Common use of Mutual Releases Clause in Contracts

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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 (collectively, “Amarin 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

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Mutual Releases. Except Effective upon the Settlement Date, each of DISH and EchoStar Corporation, for the rights, duties themselves and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its pasttheir respective predecessors, presentsuccessors, heirs, 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 groupassigns, and all persons or entities acting byof their respective Affiliates (as defined below), through, or in concert with them or any and each of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax and its these entities’ respective past, present and future direct or indirect parentsdirectors, subsidiaries, divisions, predecessors, affiliatesofficers, 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, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representativesshareholders, agents, insurersemployees, attorneys, successors consultants and assigns and/or entities controlling Omax or under common control representatives (the “Rainbow Releasors,” and together with Omaxthe DISH Releasors, 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, the Omax Released Releasing Parties”)) hereby completely and forever release, discharge and acquit each other, from any and all manners manner of action 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 actionsunknown, claim or claims for relief whether in law or in equity, suitswhether liquidated or unliquidated, lienswhich any of the Releasing Parties ever had, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costsnow has, or expensesmay ever claim to have relating to, 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, 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, througharising out of, or in concert connection with them 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 of themAncillary Agreement, do fully and completelyas defined therein), absolutely, expressly and irrevocably release and discharge Amarin 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, throughthe AMC/MSG Affiliation Agreement, or in concert with them or any of them the Interest Transfer Agreement (collectively, the Amarin Released PartiesTransaction Agreements”), from any and all manners of action or actionseach as described in Section 1 above. As used herein, 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 2 contracts

Samples: Settlement Agreement (AMC Networks Inc.), Settlement Agreement (DISH Network CORP)

Mutual Releases. Except for the rights, duties and obligations set forth in Upon execution of this Settlement Agreement, Amarin, Defendants for itself and on behalf of itself and its pastall parents, present, and future direct or indirect parentsdivisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns (together, the “Defendant Group”), shall release and forever discharge Plaintiff and each of its past and present parents, divisions, predecessorssubsidiaries, affiliates, shareholdersrelated entities, representatives, successors, directors, owners, partners, associates, executives, licenseesofficers, owners, managers, servants, administrators, officersagents, employees, representativesinsurance carriers, agents, insurers, attorneys, successors attorneys and assigns and/or entities controlling Amarin or under common control with Amarin(together, 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, the Omax Released PartiesPlaintiff Group), ) from any and all manners claims, demands, causes of action or actionsaction, claim or claims for relief obligations, damages and liabilities of any nature whatsoever, whether in law or in equity, suitswhether known or unknown, lienswhether disclosed or undisclosed, contractswhether anticipated or unanticipated, promiseswhether asserted or unasserted, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, whether direct or indirect, whether contingent or liquidated, that Defendants or their Defendant Group ever had or now has, or may claim to have against the Plaintiff Group. Defendants acknowledge that 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 claims it maintains much be brought by a breach of this Settlement Agreement. Except for Upon Plaintiff’s receipt of the rightsfull Settlement Payment, duties Plaintiff 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, 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, do fully and completely, absolutely, expressly and irrevocably Plaintiff Group shall release and forever discharge Amarin Defendants 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 (collectively, “Amarin Released Parties”), the Defendant Group from any and all manners claims, demands, causes of action or actionsaction, claim or claims for relief obligations, damages and liabilities of any nature whatsoever, whether in law or in equity, suitswhether known or unknown, lienswhether disclosed or undisclosed, contractswhether anticipated or unanticipated, promiseswhether asserted or unasserted, liabilities, injuries to person or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingent, whether direct or indirect, any and all debtswhether contingent or liquidated, claims, demands, liabilities, obligations, offsets, and causes that Plaintiff or of action whatsoever, whether known, suspected its successors or unknown, and regardless of whether the claimed injuries and/or damages are not yet known assigns ever had or manifested, filed or unfiled, asserted or as yet unassertednow has, or existing may claim to have against Defendant or contingent, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement AgreementDefendant Group.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Mutual Releases. Except (a) Effective as of the Termination Date, SII, for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and each of its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholdersofficers, directors, ownersagents, partnersattorneys, associatessub-distributors, executivessuccessors and assigns, licenseeshereby fully, ownersirrevocably and unconditionally releases, managersacquits and forever discharges FEP and its subsidiaries, servants, administratorsaffiliates, officers, employees, representativesdirectors, agents, insurersattorneys, sub-distributors (and their respective officers, directors, attorneys, and agents), and their 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 claims, liabilities, obligations, demands, causes of action or actionsaction, claim or damages, costs, losses, debts and expenses, including any claims for relief court costs or attorneys’ fees, of whatever kind or nature, whether known or unknown, asserted or raised, suspected or claimed, whether fixed, contingent, liquidated, unliquidated, disputed or undisputed, presently existing or arising in the future, and whether arising in contract, tort, under statute, at law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, coststhat arise out of, or expensesare in any way related to each and all of the Subject Agreements; and (b) Effective as of the Termination Date, fixed or contingentFEP, direct or indirectfor itself and each of its subsidiaries, affiliates, officers, directors, agents, attorneys, sub-distributors, successors and assigns, hereby fully, irrevocably and unconditionally releases, acquits and forever discharges SII and its subsidiaries, affiliates, officers, directors, agents, attorneys, sub-distributors (and their respective officers, directors, attorneys, and agents), and their successors and assigns of and from any and all debts, claims, demands, liabilities, obligations, offsetsdemands, and causes of action whatsoeveraction, damages, costs, losses, debts and expenses, including any claims for court costs or attorneys’ fees, of whatever kind or nature, whether knownknown or unknown, asserted or raised, suspected or unknownclaimed, whether fixed, contingent, liquidated, unliquidated, disputed or undisputed, presently existing or arising in the future, and regardless of whether the claimed injuries and/or damages are not yet known or manifestedarising in contract, filed or unfiledtort, asserted or as yet unassertedunder statute, 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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in at law or in equity, suits, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, losses, coststhat arise out of, or expensesare in any way related to each and all of the Subject Agreements. (c) Each of SII and FEP, fixed or contingentbeing familiar with and fully aware of California Civil Code § 1542, direct or indirectwhich provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”, hereby freely and voluntarily waives any and all debtsrights or benefits that it has or may come to have pursuant to said code section, 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 well as pursuant to any conduct statutes or action common law principles of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementsimilar effect.

