Common use of Releases and Covenant Not to Xxx Clause in Contracts

Releases and Covenant Not to Xxx. Each of the parties agrees as follows: (a) In consideration for the Company and the Bank entering into this Agreement, Xx. Xxxxx agrees to forever release and discharge, and covenants not to xxx or make any claim against, the Company or the Bank; each of the present, former, and future parent companies, subsidiaries, affiliates, predecessors, successors, and assigns of the Company or the Bank; each of the present, former, or future shareholders, owners, directors, officers, partners, employees, agents and representatives of the Company or the Bank; and each of their respective affiliates, predecessors, successors, and assigns (collectively, the "Released Parties"), from any and all damages, losses, obligations, liabilities, claims, demands, actions or causes of action, costs, or expenses (including reasonable attorneys' fees) (collectively, "Losses"), of any kind or nature, whether known or unknown, matured or unmatured or otherwise, that could have been filed, brought, or asserted by Xx. Xxxxx prior to the date of this Agreement against any of the Released Parties. The foregoing release of claims, discharge, and covenant not to xxx includes, but is not limited to, the following: (i) any and all claims of age discrimination under the Age Discrimination in Employment Act of 1967 (including, but not limited to, the Older Workers Benefit Protection Act), (ii) any and all claims under any state statutory or decisional law pertaining to termination of employment, wrongful discharge, wage and hour, discrimination, retaliation, infliction of emotional distress, breach of contract, breach of public policy, misrepresentation, or defamation, (iii) any and all claims under Title VII of the Civil Rights Act of 1964, the Federal Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Americans With Disabilities Act and any other federal, state or local statute, law, rule, regulation, ordinance, common law or other legal requirement, (iv) any and all claims that Xx. Xxxxx has or may have relating to his employment by the Bank or the Company prior to the date of this Agreement and any and all matters, transactions and things occurring prior to the date of this Agreement, and (v) any and all other tort or contract claims and other theories of recovery (collectively, the "Releases"). The foregoing Releases of claims, discharge and covenants not to xxx by Xx. Xxxxx do not apply to Xx. Xxxxx'x right to enforce this Agreement against the Company and the Bank. The parties expressly understand and agree that the Releases contained in this Agreement are to be construed as broadly as all applicable laws allow.

Releases and Covenant Not to Xxx. Each of the parties agrees as follows: (a) In consideration Employee, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (the Company "Releasing Parties"), hereby releases and forever discharges the Bank entering into this AgreementCompany, Xx. Xxxxx agrees to forever release its present and dischargepast subsidiaries and affiliates, successors and assigns, and covenants not to xxx or make any claim against, the Company or the Bank; each of the present, former, their respective present and future parent companies, subsidiaries, affiliates, predecessors, successors, and assigns of the Company or the Bank; each of the present, former, or future shareholders, ownerspast officers, directors, officers, partners, employees, employees and agents and representatives of the Company or the Bank; and each of their respective affiliates, predecessors, successors, and assigns (collectively, the "Released Parties"), from any and all damages, losses, obligations, liabilities, claims, demands, actions or causes of actionactions, costs, or expenses (including reasonable attorneys' fees) (collectively, "Losses"), of any kind or natureliabilities and other claims for relief and remuneration whatsoever, whether known or unknown, matured arising or unmatured or otherwise, that which could have been filedarisen up to and including June 22, brought2000, including without limitation those arising out of or asserted by Xx. Xxxxx prior relating to the date of this Agreement against any of the Released Parties. The foregoing release of claims, discharge, and covenant not to xxx includes, but is not limited to, the following: (i) any and all claims of age discrimination under the Age Discrimination in Employment Act of 1967 (including, but not limited to, the Older Workers Benefit Protection Act), (ii) any and all claims under any state statutory or decisional law pertaining to termination of Employee's employment, wrongful dischargechange of employment status and resignation from employment effective June 22, wage 2002 and hour, discrimination, retaliation, infliction of emotional distress, breach of contract, breach of public policy, misrepresentation, or defamation, (iii) any and all claims arising under Title VII of the Civil Rights Act of 19641964 (as amended by the Civil Rights Act of 1991), the Federal Rehabilitation Act of 1973Equal Pay Act, the Family Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Medical Leave Collection Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Americans With Disabilities Act and ("ERISA") or any other federal, state or local statute, law, ruleordinance, regulation, ordinancecode or executive order, common law any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Employee against the Company in any legal, administrative or other proceeding, provided that the Releasing Parties do not release potential claims ------------- (i) for failure of the Company to comply with this Agreement, (ii) arising under ERISA or otherwise with regard to any benefits to which Employee is entitled in accordance with the Company's benefit