Release and Covenant Not to Sue Sample Clauses
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.
7.2. As of the Settlement Effective Date, the Class Representatives, the Class Members and the Plan (subject to Independent Fiduciary approval as required by Section 2.1), expressly agree that they, acting individually or together, or in combination with others, shall not sue or seek to institute, maintain, prosecute, argue, or assert in any action or proceeding (including but not limited to an IRS determination letter proceeding, a Department of Labor proceeding, an arbitration or a proceeding before any state insurance or other department or commission), any cause of action, demand, or claim on the basis of, connected with, or arising out of any of the Released Claims. Nothing herein shall preclude any action to enforce the terms of this Settlement Agreement in accordance with the procedures set forth in this Settlement Agreement.
7.3. Class Counsel, the Class Representatives, Class Members, or the Plan may hereafter discover facts in addition to or different from those that they know or believe to be true with respect to the Released Claims. Such facts, if known by them, might have affected the decision to settle with the Released Parties, or the decision to release, relinquish, waive, and discharge the Released Claims, or the decision of a Class Member not to object to the Settlement. Notwithstanding the foregoing, each Class Member and the Plan shall expressly, upon the entry of the Final Order, be deemed to have, and, by operation of the Final Order, shall have fully, finally, and forever settled, releas...
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. 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. (A) The Plaintiff Releasing Parties finally and forever release and discharge from, and covenant not to sue or assist any third party in commencing or maintaining any suit or action against, the DB Released Parties for any and all manner of claims, including Unknown Claims, causes of action, cross-claims, counter-claims, charges, liabilities, demands, judgments, suits, obligations, debts, setoffs, rights of recovery, or liabilities for any obligations of any kind whatsoever (however denominated), whether class or individual, in law or equity or arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for fees, costs, penalties, fines, debts, expenses, attorneys’ fees, and damages, whenever incurred, and liabilities of any nature whatsoever (including joint and several), known or unknown, suspected or unsuspected, asserted or unasserted, which any Class Plaintiffs or Class Members ever had, now has, or hereafter can, shall or may have, representatively, derivatively or in any other capacity, against the DB Released Parties arising from or relating in any way to conduct alleged in the Action or that could have been alleged in the Action against the DB Released Parties, regardless of the source of law or other authority relied upon, concerning U.S.-Related Transactions in any Silver Instrument at any time from January 1, 1999 through the date of the Settlement Agreement (the “Plaintiff Released Claims”). The definition of “Plaintiff Released Claims” is intended to have the broadest possible application, but, for the avoidance of doubt, Plaintiff Released Claims does not include claims that arise exclusively under foreign law and that relate to transactions in Silver Instruments for which irrevocable liability was incurred, or title was passed, entirely outside the United States.
(B) The DB Releasing Parties finally and forever release and discharge from and covenant not to sue the Plaintiff Released Parties for any and all manner of claims, including Unknown Claims, causes of action, cross-claims, counter-claims, charges, liabilities, demands, judgments, suits, obligations, debts, setoffs, rights of recovery, or liabilities for any obligations of any kind whatsoever (however denominated), whether class or individual, in law or equity or arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for fees, costs, penalties, fines, debts, expenses, attorneys’ fees, and damages, whenever incu...
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:
a. Injuries to Participant, including death, before, during or after resulting from the negligent act or omission of any of the RELEASEES, WHETHER CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.
b. Participant’s exposure to or infection by COVID-19 or other infectious diseases or virus resulting from attending the Program. PARTICIPANT UNDERSTANDS THE RISK OF BECOMING EXPOSED TO OR INFECTED BY COVID-19 OR OTHER INFECTIOUS DISEASES OR VIRUS AT THE PROGRAM MAY RESULT FROM THE ACTIONS, OMISSIONS, OR NEGLIGENCE OF PARTICIPANT AND OTHERS, INCLUDING, BUT NOT LIMITED TO, THE RELEASEES. PARTICIPANT VOLUNTARILY AGREES TO ASSUME ALL OF THE FOREGOING RISKS AND ACCEPT SOLE RESPONSIBILITY FOR ANY INJURY TO PARTICIPANT (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DISABILITY AND DEATH), ILLNESS, OR CLAIMS OF ANY KIND THAT PARTICIPANT MAY INCUR IN CONNECTION WITH PARTICIPATION IN THE PROGRAM. THIS RELEASE INCLUDES ANY CLAIMS BASED ON THE ACTIONS, OMISSIONS, OR NEGLIGENCE OF RELEASEES, WHETHER A COVID-19 OR OTHER INFECTIOUS DISEASE OR VIRUS INFECTION OCCURS BEFORE, DURING OR AFTER PARTICIPATION IN ANY PROGRAM.
