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

Releases and Covenants Not to Xxx. 6.1 QuintilesIMS Release of the Four Former UK Employees. QuintilesIMS and its present and former parent entities, subsidiaries, divisions, and Affiliates, their respective officers, directors, employees, agents, subrogees and insurers, and their respective successors, predecessors, assigns, heirs, executors, administrators, attorneys, servants, agents and representatives (collectively, “QuintilesIMS Parties”), hereby and forever release, acquit, and discharge each of the Four Former UK Employees and each of their respective assigns, heirs, executors, administrators, attorneys, servants, agents, successors, predecessors, insurers, subrogees and representatives (collectively, “Four Former UK Employee Parties”), from any and all claims or causes of action, debts, suits, rights of action, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, variances, executions, demands or obligations of any kind or nature whatsoever, matured or unmatured, liquidated or unliquidated, absolute or contingent, known or unknown, suspected or unsuspected, including any costs and legal fees (collectively, “Claims”), solely arising out of, or relating to (a) the investigation and enforcement of Claims in the UK Proceedings, including the matters disclosed in the Affidavits provided by the Four Former UK Employees and Xx. Xxxxxxxx Xxxxxx in the UK Proceedings, any information previously provided by Kroll Worldwide to QuintilesIMS in connection with the UK Proceedings and any information provided by QuintilesIMS external counsel (Pinsent Masons LLP) to CRA’s external counsel (Xxxxxx Xxxxxxx LLP) in connection with the UK Proceedings; (b) the Four Former UK Employees’ and the Former Norway Employee’s employment with QuintilesIMS, including any Equity Clawback Rights relating to Former QI Employee Nos. 1, 2, 4 and 5; (c) CRA’s, the Four Former UK Employees’ and the Former Norway Employee’s direct and indirect recruitment activities of any QuintilesIMS employees prior to the Effective Date, and CRA’s hiring and employment of the individuals identified on Exhibit A hereto; and (d) all Non-Compliant Materials and Non-Compliant Conduct prior to the Effective Date revealed in the Investigation, provided that the Investigation is completed, the Report is delivered, and findings of Non-Compliant Material and Non-Compliant conduct are remediated in accordance with the Protocol and Article V.

Releases and Covenants Not to Xxx. 6.1 QuintilesIMS Release of the Four Former UK Employees. QuintilesIMS iCAD and its present affiliated entities hereby voluntarily and former parent entitiesirrevocably release Zeiss and its predecessors, subsidiariessuccessors, divisionsassigns, and Affiliatesattorneys, their respective insurers, agents, subcontractors, officers, directors, shareholders, employees, agentssubsidiaries, subrogees and insurerscustomers, licensees, distributors, end users, and their respective successors, predecessors, assigns, heirs, executors, administrators, attorneys, servants, agents affiliates of and representatives (collectively, “QuintilesIMS Parties”), hereby and forever release, acquitfrom, and discharge each of the Four Former UK Employees and each of their respective assignscovenant not to xxx such entities for, heirs, executors, administrators, attorneys, servants, agents, successors, predecessors, insurers, subrogees and representatives (collectively, “Four Former UK Employee Parties”), from any and all claims or causes of actionrights, claims, debts, suitsliabilities, rights of actiondemands, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreementsobligations, promises, damages, judgments, variances, executions, demands or obligations causes of action and claims for relief of any kind or kind, manner, nature whatsoever, matured or unmatured, liquidated or unliquidated, absolute or contingentand description, known or unknown, suspected which iCAD has, may have had, might have asserted, may now have or unsuspected, including any costs and legal fees (collectively, “Claims”), solely arising out ofassert, or relating may hereafter have or assert against concerning the Licensed Patents and/or the Action. iCAD and its affiliated entities further hereby represent and warrant that all previous shareholders of Xoft, Inc., voluntarily and irrevocably release Zeiss and its predecessors, successors, assigns, attorneys, insurers, agents, subcontractors, officers, directors, shareholders, employees, subsidiaries, customers, licensees, distributors, end