Release and Covenant Not to Sue. 7.1. As of the Settlement Effective Date, the Plan (subject to Independent Fiduciary approval as required by Section 2.1) and the Class Members (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns), on their own behalf and on behalf of the Plan, shall fully, finally, and forever settle, release, relinquish, waive, and discharge all Released Parties from the Released Claims, whether or not such Class Members have received or will receive a monetary benefit from the Settlement, whether or not such Class Members have actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed.
Release and Covenant Not to Sue. Respondent, for itself, its agents, assigns, representatives, attorneys, and subrogees, releases and forever discharges the Division, the Secretary of State, and the State of Colorado, and all of their former, current, and successor officers, employees, agents, and attorneys, from any and all claims, actions, causes of action, debts, demands, liabilities, losses, injuries, and/or damages arising from or relating to the Administrative Proceedings. Respondent further expressly agrees and covenants that it will not sue or assert any cause of action, at law or in equity and whether before a court of law or an administrative agency, against the Division, the Secretary of State, or the State of Colorado, or any of their former, current, and successor officers, employees, agents, and attorneys, for any claim arising from or related to the Administrative Proceedings.
Release and Covenant Not to Sue. In consideration of the Sexxxance Payment payable to (and the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subj...
Release and Covenant Not to Sue. RELEASORS, HEREBY FOREVER RELEASE, ACQUIT, DISCHARGE, COVENANT NOT TO SUE, AND AGREE TO INDEMNIFY AND HOLD HARMLESS FOR ANY AND ALL PURPOSES THE COMPANY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, LIMITED PARTNERS (INCLUDING FAMILY LIMITED PARTNERS), GENERAL PARTNERS, EQUITY OWNERS OF ANY TYPE OR CHARACTER, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, LEGAL REPRESENTATIVES, CONSULTANTS, CONTRACTORS, ADVISORS, VOLUNTEERS, AND THE OWNERS AND OPERATORS OF THE PROPERTY IN OFFICIAL AND INDIVIDUAL CAPACITIES, IN THEIR INDIVIDUAL AND REPRESENTATIVE CAPACITIES, JOINTLY AND SEVERALLY, DIRECTLY, AND INDIRECTLY (COLLECTIVELY “RELEASEES”) FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, APPEALS, SUITS, RIGHTS, OBLIGATIONS, DAMAGES, LOSSES, CHARGES, ATTORNEY’S FEES, COSTS, EXPENSES, DEBTS, LIABILITIES, AND DEMANDS WHATSOEVER, WHETHER FORESEEN OR UNFORESEEN, KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, IN LAW, EQUITY OR OTHERWISE, WHICH RELEASORS MAY HAVE, NOW OR IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH PARTICIPANT’S PARTICIPATION IN THE PROGRAM OR PRESENCE ON THE PROPERTY (COLLECTIVELY, “CLAIMS”), INCLUDING, BUT NOT LIMITED TO:
Release and Covenant Not to Sue. NEW BORROWER AND TENANT. New --------------------------------------------------------- Borrower and Tenant, jointly and severally, on behalf of themselves and all of their respective heirs, successors and assigns, remise, release, acquit, satisfy and forever discharge Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, either now accrued or subsequently maturing (but only as to matters arising prior to or on the date of this Agreement), which New Borrower or Tenant now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement, including, without limitation, matters arising out of or relating to (a) the Loan, including, but not limited to, its administration or funding, (b) the Loan Documents, (c) the assumption of the Loan by New Borrower, (d) the consent by Lender to the Requested Actions, (e) the secured indebtedness described in the Loan Documents, (f) the Indebtedness described in Section 1.3 hereof, (g) any other agreement or transaction between any of Borrower Parties or Tenant and any of Lender Parties, and (h) the Project or its development, financing and operation. New Borrower and Tenant for themselves and all of their respective successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising through and including the date of this Agreement.
Release and Covenant Not to Sue. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.
Release and Covenant Not to Sue. Employee, on behalf of Employee’s self and Employee’s heirs, administrators, executors, and assigns, forever releases the Company and its subsidiaries and each of the Company’s and its subsidiaries’ successors, assigns, predecessors, affiliates, divisions, directors, officers, shareholders, employees, representatives, agents, counsel, and insurers, and any persons acting with them (collectively “Released Parties”) from, and covenants not to bring suit or otherwise institute legal proceedings against any of them arising in whole or in part from, all claims that Employee now has or may have or that Employee may hereafter have of any nature whatsoever, that arose out of or are related to any matter occurring prior to the Effective Date (as defined below), be they common law or statutory, legal or equitable, in contract or tort, including but not limited to: (a) all claims arising out of or in any way relating to Employee’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company or its affiliates, including, without limitation, any claims arising under any employment agreement between the Company and Employee or the CIC Agreement; (c) all claims for breach of under any employment agreement between the Company and Employee or the CIC Agreement or other breach of contract, wrongful termination, breach of the implied covenant of good faith and fair dealing or breach of any policy, plan or practice; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorney’s fees, expenses or otherwise) that were or could have been asserted by Employee or on Employee’s behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991, as amended...
Release and Covenant Not to Sue. 5.1. Talbot Holdings Release Effective as of xxx Closing, Talbot Holdings, for itself as well as its subsidiaries (including, without limitation, after the Closing Date, AUHL and its subsidiaries) and their respective successors, agents and assigns, does hereby forever, finally, fully, and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their respective subsidiaries, affiliates, parents, successors, predecessors and assigns, and all of their respective past and present members, managers, employees, officers, directors, agents, representatives, attorneys, insurers, accountants and shareholders, in their individual, official and representative capacities, from and against any and all claims, debts, liabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suits, actions and causes of action whatsoever, at law or in equity, that any of them ever had, now have, or hereafter can, shall or may have, from the beginning of the world to the Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason of any matter, cause or thing whatsoever, including, without limitation, any and all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims arising out of or relating to any breach by AIHL of its obligations under this Agreement or any documents delivered pursuant hereto.
Release and Covenant Not to Sue. 9.1 As of the Settlement Effective Date, the Plans (subject to Independent Fiduciary approval as required by Paragraph 3.1) and all Class Members (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be deemed to have fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and all Released Parties from the Released Claims, whether or not such Class Members have executed and delivered a Former Participant Claim Form, whether or not such Class Members have actually received or read the Settlement Notices, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed.
Release and Covenant Not to Sue. The Employee hereby fully and forever releases and discharges the Company and its parents, affiliates and subsidiaries, including all predecessors and successors, assigns, officers, directors, trustees, Employees, agents and attorneys, past and present, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of Employee’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. The Employee expressly represents that he or she has not filed a lawsuit or initiated any other administrative proceeding against the Company (including for purposes of this Section 2, its parents, affiliates and subsidiaries), and that he has not assigned any claim against the Company (or its parents, affiliates and subsidiaries) to any other person or entity. The Employee further promises not to initiate a lawsuit or to bring any other claim against the Company (or its parents, affiliates and subsidiaries) arising out of or in any way related to Employee’s employment by the Company or the termination of that employment. The forgoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 2 the Change of Control Agreement, (c) claims for indemnification under the Company’s By-Laws, under any indemnification agreement between the Company and the Employee or under any similar agreement or (d) claims solely to enforce the terms of any equity incentive award agreement between the Employee and the Company. This Release will not prevent the Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Employee for personal relief in con...