Appears in 2 contracts

Samples: Termination and Release Agreement, Termination and Release Agreement (Franklin Electronic Publishers Inc)

Mutual Releases. Except (a) Effective upon execution of this Agreement and except as to obligations created herein, LJCI, for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its past, present, past and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, present shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, predecessors-in-interest, successors in-interest, assigns, administrators, parent company, sister-company, and representatives, agentshereby fully releases, insurersremises, attorneysacquits and forever discharges each Seller, successors each of such Seller’s predecessors, assigns, heirs, executors, administrators and assigns and/or entities controlling Amarin representatives, from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or under common control with Amarinnature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the Sale Agreement, the Transaction Documents and the underlying related transactions, whether individually or as part of a groupnot now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and all persons whether accrued or entities acting byhereafter maturing. (b) Effective upon execution of this Agreement and except as to obligations created herein, throughLJCI, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Omax for itself and its past, past and present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, predecessors-in-interest, successors in-interest, assigns, administrators, parent company, sister-company, and representatives, agentshereby fully releases, insurersremises, acquits and forever discharges the Company, and its affiliates, predecessors and successors, together with its past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupfiduciaries, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Omax Released Parties”)assigns, 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, actions, losses, judgments, debts, covenants, executions, liabilities, obligationsobligations and expenses of any kind or nature arising out of any acts, offsetsomissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the Sale Agreement, the Transaction Documents and the underlying related transactions, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and causes of action whatsoever, whether known, suspected accrued 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 hereafter maturing. (c) Effective upon execution of this Settlement Agreement. Except Agreement and except as to obligations created herein, each of the Sellers, for themselves and their respective predecessors, assigns, heirs, executors, administrators and representatives, hereby fully releases, remises, acquits and forever discharges LJCI and its affiliates, predecessors and successors, together with its past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, fiduciaries, and assigns from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or nature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the rights, duties and obligations set forth in this Settlement Sale Agreement, Omaxthe Transaction Documents and the underlying related transactions, on behalf whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing. (d) Effective upon execution of this Agreement and except as to obligations created herein, the Company, for itself and its past, present, past and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, present shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, predecessors-in-interest, successors in-interest, assigns, administrators, parent company, sister-company, and representatives, agentshereby fully releases, insurersremises, acquits and forever discharges LJCI and its affiliates, predecessors and successors, together with its past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupfiduciaries, 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 Amarin 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 (collectively, “Amarin Released Parties”)assigns, 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, actions, losses, judgments, debts, covenants, executions, liabilities, obligationsobligations and expenses of any kind or nature arising out of any acts, offsetsomissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the Sale Agreement, the Transaction Documents and the underlying related transactions, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and causes of action whatsoever, whether known, suspected accrued 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementhereafter maturing.

Appears in 2 contracts

Samples: Settlement Agreement (Material Technologies Inc /Ca/), Settlement Agreement (MATECH Corp.)

Mutual Releases. (i) Except for the rights, duties and obligations set forth in created under this Settlement Agreement, AmarinFSC, on behalf of itself Juice Creations, Lublin, and Xxxxxxxx, jointly and severally, do hereby unconditionally, irrevocably and forever release and discharge HJI and its past, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholdersofficers, directors, ownersmanagers, partnersattorneys, associatesagents, executivesservants, licenseesrepresentatives, ownersemployees, and the successors and assigns of each of the foregoing from any and all claims, debts, liabilities, demands, obligations, costs, expenses, damages, lawsuits, actions and causes of action, of whatever kind or nature, whether known or unknown, based on, arising out of, or in connection with anything done or omitted or suffered to be done at any time prior to the date of this Settlement Agreement which pertains in any way to any of the events described in the Recitals to this Settlement Agreement, the Cross-Demand, and the Fresh Juices Dispute. (ii) Except for the obligations created under this Settlement Agreement, HJI hereby unconditionally, irrevocably and forever releases and discharges (a) Juice Creations, FSC, and their respective members, principals, officers, directors, managers, attorneys, agents, servants, administrators, officersrepresentatives, employees, representativesand (b) Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx, and their respective attorneys, 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, officersrepresentatives, employees, representatives, agents, insurersheirs, attorneys, successors and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a groupsuccessors, and all persons or entities acting by, through, or in concert with them or any of them (collectively, “Omax Released Parties”)assigns, from any and all manners of action or actionsclaims, claim or claims for relief in law or in equity, suits, liens, contracts, promisesdebts, liabilities, injuries to person or propertydemands, claimsobligations, predicate actscosts, expenses, damages, losseslawsuits, costs, or expenses, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, actions and causes of action whatsoeveraction, of whatever kind or nature, whether known, suspected known or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifestedbased on, filed or unfiled, asserted or as yet unassertedarising out of, or existing in connection with anything done or contingent, and regardless of the legal theory omitted or theories of damages against suffered to be done at any of them relating to any conduct or action of the Omax Released Parties concerning the subject matter of the Lawsuit time prior to the execution date of this Settlement Agreement. Except for Agreement which pertains in any way to any of the rights, duties and obligations set forth events described in the Recitals to this Settlement Agreement, Omaxthe Cross-Demand, on behalf of itself or the Fresh Juices Dispute. (iii) Except for as provided in this Settlement Agreement and its pastrelated documents, present, the release of the Parties contained in this Paragraph 7 of this Settlement Agreement includes the waiver 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 release 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 Amarin 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 (collectively, “Amarin Released Parties”), from any and all manners rights under California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the tie of executing the release, which if known by him must have materially affected his settlement with the debtor." (iv) Each of the Parties hereto represents and warrants that such Party has not heretofore assigned or transferred, or purported to assign or transfer, to any person or other entity whatever, any claim or cause of action released or actions, claim or claims for relief in law or in equity, suits, liens, contracts, promises, liabilities, injuries assigned pursuant 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement (Hansen Natural Corp)