users, and affiliates of and from, and covenant not to (a) the investigation and enforcement of Claims in the UK Proceedings, including the matters disclosed in the Affidavits provided by the Four Former UK Employees and Xx. Xxxxxxxx Xxxxxx in the UK Proceedingsxxx such entities for, any information previously provided by Kroll Worldwide and all rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of action and claims for relief of any kind, manner, nature and description, known or unknown, which such shareholders have, may have had, might have asserted, may now have or assert, or may hereafter have or assert against concerning the Licensed Patents and/or the Action, and iCAD further agrees to QuintilesIMS indemnify such entities against all such claims. Upon receipt of all royalties due under this Agreement, Zeiss voluntarily and irrevocably releases iCAD and its predecessors, successors, assigns, attorneys, insurers, agents, subcontractors, officers, directors, shareholders, employees, subsidiaries, and affiliates of and from, and covenants not to xxx such entities for, any and all rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of action and claims for relief of any kind, manner, nature and description, known or unknown, which Zeiss has, may have had, might have asserted, may now have or assert, or may hereafter have or assert in connection with the UK Proceedings Licensed Patents and/or the Action. Zeiss and iCAD each expressly waive any information provided by QuintilesIMS external counsel (Pinsent Masons LLP) to CRA’s external counsel (Xxxxxx Xxxxxxx LLP) in connection with statute, legal doctrine, or other similar limitation upon the UK Proceedings; (b) the Four Former UK Employees’ and the Former Norway Employee’s employment with QuintilesIMSeffect of general releases, including any Equity Clawback Rights relating to Former QI Employee Nos. 1without limitation, 2California Civil Code Section § 1542, 4 and 5; (c) CRA’swhich states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, the Four Former UK Employees’ and the Former Norway Employee’s direct and indirect recruitment activities of any QuintilesIMS employees prior to the Effective Date, and CRA’s hiring and employment of the individuals identified on Exhibit A hereto; and (d) all Non-Compliant Materials and Non-Compliant Conduct prior to the Effective Date revealed in the Investigation, provided that the Investigation is completed, the Report is delivered, and findings of Non-Compliant Material and Non-Compliant conduct are remediated in accordance with the Protocol and Article V.WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Releases and Covenants Not to Xxx. 6.1 QuintilesIMS Release (a) Each of RTSI, Xxxxxx and Mass. Onc. hereby releases and forever discharges RIH, the Four Former UK Employees. QuintilesIMS and its present and former parent entities, subsidiaries, divisionsCompany, and Affiliates, their respective officersaffiliates, directorssuccessors and assigns, and their respective past and present employees, agents, subrogees representatives, officers and insurersdirectors (including, without limitation, Xxxxx Xxxxx, M.D. in his capacity as Medical Director of the Company and Chief of Radiation Oncology at RIH (and any other positions he may hold with the Company and/or RIH), but not individually or in any capacity he may hold with any other entity) (collectively, the “RIH Released Parties”) from any and all manner of actions, causes of action, suits, debts, accounts, contracts, claims, demands, agreements, controversies, judgments, obligations, damages and liabilities of any nature whatsoever whether or not now known, suspected, or claimed, which any of RTSI, Xxxxxx or Mass. Onc, ever had, now has, or hereafter may have, or claim to have, against the RIH Released Parties arising out of, related to or based upon any matter, cause, or thing whatsoever to and including the date of this Agreement (including without limitation matters referenced in a letter from RTSI’s counsel to RIH and Xxxxx University dated November 8, 2012), but excluding obligations under this Agreement, Each of RTSI, Xxxxxx and Mass. Onc. covenants and agrees never to, directly or indirectly, commence or prosecute, or assist in the commencement or prosecution of or in any way to cause, permit, or advise to be commenced or prosecuted against any of the RIH Released Parties, any action or proceeding, or