programs by virtue of his employment with the Company or (iii) arising from any fraud or criminal activity committed by the Company. (b) Employee further agrees not to assert any claim, charge or other legal requirementproceeding against the Released Parties, in any forum, based on any events, whether known or unknown, which are the subject of the release contained in section (iva) above. If Employee brings any such proceeding, Employee shall immediately forfeit any right to continued compensation or other consideration from the Company pursuant to this Agreement. (c) The Released Parties hereby release and forever discharge Employee and the other Releasing Parties from any and all claims, demands, actions, liabilities and other claims that Xx. Xxxxx has for relief and remuneration whatsoever, whether known or may have unknown, arising out of or relating to his Employee's employment, change of employment by the Bank status or resignation from employment effective June 22, 2002 or the performance of his duties on behalf of the Company prior through June 22, 2000. The Released Parties hereby covenant not to file any charge, action, complaint or claim whatsoever against Employee which are based upon the date of this Agreement and any and all mattersclaims released by them hereunder. However, transactions and things occurring prior to the date of notwithstanding anything contained in this Agreement, and (v) any and all other tort or contract claims and other theories of recovery (collectivelyincluding this section, the "Releases"). The foregoing Releases of claims, discharge and covenants not Released Parties reserve the right to xxx by Xx. Xxxxx do not apply to Xx. Xxxxx'x right file a claim or lawsuit to enforce this Agreement against the Company and the Bank. The parties expressly understand and agree that right to bring any action against Employee arising from any fraud or criminal activity committed by him while employed by the Releases contained in this Agreement are to be construed as broadly as all applicable laws allowCompany.

Releases and Covenant Not to Xxx. Each of the parties agrees as follows: (a) In consideration Employee, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (the Company "Releasing Parties"), hereby releases and forever discharges the Bank entering into this AgreementCompany, Xx. Xxxxx agrees to forever release its present and dischargepast subsidiaries and affiliates, successors and assigns, and covenants not to xxx or make any claim against, the Company or the Bank; each of the present, former, their respective present and future parent companies, subsidiaries, affiliates, predecessors, successors, and assigns of the Company or the Bank; each of the present, former, or future shareholders, ownerspast officers, directors, officers, partners, employees, employees and agents and representatives of the Company or the Bank; and each of their respective affiliates, predecessors, successors, and assigns (collectively, the "Released Parties"), from any and all damages, losses, obligations, liabilities, claims, demands, actions or causes of actionactions, costs, or expenses (including reasonable attorneys' fees) (collectively, "Losses"), of any kind or natureliabilities and other claims for relief and remuneration whatsoever, whether known or unknown, matured arising or unmatured or otherwise, that which could have been filedarisen up to and including June 22, brought2000, including without limitation those arising out of or asserted by Xx. Xxxxx prior relating to the date Employee's employment and cessation of this Agreement against employment and any of the Released Parties. The foregoing release of claims, discharge, and covenant not to xxx includes, but is not limited to, the following: (i) any and all claims of age discrimination under the Age Discrimination in Employment Act of 1967 (including, but not limited to, the Older Workers Benefit Protection Act), (ii) any and all claims under any state statutory or decisional law pertaining to termination of employment, wrongful discharge, wage and hour, discrimination, retaliation, infliction of emotional distress, breach of contract, breach of public policy, misrepresentation, or defamation, (iii) any and all claims arising under Title VII of the Civil Rights Act of 19641964 (as amended by the Civil Rights Act of 1991), the Federal Rehabilitation Act of 1973Equal Pay Act, the Family Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Medical Leave Collection Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Americans With Disabilities Act and ("ERISA") or any other federal, state or local statute, law, ruleordinance, regulation, ordinancecode or executive order, common law any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Employee against the Company in any legal, administrative or other legal requirementproceeding, provided that the Releasing Parties do not release potential claims (ivi) any and all claims that Xx. Xxxxx has or may have relating to his employment by the Bank or for failure of the Company prior to the date of this Agreement and any and all matters, transactions and things occurring prior to the date comply with Section 1 of this Agreement, (ii) arising under ERISA or otherwise with regard to any benefits to which Employee is entitled in accordance with the Company's benefit programs by virtue of his employment with the Company or (iii) arising from any fraud or criminal activity committed by the Company. (b) Employee further agrees not to assert any claim, charge or other legal proceeding against the Released Parties, in any forum, based on any events, whether known or unknown, which are the subject of the release contained in section (a) above. If Employee brings any such proceeding, Employee shall immediately forfeit any right to continued