Mutual Releases. Except for Upon the rights, duties and obligations set forth in Effective Date of this Settlement Agreement, Amarin: 1. Plaintiff, on behalf of itself and each and all of its pastpast and present heirs, presentsuccess predecessors, assigns, affiliates, officers, directors, employees, shareholders, partners, members, managers, proprietors, advisors, attorneys, representatives and agents, and future direct or indirect parentsMr. Xxxxxx Xxxxxxx (collectively, subsidiariesthe “XO Entities”), divisionshereby release, acquit and forever discharge Defendants and Reorganized STFI and each and all of their respective past and present heirs, successors, predecessors, assigns, affiliates, officers, directors, employees, shareholders, directors, owners, partners, associates, executives, licensees, ownersmembers, managers, servantsproprietors, administrators, officers, employees, representatives, agents, insurersadvisors, attorneys, successors representatives and assigns and/or entities controlling Amarin or under common control with Amarinagents, whether individually in their official or as part of a group, and all persons or entities acting by, throughindividual capacities, 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 otherwise (collectively, the Omax Released PartiesATLT Releasees), ) from any and all manners claims, including, without limitation, any Claims, as defined under the Plan, counterclaims, demands, causes of action or actions, claim or claims for relief in law or in equity, suits, liensliabilities, contracts, agreements, promises, liabilitiesobligations or defenses of any kind whatsoever, injuries to person whether based on tort, contract, or propertyany other theory of recovery, claimsand whether for general, predicate actsspecial, compensatory, punitive or any other damages, losses, costs, whether asserted or expenses, fixed or contingentunasserted, direct or indirect, any and all debtsderivative, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected known or unknown, and regardless now arising or which hereafter may arise, based in full or in part, on any matter, fact or thing, occurring from the beginning of whether time to the claimed injuries and/or damages are not yet known date hereof, which any of the XO Entities have or manifestedmay have against any or all of the ATLT Releasees, filed for any reason whatsoever, arising from or unfiledin any way related to the APA, asserted the Plan, the Liquidating Trust Agreement or as yet unasserted, or existing or contingentany of the Allegiance Proceedings, and regardless of the legal theory or theories of damages against any of them relating further agrees that this Agreement may be pleaded and shall serve as a full defense to any conduct action, suit or action of other proceeding covered by the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution terms of this Settlement Agreement. Except for Agreement which is or may be initiated, prosecuted or maintained, provided, however, that the rightsforegoing releases shall not limit XO’s rights under this Agreement or to continuing Plan Distributions, duties and obligations if any, set forth in this Settlement AgreementArticle I.B., 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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 (collectively, “Amarin 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementabove.

Appears in 1 contract

Samples: Settlement Agreement (Xo Holdings Inc)

Mutual Releases. Except for (a) Effective upon Plaintiffs receipt of the rights, duties and obligations set forth entirety of the Settlement Payment in accordance with the terms of this Settlement Agreement, Amarin, on behalf of itself and its past, presentPlaintiff, and future direct or indirect each of its companies, parents, affiliates, subsidiaries, divisionsexecutors, administrators, agents, directors, officers, partners, employees, shareholders, representatives, insurers, trustees, attorneys, successors, heirs, beneficiaries and assigns (the “Plaintiff Releasing Parties”), hereby releases and forever discharges Defendant, and each of its past and present companies, parents, members, affiliates, subsidiaries, executors, administrators, agents, directors, officers, partners, employees, shareholders, representatives, insurers, trustees, attorneys, predecessors, affiliatessuccessors, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors beneficiaries 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, the Omax Defendant 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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct claims, demands, damages, rights, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets and liabilities of any kind or indirect character whatsoever, known or unknown, discovered or undiscovered, suspected or unsuspected, asserted or unasserted, arising from or directly related to the Note and/or the Lawsuit, which the Plaintiff Releasing Parties ever had, now has, or might hereafter have against the Defendant Released Parties, whether arising at law or in equity by reason of any matter, cause, happening or thing from the beginning of time through and including the date of this Agreement; provided, however, that the Plaintiff Releasing Parties shall not release any claims arising from any breach of any obligations under this Agreement. (b) Effective upon Plaintiff’s timely receipt of the entirety of the Settlement Payment, Defendant, and each of its companies, parents, affiliates, subsidiaries, divisionsexecutors, administrators, agents, directors, officers, partners, employees, shareholders, representatives, insurers, trustees, attorneys, successors, heirs, beneficiaries and assigns (the “Defendant Releasing Parties”), hereby releases and forever discharges Plaintiff, and each of its past and present companies, parents, members, affiliates, subsidiaries, executors, administrators, agents, directors, officers, partners, employees, shareholders, representatives, insurers, trustees, attorneys, predecessors, affiliatessuccessors, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors beneficiaries 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 (collectively, the Amarin Plaintiff Released Parties”), from any and all manners of action or actionspast, 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 present and all debts, future claims, demands, liabilitiesdamages, rights, actions, causes of action, suits, contracts, agreements, obligations, offsetsaccounts, defenses, offsets and causes liabilities of action any kind or character whatsoever, whether knownknown or unknown, discovered or undiscovered, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiledunsuspected, asserted or as yet unasserted, arising from 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior directly related to the execution Note and/or the Lawsuit, which the Defendant Releasing Parties ever had, now has, or might hereafter have against the Plaintiff Released Parties, whether arising at law or in equity by reason of any matter, cause, happening or thing from the beginning of time through and including the date of this Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement (Greenbrook TMS Inc.)

