Release; Covenant Not to Sue. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges Agent and each Lender, and any and all of their respective participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified.
(b) Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by any Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, such Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a ...
Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative Agent, FILO Agent and each Lender, and any and all partners, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, obligations, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, however, that the foregoing release and covenant not to sue set forth below shall not apply to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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.” Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as...
Release; Covenant Not to Sue. 4157-6934-3555
(a) Each Loan Party, on behalf of itself and its Subsidiaries, successors, assigns, heirs and other legal representatives, absolutely, unconditionally and irrevocably releases, waives, relinquishes, remises and forever discharges the Administrative Agent, the Lenders, each of their respective Affiliates and Related Funds, each of their respective successors and assigns, and each of their respective present and former parents, shareholders, participants, trustees, partners, subsidiaries, directors, officers, attorneys, employees, agents, accountants, consultants and other representatives (collectively, the “Releasees”), from all claims, demands, obligations, liabilities or causes of action of any kind or nature, whether arising in law or equity or under contract or tort or under any state or federal law or otherwise, which any Loan Party, any Subsidiary or any of its successors, assigns or other legal representatives has had, now has or has made claim to have against any Releasee by reason of any direct or indirect act, omission, or cause, existing on or before the date of this Amendment (collectively, “Claims”), whether such Claims are matured or unmatured or known or unknown. Each Loan Party, on behalf of itself and its Subsidiaries, successors, assigns, heirs, and other legal representatives, hereby absolutely, unconditionally and irrevocably covenants in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, waived, relinquished, remised and discharged pursuant to this Section. If any Loan Party or any of its Subsidiaries, successors, assigns, heirs or other legal representatives violates the foregoing covenant, each Loan Party agrees to pay, on a joint and several basis, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs reasonably incurred by any Releasee as a result of such violation.
(b) Each Loan Party acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted or attempted in breach of the provisions of such release.
Release; Covenant Not to Sue. (a) FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, EACH CREDIT PARTY, ON BEHALF OF ITSELF AND EACH OF ITS SUBSIDIARIES, AND ITS AND SUCH SUBSIDIARIES’ RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), THE COLLATERAL AGENT (AND ANY SUB-AGENT THEREOF), EACH LEAD ARRANGER, EACH LENDER (WHETHER OR NOT A PARTY HERETO), THE SWINGLINE LENDER AND THE ISSUING BANK, AND THE RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, ADVISORS, AUDITORS, AGENTS AND OTHER REPRESENTATIVES OF ANY OF THE FOREGOING PERSONS (EACH, A “RELEASED PARTY”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER (EACH, A “RELEASED CLAIM”), KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING AT ANY TIME ON OR BEFORE THE EFFECTIVE DATE, THAT IN ANY WAY RELATE TO OR ARISE FROM THIS AGREEMENT, THE CREDIT AGREEMENT, ANY OTHER CREDIT DOCUMENT, ANY EXTENSION OF CREDIT OR ANY TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER, WHICH SUCH RELEASING PARTY MAY HAVE AGAINST ANY RELEASED PARTY AND IRRESPECTIVE OF WHETHER OR NOT ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR THE NEGOTIATION, EXECUTION OR IMPLEMENTATION OF THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
Release; Covenant Not to Sue. In exchange for the consideration outlined in Paragraph 1 above, you (on behalf of yourself, your heirs, your executors, and your assigns and all persons who might have claims deriving from your own) unconditionally, and to the maximum extent permitted by law, waive and release any and all lawsuits, debts, obligations, demands, judgments, damages, or causes of action that may lawfully be released by private agreement (referred to in this Letter Agreement as “claims”) you have or might have against the Company and any of its predecessors, parents, subsidiaries, divisions, affiliates, and related entities, including Teladoc Health, Inc. or any of their past and present owners, officers, directors, shareholders, members, managing members, agents, attorneys, employees, successors, and all other related or affiliated persons (with regard to individuals, the definition includes in their individual capacity and corporate capacity), firms, or entities (“Released Parties”), arising from or related to your employment with and/or the termination of your employment from the Company. These claims include, but are not limited to, all claims, whether known or unknown, arising up to and including the date you sign this Letter Agreement, whether under contract, tort, statute, equity, or common law, including any and all foreign, federal, state, and/or local constitutional, statutory, regulatory, or common law. Released claims include, but are not limited to, those covered by the Americans with Disabilities Act, the Age Discrimination In Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Family and Medical Leave Act (“FMLA”), the Employee Income Retirement and Security Act (“ERISA”), Washington Law Against Discrimination (RCW 49.60), the Washington Prohibited Employment Practices Law (RCW 49.44), the anti-retaliation provisions of the Washington Industrial Insurance Act (RCW 51.48) and Washington Industrial Safety and Health Act (RCW 49.17), the Washington Whistleblower Act (RCW 42.40), the Washington Minimum Wage Act (RCW 49.46), the Washington Industrial Welfare Act (RCW 49.12), the Washington Agricultural Labor Law (RCW 49.30), the Washington Hours of Labor Law (RCW 49.28), Washington’s statutes related to wages (including RCW 49.48 and RCW 49.52), the Washington Veterans Employment and Reemployment Act (RCW 73.16), the Washington Military Family Leave Act (RCW 49.77), the Washington Domestic Violence Leave Law (RCW 49.76), the Washington Family Care Act and...