to assert against any of the RIH Released Parties in any action or proceeding any actions, causes of action, suits, debts, accounts, contracts, claims, demands, agreements, controversies, judgments, obligations, damages or liabilities of any nature whatsoever, whether or not now known, suspected or claimed, which any of RTSI, Xxxxxx or Mass. Onc. ever had, now has, or hereafter may have, or claim to have, against any of the RIH Released Parties arising out of, related to or based upon any matter, cause, or thing whatsoever to and including the date of this Agreement (including without limitation matters referenced in a letter from RTSI’s counsel to RIH and Xxxxx University dated November 8, 2012), but excluding obligations under this Agreement. (b) Each of RIH and the Company hereby releases and forever discharges RTSI, Xxxxxx and Mass. Onc., and their respective successorsaffiliates, predecessors, successors and assigns, heirs, executors, administrators, attorneys, servantsand their respective past and present employees, agents representatives, officers and representatives directors (collectively, the “QuintilesIMS RTSI Released Parties”), hereby and forever release, acquit, and discharge each of the Four Former UK Employees and each of their respective assigns, heirs, executors, administrators, attorneys, servants, agents, successors, predecessors, insurers, subrogees and representatives (collectively, “Four Former UK Employee Parties”), ) from any and all claims or manner of actions, causes of action, debts, suits, rights of action, dues, sums of moneydebts, accounts, bondscontracts, billsclaims, covenantsdemands, contractsagreements, controversies, agreements, promises, damages, judgments, variancesobligations, executions, demands or obligations damages and liabilities of any kind nature whatsoever whether or nature whatsoevernot now known, matured suspected, or unmaturedclaimed, liquidated which either of RIH or unliquidatedthe Company ever had, absolute now has, or contingenthereafter may have, known or unknownclaim to have, suspected or unsuspected, including against any costs and legal fees (collectively, “Claims”), solely of the RTSI Released Parties arising out of, related to or relating based upon any matter, cause, or thing whatsoever to (a) and including the investigation date of this Agreement, but excluding obligations under this Agreement, Each of RIH and enforcement of Claims the Company covenants and agrees never to, directly or indirectly, commence or prosecute, or assist in the UK Proceedingscommencement or prosecution of or in any way to cause, permit, or advise to be commenced or prosecuted against any of the RTSI Released Parties, any action or proceeding, or to assert against any of the RTSI Released Parties in any action or proceeding any actions, causes of action, suits, debts, accounts, contracts, claims, demands, agreements, controversies, judgments, obligations, damages or liabilities of any nature whatsoever, whether or not now known, suspected or claimed, which either of RIH or the Company ever had, now has, or hereafter may have, or claim to have, against any of the RTSI Released Parties arising out of, related to or based upon any matter, cause, or thing whatsoever to and including the matters disclosed in the Affidavits provided by the Four Former UK Employees and Xx. Xxxxxxxx Xxxxxx in the UK Proceedingsdate of this Agreement, any information previously provided by Kroll Worldwide to QuintilesIMS in connection with the UK Proceedings and any information provided by QuintilesIMS external counsel (Pinsent Masons LLP) to CRA’s external counsel (Xxxxxx Xxxxxxx LLP) in connection with the UK Proceedings; (b) the Four Former UK Employees’ and the Former Norway Employee’s employment with QuintilesIMS, including any Equity Clawback Rights relating to Former QI Employee Nos. 1, 2, 4 and 5; (c) CRA’s, the Four Former UK Employees’ and the Former Norway Employee’s direct and indirect recruitment activities of any QuintilesIMS employees prior to the Effective Date, and CRA’s hiring and employment of the individuals identified on Exhibit A hereto; and (d) all Non-Compliant Materials and Non-Compliant Conduct prior to the Effective Date revealed in the Investigation, provided that the Investigation is completed, the Report is delivered, and findings of Non-Compliant Material and Non-Compliant conduct are remediated in accordance with the Protocol and Article V.but excluding obligations under this Agreement.