Mutual Releases. Except (a) Each of VWGoA and VW Member (together, the “VW Parties”), for the rights, duties itself and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its pastrespective shareholders, present, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholdersmembers, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representativesaffiliates, agents, insurers, attorneysrepresentatives, successors and assigns and/or entities controlling Amarin or under common control with Amarin(collectively, whether individually or as part the “VW Releasors”), hereby releases and discharges each of a groupQS and the JV Entity, and all persons or entities acting byeach of their respective shareholders, 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, shareholdersmembers, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representativesaffiliates, agents, insurers, attorneysrepresentatives, 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”)assigns, from any and all manners of action or actions, claim or claims for relief in law or in equitycauses of action, suits, liensdebts, contractscovenants, promisesagreements, judgments, liabilities, injuries to person or property, claims, predicate acts, damages, lossesclaims or demands (including attorneys’ fees and costs) whatsoever arising from or related to their performance, costsrights and obligations under the JV Agreement or any Ancillary JV Agreement, as applicable, or expensesclaims arising from or related to the termination of the JV Agreement or any Ancillary JV Agreement whether based in tort, contract, statute or ordinance, or for subrogation, contribution, indemnity or otherwise, whether known or unknown, suspected or unsuspected, fixed or contingent, direct at law or indirectin equity (collectively, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever“JV Claims”), 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 unassertednow held, or existing or contingent, and regardless which any of the legal theory or theories VW Releasors may hold in the future, from the beginning of damages against any of them relating to any conduct or action of time through and including the Omax Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement AgreementTermination. Except 2 (b) QS, for the rights, duties itself 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, representativesaffiliates, agents, insurers, attorneysrepresentatives, successors and assigns and/or entities controlling Omax or under common control with Omax(collectively, whether individually or as part the “QS Releasors”), hereby releases and discharges each of a groupthe VW Parties and the Company, and all persons or entities acting byeach of their respective shareholders, through, or in concert with them or any of them, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliates, shareholdersmembers, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representativesaffiliates, agents, insurers, attorneysrepresentatives, 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 (collectively, “Amarin Released Parties”)assigns, from any and all manners JV Claims, whether now held, or which any of action the QS Releasors may hold in the future, from the beginning of time through and including the Termination. (c) The JV Entity, for itself and on behalf of its members, directors, managers, officers, employees, affiliates, agents, representatives, successors and assigns (collectively, the “JV Entity Releasors”), hereby releases and discharges each of the VW Parties and the QS Parties, and each of their respective shareholders, members, directors, managers, officers, employees, affiliates, agents, representatives, successors and assigns, from any and all JV Claims, whether now held, or which any of the JV Entity Releasors may hold in the future, from the beginning of time through and including the Termination. (d) Notwithstanding anything herein to the contrary, the foregoing releases shall not be deemed or interpreted in any manner whatsoever to release or discharge, and “JV Claims” shall not be deemed or interpreted in any manner whatsoever to include, any actions, claim or claims for relief in law or in equitycauses of action, suits, liensdebts, contractscovenants, promisesagreements, judgments, liabilities, injuries to person or property, claims, predicate acts, damages, lossesclaims or demands whatsoever arising from or related to the PowerCo Transaction, costswhether based in tort, contract, statute or ordinance, or expensesfor subrogation, contribution, indemnity or otherwise, whether known or unknown, suspected or unsuspected, fixed or contingent, direct at law 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementin equity.

Appears in 1 contract

Samples: Joint Venture Termination and Release Agreement (QuantumScape Corp)

Mutual Releases. Except a. Upon confirmation by BRPI that the Settlement Shares have been transferred to BRPI or its affiliate in accordance with the terms of Section 2 hereof, in consideration for BRPI’s discharge of the rightsObligations and for othergood and valuable consideration, duties the receipt and obligations set forth in this Settlement Agreementsufficiency of which is hereby acknowledged, Amarin, on behalf each of itself and its past, presentthe Xxxxxxx Parties, and future direct or indirect parents, subsidiaries, divisions, predecessors, affiliateseach of their respective members, shareholders, directors, ownersofficers, partners, associates, executives, licensees, owners, managers, servants, administrators, officersagents, employees, representatives, agentsattorneys, affiliates, partners, beneficiaries, third-party beneficiaries, heirs, executors, administrators, trustees, insureds, insurers, attorneysreinsurers, successors and assigns and/or entities controlling Amarin or under common control with Amarinpredecessors, whether individually or as part of a groupsuccessors, and all persons or entities acting byassigns, 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, divisionsand all other related persons or entities (collectively, predecessorsthe “Xxxxxxx Release Parties”), affiliateshereby compromise, settle, fully release, and forever discharge BRPI, along with each of its respective members, managers, shareholders, directors, ownersofficers, partners, associates, executives, licensees, owners, managers, servants, administrators, officersagents, employees, representatives, agentsattorneys, affiliates, partners, beneficiaries, third-party beneficiaries, heirs, executors, administrators, trustees, insureds, insurers, attorneysreinsurers, successors and assigns and/or entities controlling Omax or under common control with Omaxpredecessors, whether individually or as part of a groupsuccessors, assigns, parents, subsidiaries, and all other related persons or entities acting by, through, or in concert with them or any of them (collectively, the Omax Released BRPI Release Parties”), ) of and from any and all manners of action or claims, debts, demands, actions, claim or claims for relief in law or in equitycauses of action, suits, liensjudgments, controversies, liabilities, rights, set-offs, adjustments, obligations, proofs of claim, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, conversions, agreements, promises, liabilitiesdamages, injuries to person or propertyarbitrations, claimsmediations, predicate actspremiums, damagesletters of credit, duties, errors, omissions, orders, liens, losses, costs, or expenses, fixed interest, executions of whatever nature and howsoever arising, whether actual or contingent, direct whether suspected or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoeverunsuspected, whether knownpast, suspected present or future, whether reported or unreported, whether known or unknown, and regardless of whether the claimed injuries and/or damages are not yet known grounded in law or manifestedequity, filed contract or unfiledtort, asserted directly 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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 indirectly (collectively, the Amarin Released PartiesClaims”), solely to the extent such Claims arise from or relate to the Note, the Pledge Agreements, or the actions giving rise to this Settlement; provided, however, that the Xxxxxxx Release Parties’ release of Claims against the BRPI Release Parties shall not extend to the BRPI Release Parties’ obligations, if any, to perform under this Settlement. b. Upon confirmation by BRPI that the Settlement Shares has been transferred to BRPI or its affiliate in accordance with the terms of Section 2 hereof, in exchange for the Settlement Shares, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the BRPI Release Parties hereby compromises, settles, fully releases, and forever discharges each of the Xxxxxxx Release Parties of and from any and all manners of action Claims, solely to the extent such Claims arise from or actionsrelate to the Note, 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, coststhe Pledge Agreements, or expensesthe actions giving rise to this Settlement; provided, fixed or contingenthowever, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes that the BRPI Release Parties’ release of action whatsoever, whether known, suspected or unknown, and regardless of whether Claims against the claimed injuries and/or damages are Xxxxxxx Release Parties shall 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior extend to the execution of Xxxxxxx Release Parties’ obligations to perform under this Settlement AgreementSettlement.

Appears in 1 contract

Samples: Settlement Agreement (B. Riley Financial, Inc.)

