Release by Defendant Clause Samples

The 'Release by Defendant' clause serves to formally discharge the defendant from any further liability or claims related to the subject matter of the agreement. In practice, this clause typically specifies that the plaintiff or releasing party waives any right to pursue additional legal action or seek further compensation from the defendant regarding the same dispute or incident. Its core function is to provide finality and certainty for the defendant, ensuring that once the agreement is executed, they are protected from future claims arising from the same set of facts.
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Release by Defendant. “Elixir’s Released Claims” means all claims, including “Unknown Claims” as defined in Section 3.3, that Elixir and its predecessors, successors, parents, subsidiaries, members, as well as their respective present and former officers, directors, members, shareholders, managers, employees, attorneys, agents and other representatives (“Elixir Parties”) may have against Plaintiff, Settlement Class Members that did not timely request exclusion from the Settlement Class, or Class Counsel relating to the institution, prosecution or settlement of the Action or the Released Plaintiff’s Claims, except for claims to enforce any of the terms of this Agreement. Effective immediately upon the Settlement Date, each of the Elixir Parties: (i) shall be deemed to have, and by operation of the Final Order and Judgment shall have, fully, finally, and forever released and discharged Plaintiff, Class Counsel, and Settlement Class Members that did not timely request exclusion from the Settlement Class, from each and every one of Elixir’s Released Claims; (ii) shall forever be enjoined from prosecuting any one of Elixir’s Released Claims; and (iii) agree and covenant not to sue on the basis of any of Elixir’s Released Claims or to assist any third-party in commencing or maintaining any such suit related to any of ▇▇▇▇▇▇’s Released Claims.
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Release by Defendant. Upon entry of the Order of Dismissal with Prejudice, Defendant hereby releases Plaintiffs, their officials, employees, agents, representatives, successors and assigns from any and all claims, demands, actions, causes of action, damages, costs and expenses which Defendant ever had, now have, or hereinafter can, shall, or may have, by reason of anything occurring, done or omitted to be done by Plaintiffs as of, or prior to, the effective date of this Agreement relating to the Lawsuit.
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Release by Defendant. Defendant, on behalf of itself and its current and former parent, subsidiary, and affiliated entities (including Oil States International, Inc. and Oil States Energy Services Holding, Inc.) and each of their current and former officers, directors, partners, owners, shareholders, principals, agents, representatives, employees, attorneys, insurers, employee benefit plans, predecessors, successors, and/or assigns, hereby fully and finally releases, acquits, and forever discharges ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP from any and all claims, liabilities, demands, losses, judgments, actions, suits, causes of action, damages, and interests that it may now or hereafter have, own, or claim to have, including any claims arising under the separate agreement between Defendant and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP dated April 26, 2018 for a credit or reduction of $155,000.00 to be applied against any attorneys’ fees awarded to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in the Action.
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Release by Defendant. Upon the Effective Date and full funding of the Gross Settlement Amount (including all employer payroll taxes owed on the Wage Portion of the Individual Settlement Payments), Defendant hereby fully release Plaintiff and Plaintiff’s heirs, agents, representatives, assigns, executors, and/or anyone on Plaintiff’s behalf (collectively, the “Plaintiff Released Parties”) from all claims or causes of action by reason of any injuries and/or damages or losses, known or unknown, foreseen or unforeseen, patent or latent, which Defendant has sustained or which may be sustained as a result of any facts and circumstances arising out of or in any way related to Plaintiff’s employment with Defendant and the filing of the Action,
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Release by Defendant. Except for the rights and obligations specifically set forth in this Agreement, the Defendant, for itself and its heirs, successors, predecessors, assigns, agents, attorneys, insurers, representatives, employees, officers, directors and any other person or entity acting or purporting to act by, through, under or in concert with them (collectively with the Defendant, the “Defendant Releasors”), hereby release and discharge Plaintiff and its successors, predecessors, assigns, agents, attorneys, insurers, representatives, employees, officers, members, managers and any other person or entity acting or purporting to act by, through, under or in concert with it or her, from any and all debts, damages, liabilities, demands, obligations, costs, expenses, disputes, manner of claims, rights, actions and causes of action, whether known or unknown, vested or contingent, pursuant to federal or state statute, common law or otherwise, which any Defendant Releasor now owns or holds or has at any time heretofore owned or held or has asserted, or hereafter can, shall or may have or assert, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date.
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Release by Defendant. Upon Plaintiff’s receipt of the Settlement Payment pursuant to Section 3.1 (Payment Amounts and Dates), Defendant, on behalf of itself and its Affiliates, hereby irrevocably releases and discharges (a) Plaintiff, (b) Plaintiff’s Affiliates, and (c) Plaintiff’s and its Affiliates’ officers, directors, employees, agents, attorneys, and other representatives, but only insofar as they were acting in their capacities as such on behalf of Plaintiff or its Affiliates, in each case from all actions, causes of action, claims, counterclaims, demands, losses, damages, debts, costs, expenses, attorneys’ fees and liabilities asserted in the Litigation, or otherwise arising out of or relating to the Litigation or Plaintiff’s assertions of patent infringement against Defendant (including, for malicious prosecution or attorneys’ fees), to the extent such actions, causes of action, claims, counterclaims, demands, losses, damages, debts, costs, expenses, attorneys’ fees and liabilities are based on any act or omission of Plaintiff or Plaintiff’s Affiliates occurring on or prior to August 31, 2013, in all cases at law or in equity, whether known or unknown, suspected or unsuspected, disclosed or undisclosed.
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Release by Defendant. Effective immediately upon Plaintiff’s receipt of the payments set forth in Paragraph 1, above, Defendant hereby unconditionally and absolutely releases and discharges Plaintiff and each of its subsidiaries, affiliates, members, managers, officers, directors, agents, and employees (collectively, the “Plaintiff Releasees”) from any and all claims, contentions, demands, causes of action at law or in equity, suits, debts, sums of money, accounts, reckonings, executions, demands, liens, agreements, notes, obligations, or liabilities of any nature, character or description whatsoever, whether known or unknown, contingent or matured, which Defendant has, had or may now or hereafter have against the Plaintiff Releasees, by reason of any matter, event, thing or state of facts occurring, arising, done, omitted, or suffered to be done from the beginning of the world to the date hereof, including, without limitation: (a) any claim and/or cause of action that could have been asserted in this Action or any other litigation or legal proceeding of any kind between or among the parties hereto; and (b) any claim based upon the breach of any obligation or duty, contractual, fiduciary, or otherwise, that may be or may have been owed by the Plaintiff or the Plaintiff Releasees to the Defendant based on any set of facts occurring on or prior to the Effective Date, except for Plaintiff’s obligations under this Agreement and Plaintiff’s indemnification obligations set forth in Section 9 of the Underwriting Agreement, which shall remain in full force and effect.
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Release by Defendant. Defendant releases all claims of any kind or nature that have been or could have been asserted against Plaintiff ▇▇▇▇▇▇, her agents, or Class Counsel relating to the claims in this lawsuit, or the filing or prosecution of any lawsuit relating to such claims. This Release shall not apply to claims held by any of the Class Members other than Plaintiff ▇▇▇▇▇▇.
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Release by Defendant. Defendant will release all counterclaims asserted in response to the Demands for Arbitration as to all members of the Settlement Class who participate in, and do not opt-out of, the settlement.
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Related to Release by Defendant

  • RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees allowing me to participate in wilderness activities I hereby agree as follows:

  • 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, released, relinquished, waived, and discharged any and all Released Claims. The Class Representatives, Class Members and the Plan acknowledge and shall be deemed by operation of the Final Order to have acknowledged that the foregoing waiver was bargained for separately and is a key element of the Settlement embodied in this Settlement Agreement of which this release is a part. 7.4. Each Class Representative, each Class Member, and the Plan hereby stipulate and agree with respect to any and all Released Claims that, upon entry of the Final Order, the Class Members shall be conclusively deemed to, and by operation of the Final Order shall, settle, release, relinquish, waive, and discharge any and all rights or benefits they may now have, or in the future may have, under any law relating to the releases of unknown claims pertaining specifically to Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Also, the Class Representatives, Class Members and the Plan shall, upon entry of the Final Order with respect to the Released Claims, waive any and all provisions, rights and benefits conferred by any law or of any State or territory within the United States or any foreign country, or any principle of common law, which is similar, comparable or equivalent in substance to Section 1542 of the California Civil Code.

  • Notification and Defense of Claims The Indemnitee agrees promptly to notify the Indemnitors in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitors will not relieve the Indemnitors from any liability that the Indemnitors may have to Indemnitee under this Agreement unless the Indemnitors are materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitors of the commencement thereof: (A) The Indemnitors will be entitled to participate therein at their own expense. (B) Except as otherwise provided below, the Indemnitors will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitors to Indemnitee of the Indemnitors’ election so to assume the defense thereof, the Indemnitors will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitors of the Indemnitors’ assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment by counsel by Indemnitee has been authorized by the Indemnitors, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitors and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitors could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitors. The Indemnitors shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitors, or as to which Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against Indemnitee of the type referred to in clause (c) above. (C) The Indemnitors shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitors’ written consent. The Indemnitors shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Indemnitors nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.