “Releasing Parties”) hereby irrevocably and unconditionally releases the other Party, its/their controlled entities, subsidiaries, affiliates, personal representatives, agents, employees, trustees, successors and assigns or transferees and each of their respective officers, agents, shareholders, partners, members, managers, directors, employees, and any person or entity acting for or on behalf of any of them and each of them, (for purposes of this Section 11.3, collectively, the other Party’s “Released Parties”) of and from any and all claims, liabilities, demands, obligations, amounts due, damages, losses, actions and causes of action of any nature and extent whatsoever arising from actions or failures to act that occurred prior to the Effective Date of this Agreement, to the fullest extent permitted by law, whether presently known or unknown, and whether based at law or in equity, that Releasing Parties may now have or claim to have against one or more of the Released Parties. **Confidential Treatment Requested**
Mutual Releases. Upon entry of the Settlement Order, except for the obligations arising under this Agreement or matters preserved under paragraph 4 above, each Party shall each fully and forever waive and release all of its Claims (as defined under section 101(5) of the Bankruptcy Code), and shall cause each of its wholly owned affiliates to waive and release each of their Claims, against each other Party, and their respective wholly owned affiliates, officers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns, in each case, solely in their capacity as such (the “Released Parties”), whether known or unknown, monetary or non-monetary (the “Released Claims”); provided, however, that (a) the releases set forth in this Section 5 shall not apply to (i) any Claims, including any service and/or payment obligations arising on or after August 1, 2009, under the TSA, (ii) the FNF Note (as defined in the SPA), and/or (iii) LFG’s rights and entitlements under the stock paid to LFG pursuant to the SPA, (b) each Party hereby covenants not to xxx, and shall cause each wholly-owned subsidiary to covenant not to xxx, the Released Parties and affiliates thereof with respect to the Released Claims, and (c) notwithstanding the terms of the immediately preceding clause (b), the Released Parties may assert the Released Claims defensively in any claim asserted or action commenced against them. The Released Claims, include, but are not limited to, Claims related to or arising from any and all alleged or actual breaches of the SPA, Claims set forth in proofs of Claim filed by FNF in the Chapter 11 Cases, Claims arising under the TSA in respect of facts or events that occurred or arose prior to August 1, 2009, and Claims relating to FNF’s acquisition of assets and employees related to LFG affiliates or subsidiaries known as “Southland”. Upon entry of the Settlement Order, all Released Claims shall be automatically released, disallowed and expunged. Notwithstanding anything to the contrary herein, the LandAm Parties and their affiliates shall not be deemed to be releasing other LandAm Parties and their respective affiliates, officers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns.
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 (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.
Mutual Releases. Buyer shall be deemed to have released the Seller Indemnified Parties, at Closing, from any and all Losses for which Buyer has agreed to indemnify the Seller Indemnified Parties hereunder, and Seller shall be deemed to have released the Buyer Indemnified Parties, at Closing, from any and all Losses for which Seller has agreed to indemnify the Buyer Indemnified Parties hereunder.
Mutual Releases. In consideration of the provisions of this Agreement:
Mutual Releases. 1. In consideration of the foregoing and the benefits paid and payable to Executive under the Retention Agreement, Executive hereby waives all claims against Company, its affiliates and their respective officers, directors and executives (hereinafter the "RELEASEES"), and releases and discharges the Releasees from liability for any and all claims and damages that Executive may have against them as of the date of this Agreement, whether known or unknown, including, but not limited to, any claims arising out of his employment relationship with Company or its affiliates or the termination of such employment, or any violation of any federal, state or local fair employment practice law, including Title VII of the Civil Rights Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act as amended by the Older Workers' Benefit Protection Act, or any other employee relations statute, rule, executive order, law or ordinance, tort, express or implied contract, public policy or other obligations; provided, however, that nothing herein shall be deemed a waiver or release of Executive's right to enforce the obligations of Company under this Agreement or 23 the Retention Agreement or Executive's rights to indemnification to the fullest extent provided by law or in any applicable certificate of incorporation, charter or similar document, by-laws or contract. Executive acknowledges that Executive has had up to 21 days to consider the terms of this Agreement and is hereby advised by Company to discuss the terms of this Agreement with an attorney unrelated to Company prior to signing this Agreement. Executive further acknowledges that Executive is entering into this Agreement freely, knowingly, and voluntarily, with a full understanding of its terms. Executive also acknowledges that Executive will have 7 days from the date he signs this Agreement to revoke the Agreement by notifying the General Counsel of the Company in writing.