Mutual Releases. Except for A.) Effective upon Final Receipt, and in consideration of the rightsSettlement Amount, duties the below release and obligations set forth in other terms and conditions of this Settlement Agreement, Amarin, the Sassoon Parties on their own behalf and on behalf of itself their present and its pastformer partners, presentprincipals, and future direct or indirect officers, directors, employees, agents, receivers, trustees, attorneys, predecessors, successors, assigns, successors in interest, parents, subsidiaries, divisionsaffiliates, predecessorsdivisions (collectively “Sassoon Releasors”), do hereby acknowledge full and complete satisfaction of, and hereby do, finally and forever, release, acquit, and discharge the Caprius Parites, their subsidiaries, affiliates, shareholdersand parents, their respective past and present heirs, successors, predecessors and assigns, and each of their respective current and former officers, directors, shareholders, owners, partners, associatesmanagers, executivesmembers, licensees, owners, managersemployees, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors agents and assigns and/or entities controlling Amarin or under common control with Amarin, whether individually or as part of a group, attorneys 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 their respective insurers (collectively, collectively Omax Released PartiesCaprius Releasees”), of and from any and all manners of action or demands, obligations, actions, claim or claims for relief in law or in equitycauses of action, suitscounterclaims, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate actsrights, damages, losses, costs, or contribution claims, claims for restitution, suits, claims for sums of money, contracts, controversies, agreements, judgments, expenses, fixed or contingentcompensation and demands of any nature whatsoever, direct or indirect, any and all debts, claims, demandsrights, liabilities, obligations, offsets, actions and causes of action whatsoeverof any nature, whether knownat law or in equity, suspected known or unknown, whether suspected or unsuspected, including, without limitation, any individual claims and regardless any claims in a representative capacity they have, had or may have at any time based on, arising out of whether or relating to, including the claimed injuries and/or damages are not yet known or manifestedSassoon Agreement, filed or unfiled, asserted or as yet unasserted, or existing or contingentthe Litigation and the Settlement Amount. B.) Effective upon Final Receipt, and regardless in consideration 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 above release and other terms and conditions of this Settlement Agreement. Except for , the rights, duties Caprius Parties on their own behalf and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its pasttheir present an former partners, presentprincipals, and future direct or indirect officers, directors, employees, agents, receivers, trustees, attorneys, predecessors, successors, assigns, successors in interest, parents, subsidiaries, divisions, predecessors, affiliates, shareholdersdivisions (collectively “Caprius Releasors”), do hereby acknowledge full and complete satisfaction of, and hereby do, finally and forever, release, acquit, and discharge each and all of the Sassoon Parties, their subsidiaries, affiliates and parents, their respective past and present heirs, successors, predecessors and assigns, and each of their respective current and former officers, directors, shareholders, owners, partners, associatesmanagers, executivesmembers, licensees, owners, managersemployees, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors agents and assigns and/or entities controlling Omax or under common control with Omax, whether individually or as part of a group, attorneys 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 Amarin 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 their respective insurers (collectively, collectively Amarin Released PartiesSassoon Releasees”), of and from any and all manners of action or demands, obligations, actions, claim or claims for relief in law or in equitycauses of action, suitscounterclaims, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate actsrights, damages, losses, costs, or contribution claims, claims for restitution, suits, claims for sums of money, contracts, controversies, agreements, judgments, expenses, fixed or contingentcompensation and demands of any nature whatsoever, direct or indirect, any and all debts, claims, demandsrights, liabilities, obligations, offsets, actions and causes of action whatsoeverof any nature, whether knownat law or in equity, suspected known or unknown, whether suspected or unsuspected, including without limitation, any individual claims and regardless any claims in an representative capacity they have, had or may have at any time based on, arising out 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 the Sassoon Agreement, the Litigation and the Settlement Amount. C.) Nothing herein shall be deemed to constitute a release by any conduct or action Party of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of any obligation arising under this Settlement Agreement.

Appears in 1 contract

Samples: Release and Settlement Agreement (Caprius Inc)

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Mutual Releases. Except for Among other things, the rightsAgreement is intended to resolve all claims or potential claims of the RBM Parties against the Company, duties its officers, directors, Aegean Partiesordance with the terms herein. (a) Each of the RBM Parties and obligations set forth in this Settlement Agreementany entities or individuals controlled by, Amarinrelated to or affiliated with, on behalf of itself and its pastor claiming by, presentthrough or under it, and future direct or indirect each of their respective employees, agents, attorneys, partners, owners, shareholders, partnerships, sole proprietorships, corporations, limited liability companies, divisions, members, managers, managing directors, stockholders, principals, current and former employees, current and former officers and directors, parents, subsidiaries, divisions, legal representatives, personal representatives, other representatives, predecessors, affiliatessuccessors, beneficiaries, heirs, and assigns (collectively, the RBM Releasors Aegean Parties, and any entities or individuals controlled by, related to, affiliated with, or claiming by, through or under them, and each of their respective employees, agents, attorneys, partners, owners, shareholders, directorspartnerships, ownerssole proprietorships, partnerscorporations, associateslimited liability companies, executivesdivisions, licensees, ownersmembers, managers, servantsmanaging directors, administratorsstockholders, officersprincipals, current and former employees, representativescurrent and former officers and directors, 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, legal representatives, personal representatives, other representatives, predecessors, affiliatessuccessors, shareholdersAegean Releasees of claims, directorsaction and actions, ownerscause and causes of action, partnerssuits, associatesdebts, executivesdues, licenseessums of money, ownersaccounts, managersreckonings, servantsbonds, administratorsbills, officersspecialties, employeescovenants, representativescontracts, agentscontroversies, insurersagreements, attorneyspromises, successors and assigns and/or entities controlling Omax or under common control with Omaxvariances, whether individually or as part of a grouptrespasses, damages, judgments, executions, and all persons or entities acting bydemands whatsoever, 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, suitsasserted or unasserted, liensknown or unknown, contracts, promises, liabilities, injuries to person matured or property, claims, predicate acts, damages, losses, costs, or expenses, fixed or contingentunmatured, direct or indirectderivative, in their individual names or in the name of the Company or otherwise, which any of the RBM Releasors ever had, now have, or may have, against any of the Aegean Releasees from the beginning of the world to the Execution Date of this Agreement ( RBM Released Claims under any federal, state or local statute, including the laws of the United States, the Xxxxxxxx Islands and Greece, or law of any other nation. Solely for purposes of this release and waiver, the bility CAA Company. The RBM Parties affirm that they have been authorized by each member of CAA to act in a representative capacity and extend this release and waiver to cover any and all debtsclaims (b) Each of the Aegean Parties and any entities or individuals controlled by, claimsrelated to or affiliated with, demandsor claiming by, liabilities, obligations, offsetsthrough or under it, and causes each of action whatsoevertheir respective employees, whether knownagents, suspected or unknownattorneys, partners, owners, shareholders, partnerships, sole proprietorships, corporations, limited liability companies, divisions, members, managers, managing directors, stockholders, principals, current and regardless of whether the claimed injuries and/or damages are not yet known or manifestedformer employees, filed or unfiledcurrent and former officers and directors, 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, legal representatives, personal representatives, other representatives, predecessors, affiliatessuccessors, beneficiaries, heirs, and assigns (collectively, the Aegean Releasorsderation received, hereby forever release and discharge the RBM Parties, and any entities or individuals controlled by, related to, affiliated with, or claiming by, through or under them, and each of their respective employees, agents, attorneys, partners, owners, shareholders, directorspartnerships, ownerssole proprietorships, partnerscorporations, associateslimited liability companies, executivesdivisions, licensees, ownersmembers, managers, servantsmanaging directors, administratorsstockholders, officersprincipals, current and former employees, representativescurrent and former officers and directors, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin and its past, present and future direct or indirect parents, subsidiaries, divisions, legal representatives, personal representatives, other representatives, predecessors, affiliatessuccessors, shareholdersRBM Releasees claims, directorsaction and actions, ownerscause and causes of action, partnerssuits, associatesdebts, executivesdues, licenseessums of money, ownersaccounts, managersreckonings, servantsbonds, administratorsbills, officersspecialties, employeescovenants, representativescontracts, agentscontroversies, insurersagreements, attorneyspromises, successors and assigns and/or entities controlling Amarin or under common control with Amarinvariances, whether individually or as part of a grouptrespasses, damages, judgments, executions, and all persons or entities acting bydemands whatsoever, through, or in concert with them or any of them (collectively, “Amarin Released Parties”), from any and all manners of action or actions, claim or claims for relief in law or in equity, suitsasserted or unasserted, 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 known or unknown, and regardless matured or unmatured, which any of whether the claimed injuries and/or damages are not yet known or manifestedAegean Releasors ever had, filed or unfiled, asserted or as yet unassertednow have, or existing or contingentmay have, and regardless of the legal theory or theories of damages against any of them relating to any conduct or action the RBM Releasees from the beginning of the Amarin world to the Execution Date of this Agreement (collecti Aegean Released Parties concerning Claims claims under any other federal, state or local statute, including the subject matter laws of the Lawsuit prior to United States, the execution Xxxxxxxx Islands and Greece, or the law of any other nation. (c) The releases set forth in this Release shall not include: (i) any obligations of any Party set forth in the Agreement and the Confidentiality Agreements, dated April 18, 2018, by and between the Company and each of Xxxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxxxx; or (ii) any matter, claim, action or cause of action arising after the Execution Date of this Settlement Agreement.. [Signature Page Follows]