c. Participant’s participation in the Program, Participant’s travel to or from the Program, or Participant’s presence on Property owned, leased, or operated by Releasees, INCLUD...
Release and Covenant Not to Sue a. In consideration of the obligations of Sulzer as set forxx xx xxx Settlement Agreement, I, the undersigned Class Member, individually and for my heirs, beneficiaries, agents, estate, executors, administrators, personal representatives, successors and assignees, and/or, if my claim is that of a representative of a person who was implanted with an Affected Product or of the person who has a Derivative Claim arising out of the implantation of the Affected Product, in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer and all other Released Parties as to all Settled Cxxxxx. X xnderstand that certain principles of law provide that a release may not extend to claims that I do not know or suspect to exist. I am aware that I may discover claims presently unknown or unsuspected or facts in addition to or different from those which I now believe to be true with respect to the matters released herein which may be applicable to this Settlement. Despite such principles of law, I HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future out of or relating to the purchase, use, manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of an Affected Product THAT I MAY HAVE AGAINST ANY RELEASED PARTY. BLUE FORM - 6
b. For purposes of the Release and Covenant Not to Sue, the terms "Settled Claims" and "Released Parties" are dexxxed as set forth in the Settlement Agreement, which is incorporated by reference.
c. I agree that acceptance of benefits pursuant to the Settlement Agreement settles any lawsuit previously initiated by me, if any, asserting any Settled Claim against Sulzer or any other Released Party, and I stipulate and agree to the dismissal of all such claims, suits and proceedings, with prejudice and without costs and agree to cooperate as reasonably requested in order to effectuate such a dismissal.
Release and Covenant Not to Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges 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, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties 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 completion of the Requested Actions ("Acquisition Date"), including, without limitation, matters arising out of or relating to (a) the Loan, (b) the Loan Documents, (c) the Debt, (d) the Project, and (e) any other agreement or transaction between Borrower Parties or any one of them and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) – (d) above. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees 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.
Release and Covenant Not to Sue. In exchange for the payments set forth in the CIC Agreement, Employee, on behalf of Employee 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 “Releasees”) 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 execution date, be they common law or statutory, legal or equitable, in contract or tort, including but not limited to claims arising out of the CIC Agreement, the Employee’s employment with the Company, and including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000e, et seq.); the Civil Rights Act of 1991; the Civil Rights Acts of 1866 or 1871 (42 U.S.C. §§1981, 1983, 1985, et seq.); the Americans with Disabilities Act of 1990 (“ADA”); the Employment Retirement Income Security Act of 1974 (“ERISA”); the Fair Labor Standards and the Equal Pay Acts (“FLSA”); the Family and Medical Leave Act (“FMLA”); Age Discrimination in Employment Act (“ADEA”); Older Worker Benefit Protection Act (“OWBPA”); the Workers Adjustment and Retraining Notification Act (“WARN”); the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”); Occupational Health & Safety Act (“OSHA”); New York Human Rights Law; the West Virginia Human Rights Act; Massachusetts Wage Act; S.D. Codified Laws § 20-7-11; N.D. Cent. Code § 9-13-02; the California Fair Employment and Housing Act; the California Family Rights Act; California Labor Code section 201, et seq. and section 970, et seq.; the California Constitution; and any similar state or local or other applicable jurisdiction’s laws; claims relating to any rights under company policies or otherwise relating to compensation or benefits (including but not limited to sales commission); claims for damages of
(a) The Company hereby advises Employee and Employee acknowledges that Employee has been so advised, to consult with an attorney before executing this Release.
(b) Employee acknowledges that, before entering into this Rele...
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...