Release by Defendants. For and in consideration of the payment referenced above, as well as the covenants and/or promises contained herein, DEFENDANTS, on behalf of themselves and their predecessors, successors, subsidiaries, affiliates, parents, and their present and former owners, operators, employees, trustees, and beneficiaries, and their heirs and assigns, hereby fully, forever, irrevocably and unconditionally release, remise and discharge the MEYERS RELEASED PARTIES, from any xxx xll claims, charges, complaints, suits, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature and description whatsoever which they ever had or now have, known or unknown, direct or indirect, whether concealed or hidden, asserted or that might have been asserted against the MEYERS RELEASED PARTIES from the bxxxxxxng of time up to and including the date of this Agreement, including claims that DEFENDANTS does not know of or suspect exist in its favor at the time of this Agreement which, if known by DEFENDANTS might have affected its settlement with and release of the MEYERS RELEASED PARTIES, includinx, xxx not limited to, any and all claims which were the subject of the Actions; from the beginning of time up to and including the date of this Agreement. This release is intended to be a general release in favor of the MEYERS RELEASED PARTIES, and as brxxx xx the law allows.
Release by Defendants. Except for any claims arising from a breach of this Agreement or the Third Amendment, Defendants on behalf of themselves, their past, present, and/or future parents, subsidiaries, divisions, brother and sister corporations, affiliates, general and limited partners, shareholders, members, and other direct or indirect beneficial and legal owners, and each of its or their predecessors, successors, licensees, sub-licensees, and assigns; and each of all of the foregoing’s past, present, or future heirs, executors, administrators, and/or purchasers; and each of all the foregoing’s past, present, or future representatives, attorneys, agents, officers, directors, employees, contractors, and/or trustees, all acting in their capacity as such (collectively, the “Tesaro/GSK Release Parties”); hereby forever release and discharge the AnaptysBio Release Parties of and from any and all manner of action, claim or cause of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, demands, losses, damages, costs or expenses, known or unknown, which exist at the time of the Effective Date of this Agreement, and which arise out of or relate (directly or indirectly) to the claims asserted in the Action, including but not limited to (i) claims that were alleged or could have been alleged in the Action, and (ii) claims related in any way to alleged violations of AnaptysBio’s obligations under the Collaboration Agreement; and (iii) claims related in any way to liability by AnaptysBio or any other released party (e.g. affiliates) relating to AnaptysBio’s obligations under the Collaboration Agreement or any obligations by any other released party ostensibly due Defendants.
Release by Defendants. Except as otherwise expressly provided for and set forth in this Agreement, DEFENDANTS, for themselves and their agents, successors, assigns, representatives and attorneys, and each of them, do hereby release and forever discharge PLAINTIFFS, and their directors, trustees, officers, employees, agents and consultants acting in such capacity on behalf of or in the course of their duties for PLAINTIFFS, and each of them, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, losses, costs, or expenses of any nature whatsoever, whether known or unknown, fixed or contingent, which DEFENDANTS have or may hereafter have against PLAINTIFFS, or any of them, by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof; provided, however, that this release shall have no effect with respect to the License Agreement of June 23, 1989 between LIGAND and FOUNDATION, and this release, while applicable to claims for breach of, and to all events relating to, the Compound Evaluation Agreement occurring before the effective date, does not affect the rights and obligations of SRI and LIGAND under the Compound Evaluation Agreement to the extent provided under Article 4 of this Agreement. The matters released pursuant to this Section 3.02 are herein referred to as "Defendant's Released Claims." Nothing herein will release LIGAND from its obligations to make royalty payments on Improvement Compounds arising under the Compound Evaluation Agreement.
Release by Defendants. GNS, GEF, and iDial (including GlobalNet Corporation) on behalf of themselves and their agents, officers, directors, employees, representatives, attorneys, successors, and assigns, each hereby releases and discharges forever Titan, and/or its current and former agents, officers, directors, employees, representatives, attorneys, successors, and assigns from any and all claims, counterclaims, and causes of action arising from or relating to: (a) the Settlement Agreement; (b) the Litigation; (c) the Stock Purchase Agreement; (d) the Guarantee; and (e) the Promissory Note (although in the case of GNS and GEF, only those claims that have arisen since the execution of the Settlement Agreement or that were otherwise not released and discharged pursuant to the Settlement Agreement). Defendants understand that the claims and causes of action released and discharged in this Section 3 include without limitation any claims for beach of contract, fraud, and/or fraudulent inducement and any claims pursuant to any federal or state statute relating to unfair and deceptive trade practices. GNS, GEF, and iDial each agree not to file any claim or lawsuit seeking damages or other relief or asserting any claims that are lawfully released in this Section 3. GNS, GEF, and iDial each further hereby irrevocably and unconditionally waive any and all rights to recover any relief and damages concerning the claims that are lawfully released in this Section 3. GNS, GEF, and iDial each represents and warrants that it has not previously filed or joined in any such claims against Titan, and that it has not given or sold any portion of any claims released herein to anyone else, and that he/she/it will indemnify and hold harmless the persons and entities released herein from all liabilities, claims, demands, costs, expenses and/or attorney's fees incurred as a result of any such assignment or transfer. The parties expressly acknowledge that Defendants have not released any claims arising after the Effective Date of this Agreement, including claims relating to the enforcement of this Agreement.