Appears in 1 contract

Samples: Board Composition Agreement

Mutual Releases. Except for In consideration of the rightspromises herein, duties the Settling Parties hereby release and obligations set forth in this Settlement Agreement, Amarindischarge one another as follows: a. UTC, on behalf of itself and its pastAffiliates, presentpredecessors or successors in interest, and future direct or indirect parentsassigns, subsidiariesemployees, divisions, predecessors, affiliates, shareholdersofficers, directors, ownersagents, partnersrepresentatives, associatesattorneys and administrators, executiveshereby absolutely and unconditionally releases, relinquishes, acquits, and forever discharges Sandoz and its Affiliates, and their licensees, ownerssublicensees, managerscustomers, servantswholesalers, administratorsmanufacturers, suppliers, importers, distributors, insurers, and each of their predecessors or successors in interest, assigns, employees, officers, employeesdirectors, agents, representatives, agents, insurers, attorneys, successors attorneys 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 administrators (collectively, the Omax Released PartiesSandoz Releasees”), 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, demandsduties, liabilities, obligations, offsetsdamages, costs, fees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, accounts, and causes of action whatsoeverof every kind, whether knownnature and description, suspected in law or equity, known 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, and whether or existing not discoverable, arising out of or contingentin any way related to the Sandoz ANDA, the Sandoz ANDA Product, NDA 21-272, and regardless the actions in Sandoz I and/or Sandoz II, including any alleged infringement of UTC’s patent rights by virtue of the legal theory manufacture, use, offer for sale, sale or theories of damages against any of them relating to any conduct or action importation of the Omax Released Parties concerning Sandoz ANDA Product, which UTC ever had from the subject matter beginning of time through and including the Lawsuit prior to the execution Effective Date, provided, however, that nothing herein shall constitute a release of any obligations of Sandoz or its Affiliates under this Settlement Agreement. Except for the rights, duties and obligations set forth in this Settlement Agreement, Omax. x. Xxxxxx, on behalf of itself and its pastAffiliates, presentpredecessors or successors in interest, and future direct or indirect parentsassigns, subsidiariesemployees, divisions, predecessors, affiliates, shareholdersofficers, directors, ownersagents, partnersrepresentatives, associatesattorneys and administrators, executiveshereby absolutely and unconditionally releases, relinquishes, acquits, and forever discharges UTC and its Affiliates, and their licensees, ownerssublicensees, managerscustomers, servantswholesalers, administratorsmanufacturers, suppliers, importers, distributors, insurers, and each of their respective predecessors or successors in interest, assigns, employees, officers, employeesdirectors, agents, representatives, agents, insurers, attorneys, successors attorneys 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 administrators (collectively, the Amarin Released PartiesUTC Releasees”), 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, demandsduties, liabilities, obligations, offsetsdamages, costs, fees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, accounts, and causes of action whatsoeverof every kind, whether knownnature and description, suspected in law or equity, known 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, and whether or existing not discoverable, arising out of or contingentin any way related to the Sandoz ANDA, the Sandoz ANDA Product, NDA 21-272, and regardless the actions in Sandoz I and/or Sandoz II, including any alleged affirmative defense or counterclaim related to the Sandoz ANDA Product which Sandoz ever had from the beginning of time through, and including the Effective Date, provided, however, that nothing herein shall constitute a release of the legal theory obligations of UTC or theories of damages against any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of its Affiliates under this Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement (UNITED THERAPEUTICS Corp)