Release; Covenant Not to Sue. (a) If the Closing occurs, then the Shareholders hereby release Parent, the Acquisition Corp. and the Company, and their agents, representatives, successors and assigns (collectively, the "RELEASED PARTIES") from any and all Claims (as defined herein) that any of the Shareholders may have or may have had against any or all of the Released Parties arising out of or in connection with any transactions between the Shareholders and any or all of the Released Parties prior to, or arising from or with respect to any fact, circumstance, act or omissions occurring prior to or on the Closing Date.
(b) If the Closing occurs, the Shareholders covenant not to sue xx otherwise institute, cause to be instituted or in any way participate in, any legal or administrative proceeding against any of the Released Parties with respect to any claims (as defined by 29 35 Section 101 of the United States Bankruptcy Code, as amended), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of every name and nature, both at law and in equity, whether known or unknown (collectively, the "CLAIMS"), that the Shareholder or the Company now has, ever had or may, at any time, claim to have had against any of the Released Parties. This covenant shall not apply to Claims based upon acts or omissions by a Released Party first occurring after the Closing Date. The Shareholders represent and warrant that they have not voluntarily or involuntarily assigned or suffered any transfer of any of the Claims to any other person or entity, and they agree to indemnify and hold harmless the Released Parties from and against any loss, damage, liability, cost and expense (including, but not limited to, attorneys' fees incurred in connection therewith or in connection with enforcing this indemnity) asserted against, imposed on or incurred by any Released Parties by reason of any such Claims which were effectively or purportedly assigned or transferred by the Company or the Shareholders.
Release; Covenant Not to Sue. (a) In consideration of the guarantee of the Severance Payment and the other consideration set forth herein, to which Employee would otherwise not be entitled, Employee (for himself, his heirs and his personal representatives) hereby releases and discharges the Company, their respective principals, owners, affiliates, parents, subsidiaries, successors and predecessors, and all of their respective principals, owners, shareholders, affiliates, parents, subsidiaries, successors, predecessors, partners, employees, agents, officers and directors (collectively "Released Parties") for any and all claims and/or causes of action, known or unknown, from the beginning of time through the date hereof, which Employee may have or could claim to have against the Released Parties, except for such claims arising solely from Employee's status as a shareholder, option holder, elected officer or director of the Company. This general release includes, but is not limited to, all claims arising from Employee's status as an employee of the Company and all claims arising from or during Employee's employment, all claims arising from the termination of the Employee's employment, and all claims arising under federal, state or local laws prohibiting employment discrimination based upon age, race, sex, handicap, disability, national origin or any other protected characteristic, including, but not limited to, any and all claims arising under the common law, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act and/or claims growing out of any other federal, 7 state or local statute, rule or ordinance or any other legal restrictions, expressed or implied, on the Company's right to control or terminate the employment of its employees.