Release by Defendants. Provided that the Effective Date occurs, defendants and each of their respective predecessors, successors, parents, subsidiaries, affiliates, and assigns, hereby release Cruz, Price, Edgemon, Davenport, Bergeron, Schnurer, and all Class Members, as well as each of their heirs, representatives, successors, assigns, trusts, executors, and attorneys, from any and all claims based on or arising from acts, omissions, or events leading to the filing of the Xxxx action or the Price action, including without limitation any claim for malicious prosecution or abuse of process.
Release by Defendants. Defendants hereby release and forever discharge Plaintiff, its representatives, successors, assignees or beneficiaries, and any and all persons, firms, associations, officers, subsidiaries, agents, employees, successors and assigns, including, but not limited to, insurers who are or may ever become liable to Defendants, for any and all liability, negligence, claims, demands, damages, actions, liens, promises, trespasses, judgments, executions, debts, accounting, and causes of action of every kind, including any claim for interest on this settlement or any claim for attorney fees, known or unknown, relating to the Xxxxx and Xxxxxx Parcels, which were, or could have been, raised in the Litigation.
Release by Defendants. In further consideration of the foregoing, USGN, Xxxxxx and USDR (collectively, “Defendants”), on behalf of themselves and their respective officers, directors, parent corporations, subsidiary and affiliate corporations, employees, agents, servants, attorneys, heirs, executors, representatives, administrators and assigns, does hereby release and discharge Everest, and its respective officers, directors, parent corporations, subsidiary and affiliate corporations, employees, agents, servants, attorneys, heirs, executors, representatives, administrators and assigns, jointly and severally, from any and all rights, claims, debts, demands, acts, agreements, liabilities, obligations, damages, costs, fees (including, without limitation, those of attorneys), expenses, actions, and/or causes of action of any nature whatsoever.
Release by Defendants. Upon the Effective Date, the Released Parties shall be deemed to have, and by operation of the Final Approval Order and Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Defendants’ Claims against the Releasing Parties (including Unknown Claims).
Release by Defendants. Except as set forth in subparagraphs 2(b)(i) through (iii) below, and as necessary to enforce the terms of this Agreement, each of the Defendants, for itself and its successors and assigns, completely releases, acquits and forever discharges DIMON and Tabex and their respective present and former officers, directors, agents, professional advisors, employees and Affiliates from any and all claims, suits, demands, debts, causes of action and damages whatsoever, whether at common law, in equity (including, but not limited to, all claims arising under the Stock Purchase Agreement, the Asset Purchase Agreement, the Coordinating Agreement, the Employment Agreement, the Consulting Agreement and any related document or agreement) or pursuant to any statutory or regulatory right of action (including, without limitation, claims or rights of action under the securities laws of the United States, any State or territory of the United States or of any foreign country) which any of the Defendants ever had, now has, or may in the future have for, upon, or by reason of any matter, cause or thing whatsoever whether for known or unknown, accrued or unaccrued, pled or unpled, foreseen or unforeseen, past, present or future harm, damages, losses, debts, pecuniary or nonpecuniary damages or injury from the beginning of time to the
(i) the rights of Folium and Tabacalera with respect to the proceeds of the COISA litigation as set forth in 5.5(b) of the Stock Purchase Agreement; (ii) the rights of Folium, Tabacalera and their officers, directors, employees, agents and Affiliates to obtain indemnity from DIMON on the terms and conditions of Article XII of the Stock Purchase Agreement with respect to any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to any misrepresentations or breach of warranty contained in Section 3.02 or 3.10 of the Stock Purchase Agreement, which representations and warranties shall survive for the periods set forth in Section 11.01 of the Stock Purchase Agreement; and (iii) the rights of Xxxxx and its officers,
Release by Defendants. Subject to subparagraph 4.C., upon the completion by Xxxxxx Tire of its obligations set forth in paragraph 3 of this Agreement, Defendants and all of their agents, representatives, officers, directors, employees, subsidiaries, affiliates, trustees, advisors, accountants, attorneys, successors and assigns hereby release, acquit, and forever discharge Plaintiff, Xxxxxx Tyre UK, and all of their agents, representatives, officers, directors, employees, subsidiaries, affiliates, trustees, advisors, accountants, attorneys, successors and assigns from any and all claims, counterclaims, demands, damages, causes of action, suits, rights to legal remedies, rights to equitable remedies, rights to payment, liabilities, costs and interests of any kind relating to arising under or in connection with the Stock Purchase Agreement, the Tax Refunds or any other arrangements or agreements between Defendants and/or their subsidiaries or affiliates on one hand and Plaintiff, Xxxxxx Tyre UK, and/or any of their subsidiaries or affiliates on the other, including attorneys’ fees and costs, whether known or unknown, in law, equity or otherwise, from the beginning of time through the Release Date. For the avoidance of doubt, Defendants understand and agree that, as of the Release Date, Plaintiff has no duty or obligation to indemnify Holdings or any of its subsidiaries or affiliates for any taxes imposed on or payable with respect to the Sold Companies and their direct and indirect majority or wholly-owned subsidiaries. Further, Plaintiff and Xxxxxx Tyre UK and their affiliates have no obligation to make any payments related to the “Xxxxx Plan” as set out in Paragraph 5.7 of the Stock Purchase Agreement, and Defendants have no right to be reimbursed for any payments made or to be made with respect to the “Xxxxx Plan.”