Mutual Releases. Except for 5.1. Effective as of the rights, duties and obligations set forth in date of this Settlement Agreement, Amarinthe Shareholder, on behalf including itself, its affiliates, its direct and indirect parent and subsidiary entities and investment advisers (including without limitation Polygon Investment Partners LLP and Polygon Investment Partners LP and the partners thereof), the record holder of itself the Series A Preferred and its pastand their respective administrators, presentaffiliates, predecessors, successors, assigns, officers, directors, employees, shareholders, trustees, limited partners, hereby release and forever discharge Depomed, and future direct or indirect parentsits past and present directors, officers and employees, administrators, agents, attorneys, predecessors, successors, subsidiaries, divisions, predecessors, affiliates, shareholdersassigns, directorscustomers, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officers, employees, representatives, agents, insurers, attorneys, successors licensees 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”), other transferees from any and all manners actual or potential causes of action or action, actions, claim or claims for relief claims, and demands whatsoever in law or in equityequity arising on or prior to the date hereof, suitsdirectly or indirectly, liensrelating to the Dispute, contractsthe Certificate, promisesthe Series A Preferred or the Common Stock underlying the Series A Preferred. 5.2. Effective as of the date of this Agreement, liabilitiesDepomed including its administrators, injuries to person affiliates, predecessors, successors, assigns, officers, directors, employees, trustees, and subsidiaries, hereby releases and forever discharges the Shareholder and any of its direct and indirect parent and subsidiary entities and investment advisers (including without limitation Polygon Investment Partners LLP and Polygon Investment Partners LP and the partners therof), and their respective past and present directors, officers and employees, administrators, agents, attorneys, predecessors, successors, subsidiaries, affiliates, assigns, customers, limited partners, licensees and other transferees from any and all actual or propertypotential causes of action, actions, claims, predicate actsand demands whatsoever in law or in equity arising on or prior to the date hereof, damagesdirectly or indirectly, lossesrelating to the Dispute, coststhe Certificate, the Series A Preferred or expensesthe Common Stock underlying the Series A Preferred. 5.3. Nothing herein shall be construed to release either of the Parties from their respective obligations pursuant to this Agreement. 5.4. Each Party has been advised by legal counsel and is familiar with the provision of Section 1542 of the California Civil Code, fixed which provides as follows: 5.5. Each Party knowingly waives any rights it may have under Section 1542, and under any similar provision of any other state or contingentfederal law, direct or indirectand the releases provided in Sections 5.1 and 5.2 include all causes of action, any and all debtsactions, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected demands whatsoever in law or unknown, and regardless of whether the claimed injuries and/or damages in equity that are not yet known or manifested, filed or unfiled, asserted or are not ascertainable 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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 (collectively, “Amarin 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 1 contract

Samples: Shareholder Agreement (Depomed Inc)

Mutual Releases. 1. Except for as limited herein, Plaintiff Xxxxxx hereby irrevocably and unconditionally releases and forever discharges the rightsRemington Defendants, duties their predecessors, successors and obligations set forth assigns, each of their respective past, present and future parent entities, shareholders, partners, members, owners, affiliated entities, subsidiaries, divisions, departments, joint venturers, licensors, licensees, trustees, and all of their respective directors, officers, agents, employees, attorneys, insurers, administrators, successors, and assigns, from any and all claims, demands, actions, causes of action, suits, debts, liens, contracts, liabilities, agreements, costs, expenses, or losses of any type, whether known or unknown, fixed or contingent, suspected or unsuspected, accrued or unaccrued, which Plaintiff Xxxxxx now has, or may hereafter have, of any kind whatsoever; PROVIDED, HOWEVER, that notwithstanding the foregoing or anything else in this Settlement Agreement, AmarinRemington and RACI expressly understand and acknowledge that Plaintiff Xxxxxx is not hereby and does not release his right to continue purchasing insurance through Remington as provided in the Letter Agreement of December 5, on behalf 1996, entered into by and between Plaintiff Xxxxxx, Remington and RACI. 2. Plaintiff Xxxxxx hereby irrevocably and unconditionally releases and forever discharges BRS, their predecessors, successors and assigns, each of itself and its their respective past, present, present and future direct or indirect parentsparent entities, shareholders, partners, members, owners, affiliated entities, subsidiaries, divisions, predecessorsdepartments, affiliatesjoint venturers, shareholders, directors, owners, partners, associates, executiveslicensors, licensees, ownerstrustees, managersand all of their respective directors, servantsofficers, agents, employees, attorneys, insurers, administrators, officerssuccessors, employeesand assigns, representativesfrom any and all claims, agentsdemands, insurersactions, attorneyscauses of action, suits, debts, liens, contracts, liabilities, agreements, costs, expenses, or losses of any type, whether known or unknown, fixed or contingent, suspected or unsuspected, accrued or unaccrued, which Plaintiff Xxxxxx now has, or may hereafter have, of any kind whatsoever. 3. The Remington Defendants, by and on behalf of their predecessors, successors and assigns and/or entities controlling Amarin or under common control with Amarinassigns, whether individually or as part each 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 their respective past, present and future direct or indirect parentsparent entities, shareholders, partners, members, owners, affiliated entities, subsidiaries, divisions, predecessorsdepartments, affiliatesjoint venturers, shareholders, directors, owners, partners, associates, executiveslicensors, licensees, ownerstrustees, managersand all of their respective directors, servantsofficers, agents, employees, attorneys, insurers, 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 groupsuccessors, and all persons or entities acting byassigns, through, or in concert with them or any of them (collectively, “Omax Released Parties”), hereby irrevocably and unconditionally release and forever discharge Plaintiff Xxxxxx from any and all manners of action or claims, demands, actions, claim or claims for relief in law or in equitycauses of action, suits, debts, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, lossesagreements, costs, expenses, or expenseslosses of any type, whether known or unknown, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknownunsuspected, and regardless of whether accrued or unaccrued, which the claimed injuries and/or damages are not yet known or manifested, filed or unfiled, asserted or as yet unassertedRemington Defendants now have, or existing or contingentmay hereafter have, of any kind whatsoever. 4. BRS, by 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 their predecessors, successors and its assigns, each of their respective past, present, present and future direct or indirect parentsparent entities, shareholders, partners, members, owners, affiliated entities, subsidiaries, divisions, predecessorsdepartments, affiliatesjoint venturers, shareholders, directors, owners, partners, associates, executiveslicensors, licensees, ownerstrustees, managersand all of their respective directors, servantsofficers, agents, employees, attorneys, insurers, 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 groupsuccessors, and all persons or entities acting byassigns, through, or in concert with them or any of them, do fully hereby irrevocably and completely, absolutely, expressly and irrevocably unconditionally release and forever discharge Amarin 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 (collectively, “Amarin Released Parties”), Plaintiff Xxxxxx from any and all manners of action or claims, demands, actions, claim or claims for relief in law or in equitycauses of action, suits, debts, liens, contracts, promises, liabilities, injuries to person or property, claims, predicate acts, damages, lossesagreements, costs, expenses, or expenseslosses of any type, whether known or unknown, fixed or contingent, direct or indirect, any and all debts, claims, demands, liabilities, obligations, offsets, and causes of action whatsoever, whether known, suspected or unknownunsuspected, and regardless of whether the claimed injuries and/or damages are not yet known accrued or manifestedunaccrued, filed or unfiled, asserted or as yet unassertedwhich BRS now has, or existing or contingentmay hereafter have, and regardless of any kind whatsoever. 5. In connection with the aforementioned releases, the Parties agree not to xxx one another on any of the legal theory released claims. If a party does so, then the non-violating party shall be entitled to recover from the violating party its or theories of damages against his reasonable attorneys’ fees and costs incurred in defending any of them relating to any conduct or action of the Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementinvolving a released claim.