(b) Employee hereby on advice of counsel has freely and knowingly waived the twenty-one (21) day consideration period provided for releases under the Americans with Disabilities Act. Employee shall have until the close of business on July 6, 2000 such date being seven days after the date hereof, to revoke this Agreement in writing and, if Employee revokes this Agreement in writing prior to the close of business on July 6, 2000, this Agreement shall be null and void and have no further force and effect. 8
Release; Covenant Not to Sue. Each Borrower and each other Loan Party Obligor on behalf of itself and its successors, assigns, heirs and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Released Parties of and from any and all liability, including all actual or potential claims, demands or causes of action of any kind, nature or description whatsoever, whether arising in law or equity or under contract or tort or under any state or federal law or otherwise, which any Borrower or any Loan Party or any of their successors, assigns or other legal representatives has had, now has or has made claim to have against any of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever, including any liability arising from acts or omissions pertaining to the transactions contemplated by this Amendment and the other Loan Documents, whether based on errors of judgment or mistake of law or fact, from the beginning of time to and including the date hereof, whether such claims, demands and causes of action are matured or known or unknown. Notwithstanding any provision in the Loan Agreement to the contrary, this Section shall remain operative even after the Termination Date and shall survive the payment in full of all of the Loans.
Release; Covenant Not to Sue. Executive agrees that, in consideration for the agreements and covenants herein, and for the Monthly Separation Payments, he, for himself, his heirs, executors, administrators, and assigns, hereby releases, waives, and forever discharges Nucor, its predecessors, successors and assigns, and its present and former officers, directors, managers, members, employees, agents, representatives, trustees, employee benefit plans and programs (and the trustees, administrators, fiduciaries, and insurers of such plans and programs) (collectively, the “Nucor Releasees”), from any and all claims or liabilities of whatever kind or nature which he ever had or which he now has, known or unknown, against any and all Nucor Releasees that are attributable to or arose during all periods of time occurring on or prior to the Effective Date, including, but not limited to, any claims arising under or pursuant to any employment agreements (including the Executive Agreement); claims for bonuses, severance pay, employee or fringe benefits not specifically provided for in Paragraph 2 above; claims based on any state or federal wage, employment, or common laws, statutes, or amendments thereto, including, but not limited to: (i) any claim under the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., or COBRA; (ii) any race, color, religion, sex, or national origin discrimination claims under Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000(e) et seq.; (iii) any claim of disability discrimination under the Americans with Disabilities Act, 42 U.S.C. § 12102 et seq.; (iv) any claim of retaliation or wrongful discharge, (v) any age discrimination claims under the Age Discrimination in Employment Act, as amended (“ADEA”), 29 U.S.C. § 621 et seq.; (vi) any claim under the Fair Labor Standard Act of 1939 as amended, 29 U.S.C.§ 201 et seq.; or (vii) any claim under the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; and any other claims related to or arising out of his employment relationship with Nucor or the termination thereof whether based on contract, quasi-contract, quantum meruit, implied contract, tort, wrongful or constructive discharge or any other employment-related claim (collectively, the “Released Claims”). Notwithstanding the foregoing, the Released Claims do not include any claims that Executive may have for incentive compensation earned under or pursuant to the Nucor Corporation Senior Officers Annual Incentive Plan or the Nucor Corporatio...
Release; Covenant Not to Sue. Other than the parties’ indemnification obligations under this Settlement, upon the Transfer Date, each of Trees, on the one hand, and Green Tree, on the other hand, knowingly and voluntarily (for each such party, as well as, to the extent applicable, a party’s heirs, executors, administrators and assigns) releases and forever discharges the other party, its subsidiaries, affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns as well as any direct or indirect owners thereof (collectively, on behalf of either Trees or Green Tree, as applicable, the “Released Parties”) from and against any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Transfer Date) and whether known or unknown, asserted or unasserted, direct or indirect, suspected, or claimed against a party or any Released Parties which the other party may have, which arise out of or are connected with, directly or indirectly, the APA, the Original Assets, the Transferred Assets, the transactions contemplated thereby, or any rights, obligations or liabilities in connection therewith (the “Release”). For the avoidance of doubt, notwithstanding any party’s breach of this Settlement and notwithstanding the completion of the Transfer, Trees irrevocably waives Section 5.8 of APA as it applies to Green Tree, directly or indirectly. Notwithstanding anything to the contrary herein, this Release shall not cover and shall specifically exclude Green Tree’s rights and claims directly arising out of future instances of fraud by Trees that Green Tree may have strictly in their role as shareholders of XXXX. The Original GT Sellers are intended third party beneficiaries of this Release. The parties agree and acknowledge that Xxxxxxx Xxxxxx is neither a releasee or a releasor under this Release nor is he a party to this Settlement.