compensation or other consideration from the Company pursuant to section 1 of this Agreement. (c) The Released Parties hereby release and (v) forever discharge Employee and the other Releasing Parties from any and all other tort or contract claims claims, demands, actions, liabilities and other theories claims for relief and remuneration whatsoever, whether known or unknown, arising out of recovery (collectivelyor relating to Employee's employment, cessation of employment or the performance of his duties on behalf of the Company. The Released Parties hereby covenant not to file any charge, action, complaint or claim whatsoever against Employee which are based upon the claims released by them hereunder. However, notwithstanding anything contained in this Agreement, including this section, the "Releases"). The foregoing Releases of claims, discharge and covenants not Released Parties reserve the right to xxx by Xx. Xxxxx do not apply to Xx. Xxxxx'x right file a claim or lawsuit to enforce this Agreement against the Company and the Bank. The parties expressly understand and agree that right to bring any action against Employee arising from any fraud or criminal activity committed by him while employed by the Releases contained in this Agreement are to be construed as broadly as all applicable laws allowCompany.

Releases and Covenant Not to Xxx. Each of the parties hereby agrees as follows: (a) In consideration for the Company and the Bank entering into this AgreementAgreement and for the payment of the Compensation to him hereunder, Xx. Xxxxx agrees to hereby forever release and discharge, and covenants not to xxx or make any claim against, the Company or the Bank; Company, each of the present, former, former and future parent companies, subsidiaries, affiliates, predecessors, successors, and assigns of the Company or the Bank; Company, and each of the present, former, former or future shareholders, owners, directors, officers, partners, employees, agents and representatives of the Company or the Bank; Company, and each of their respective its parent companies, subsidiaries, affiliates, predecessors, successors, and assigns (collectively, the "“Released Parties"”), in their representative as well as their individual capacities, from any and all damages, losses, obligations, liabilities, claims, demands, actions or causes of actiondamages, liabilities, obligations, costs, or expenses (including reasonable attorneys' fees) (collectivelyexpenses, "Losses")actions, and causes of action of any kind or nature, whether known or unknown, matured or unmatured or otherwiseotherwise (including, but not limited to, any claims for attorneys fees) that could have been filed, brought, brought or asserted by Xx. Xxxxx prior to the date Effective Date of this Agreement against any of the Released Parties. The foregoing release of claims, discharge, discharge and covenant not to xxx includes, but is not limited to, the following: (ia) any and all claims of age discrimination under the Age Discrimination in Employment Act of 1967 ADEA (including, but not limited to, the Older Workers Benefit Protection Act), (iib) any and all claims under any state statutory or decisional law pertaining to termination of employment, wrongful discharge, wage and hour, discrimination, retaliation, infliction of emotional distress, breach of contract, breach of public policy, misrepresentation, misrepresentation or defamation, (iiic) any and all claims under the Indiana Civil Rights Act, the Indiana Wage Payment Statute, the Indiana Wage Claims Statute, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Federal Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Americans With Disabilities Act and any other federal, state or local statute, law, rule, regulation, ordinance, common law or other legal requirement, (ivd) any and all claims that Xx. Xxxxx has or may have relating to his employment by the Bank or the Company prior to the date of this Agreement and any and all matters, transactions and things occurring prior to the date of this AgreementEffective Date, and (ve) any and all other tort or contract claims and other theories of recovery (collectively, the "“Releases"”). The foregoing Releases of claims, discharge and covenants not to xxx by Xx. Xxxxx do not apply to Xx. Xxxxx'x Xxxxx’x right to enforce this Agreement against the Company and the BankCompany. The parties expressly understand and agree that the Releases contained in this Agreement are to be construed as broadly as all applicable laws allow. Xxxxx has been advised by the Company that this Agreement does not prohibit Xxxxx from filing an administrative charge against the Company with the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with the Company; provided, however, Xxxxx waives and releases, to the fullest extent permitted by law, any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other administrative agency or other person bring a complaint, charge or legal action on Xxxxx’x behalf against any of the Company Released Parties based on any acts, events or omissions occurring on or before the date Xxxxx signs this Agreement, Xxxxx hereby waives any rights to, and will not accept, any remedy whatsoever obtained through the efforts of such agency or person. (b) In consideration of Xxxxx’x performance of this Agreement and of the mutual covenants and undertakings provided herein, the Company releases and discharges Xxxxx, his agents and attorneys from all liability and claims arising out of Xxxxx’x employment with the Company and Xxxxx’x separation therefrom, and all other aspects of the Company’s relationship with Xxxxx, with the exception of any claims arising as a result of Xxxxx’x intentional or willful misconduct, gross negligence, or criminal activity in the course of his employment with the Company.