Appears in 1 contract

Samples: Settlement Agreement (Remington Arms Co Inc/)

Mutual Releases. Except for a. In favor of FCS. The Bank does hereby settle, remise, release, acquit, satisfy and forever release the rightsFCS and FCS’s representatives, duties and obligations set forth in this Settlement Agreementofficials, Amarinpredecessors, on behalf of itself and its pastheirs, present, and future direct or indirect parentssuccessors, subsidiaries, instrumentalities, divisions, predecessors, affiliates, shareholders, directors, ownersinsurers, partners, associates, executives, licensees, owners, managers, servants, administrators, officersassigns, employees, representativesattorneys, 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 other entities and persons or entities acting by, through, under, or in concert with them them, of and from any and all, actions, causes of actions, suits, debts, sums of money, accounts, bills, covenants, controversies, agreements, contracts, promises, damages (including, but not limited to, consequential, incidental, punitive, special or other), judgments, executions, claims, liabilities and demands, whatsoever, at law and in equity (including, but not limited to, claims founded in tort, contract, specific performance or any other legal theory whatsoever), and including without limitation, any and all claims, counterclaims, and causes of themaction, do fully which could have been brought, asserted or maintained in the Action which the Bank ever had or now has against the FCS for, upon, arising from, or by reason of, any matter, cause or thing, whatsoever from the beginning of the world to the date of these presents, whether matured or unmatured, save and completelyexcept for the obligations of this Agreement. b. In favor of the Bank. FCS does hereby settle, absolutelyremise, expressly release, acquit, satisfy and irrevocably forever release the Bank and discharge Omax and its pastthe Bank’s representatives, present and future direct or indirect parentsofficials, predecessors, heirs, successors, subsidiaries, instrumentalities, divisions, predecessors, affiliates, shareholders, directors, ownersinsurers, partners, associates, executives, licensees, owners, managers, servants, administrators, officersassigns, employees, representativesattorneys, 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 other entities and persons or entities acting by, through, under, or in concert with them or any them, of them (collectively, “Omax Released Parties”), and from any and all manners of action or all, actions, claim or claims for relief in law or in equitycauses of actions, suits, liensdebts, sums of money, accounts, bills, covenants, controversies, agreements, contracts, promises, liabilitiesdamages (including, injuries to person but not limited to, consequential, incidental, punitive, special or propertyother), judgments, executions, claims, predicate actsliabilities and demands, damageswhatsoever, lossesat law and in equity (including, costsbut not limited to, claims founded in tort, contract, specific performance or expensesany other legal theory whatsoever), fixed or contingent, direct or indirectand including without limitation, any and all debts, claims, demands, liabilities, obligations, offsetscounterclaims, and causes of action whatsoeveraction, whether known, suspected or unknown, and regardless of whether the claimed injuries and/or damages are not yet known or manifested, filed or unfiledwhich could have been brought, asserted or as yet unassertedmaintained in the Action which FCS ever had or now has against the Bank for, upon, arising from, or existing by reason of, any matter, cause or contingentthing, and regardless whatsoever from the beginning 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 world to the execution date of these presents, whether matured or unmatured, save and except for the obligations 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, 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 (collectively, “Amarin 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement

Mutual Releases. Except Effective upon its receipt of the Settlement Amount, and except as to obligations created herein, GSEI, for the rights, duties and obligations set forth in this Settlement Agreement, Amarin, on behalf of itself and its pastpast and present shareholders, presentofficers, directors, employees, administrators and representatives, hereby fully releases, remises, acquits and forever discharges Mega, and future direct or indirect parentsits affiliates, subsidiariespredecessors and successors, divisionstogether with each of their past and present officers, predecessors, affiliatesdirectors, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officersrepresentatives, employees, representatives, agents, insurersconsultants, attorneys, successors fiduciaries 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”)assigns, 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, actions, losses, judgments, debts, covenants, executions, liabilities, obligationsobligations and expenses of any kind or nature arising out of any acts, offsetsomissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to, or described in the Action or the Investment Agreements, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and causes of action whatsoever, whether known, suspected accrued 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 hereafter maturing. Effective upon execution of this Settlement Agreement. Except Agreement and except as to obligations created herein, Mega, for the rights, duties and obligations set forth in this Settlement Agreement, Omax, on behalf of itself and its pastpast and present shareholders, presentofficers, directors, employees, administrators and representatives, hereby fully releases, remises, acquits and forever discharges GSEI, and future direct or indirect parentsits affiliates, subsidiariespredecessors and successors, divisionstogether with each of their past and present officers, predecessors, affiliatesdirectors, shareholders, directors, owners, partners, associates, executives, licensees, owners, managers, servants, administrators, officersrepresentatives, employees, representatives, agents, insurersconsultants, attorneys, successors fiduciaries 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, do fully and completely, absolutely, expressly and irrevocably release and discharge Amarin 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 (collectively, “Amarin 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, actions, losses, judgments, debts, covenants, executions, liabilities, obligationsobligations and expenses of any kind or nature arising out of any acts, offsetsomissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to, or described in the Action or the Investment Agreements, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and causes of action whatsoever, whether known, suspected accrued 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 Amarin Released Parties concerning the subject matter of the Lawsuit prior to the execution of this Settlement Agreementhereafter maturing.

Appears in 1 contract

Samples: Settlement Agreement (Mega Media Group Inc)

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