Releases and Covenant Not to Xxx. Each of the parties agrees as follows: (a) In consideration for Apart from the Company rights and the Bank entering into obligations created by, acknowledged in, or arising out of this Settlement Agreement, Xx. Xxxxx agrees to forever release and dischargeShionogi, on the one hand, and covenants not to xxx or make any claim againstInterMune, on the Company or other hand, on and as of the Bank; Effective Date, do hereby, for themselves and on behalf of their respective Affiliates, and each of the presentpast, former, present and future parent companiesemployees, subsidiaries, affiliates, predecessors, successors, and assigns of the Company or the Bank; each of the present, former, or future shareholders, ownersofficers, directors, officersagents, partnersassigns, employeesheirs, agents executors, administrators, insurers, attorneys and representatives consultants of the Company or the Bank; foregoing, release, discharge and each of their respective affiliates, predecessors, successors, and assigns (collectively, the "Released Parties"), from dismiss any and all damages, losses, obligations, liabilities, claims, demandsactions, actions or causes of action, costssuits, liabilities, debts, losses and demands whatsoever in law, and in equity or expenses (including reasonable attorneys' fees) (collectively, "Losses"), of any kind or natureotherwise, whether presently known or unknown, accrued or not accrued, foreseen or unforeseen, matured or unmatured not matured, suspected or otherwiseunsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, foreign, federal, statutory, regulatory or common law or any other law, rule or regulation, arising out of the Collaboration Agreement that exist as of the Effective Date (“Claims”) against each other or each other’s Affiliates, and each of the past, present and future employees, officers, directors, agents, assigns, heirs, executors, administrators, insurers, attorneys and consultants of the foregoing, including any Claims that were or could have been filed, brought, or asserted by Xx. Xxxxx prior to in the date of this Agreement against any of the Released Parties. The foregoing release of claims, discharge, and covenant not to xxx includes, but Action. (b) Each Party acknowledges that it is not limited to, the following: (i) any and all claims of age discrimination under the Age Discrimination in Employment Act of 1967 (including, but not limited to, the Older Workers Benefit Protection Act), (ii) any and all claims under any state statutory or decisional law pertaining to termination of employment, wrongful discharge, wage and hour, discrimination, retaliation, infliction of emotional distress, breach of contract, breach of public policy, misrepresentation, or defamation, (iii) any and all claims under Title VII familiar with Section 1542 of the Civil Rights Act Code of 1964California and hereby expressly, knowingly and voluntarily waives and relinquishes, to the fullest extent permitted by law, the Federal Rehabilitation Act provisions, protections, rights and benefits afforded by Section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (c) The Parties also hereby expressly, knowingly and voluntarily waive and relinquish all provisions, protections, rights and benefits they may have under any statutes, precedent or principles of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Americans With Disabilities Act and any other federal, state equity or local statute, law, rule, regulation, ordinance, common law in any jurisdiction that are comparable to the provisions, protections, rights and benefits afforded by Section 1542 of the Civil Code of California. (d) Each Party covenants that in the future it will not bring suit based upon any Claims, or assert in any way, in or out of a legal proceeding, any Claims, against the other legal requirement, (iv) any and all claims that Xx. Xxxxx has or may have relating to his employment by the Bank Party or the Company prior to the date of this Agreement and any and all matters, transactions and things occurring prior to the date of this Agreementother Party’s Affiliates, and (v) any each of the past, present and all other tort or contract claims future employees, officers, directors, agents, assigns, heirs, executors, administrators, insurers, attorneys and other theories consultants of recovery (collectively, the "Releases"). The foregoing Releases of claims, discharge and covenants not to xxx by Xx. Xxxxx do not apply to Xx. Xxxxx'x right to enforce this Agreement against the Company and the Bank. The parties expressly understand and agree that the Releases contained in this Agreement are to be construed as broadly as all applicable laws allowforegoing.