Releases; Covenants Not to Xxx. (a) Effective as of the Closing, each of the MFW Parties, for themselves and their respective present and former parents, subsidiaries, divisions, Affiliates, and predecessor entities, and the present and former stockholders, directors, officers, employees, partners, members, owners, managers, administrators, attorneys, agents, successors and assigns of each of the foregoing in their capacities as such (all of whom are collectively referred to as the “Pneumo Parties”), do hereby compromise, settle and fully release and forever discharge each of the Xxxxxx Defendants, their respective present and former parents, subsidiaries, divisions, Affiliates, and predecessor entities, and the present and former stockholders, directors, officers, employees, partners, members, owners, managers, administrators, attorneys, agents, successors and assigns of each of the foregoing in their capacities as such (all of which or whom are collectively referred to as the “Xxxxxx Parties”), and Apex Tool Group LLC (“Apex”), of and from, against, and in respect of, any and all past and future claims, demands, damages, losses, costs, expenses, controversies, actions, rights, indemnities, guarantees, promises, or causes of action of whatsoever nature, whether in law or equity and whether direct or indirect, known or unknown, asserted or unasserted, foreseen or unforeseen, fixed or contingent, that the Pneumo Parties or any of them have or may have against the Xxxxxx Parties or Apex arising out of or relating to the APA, the Mutual Guaranty, any settlement agreement relating to any policy of insurance under which Pneumo Abex or any predecessors was an insured, any Pneumo Abex Asbestos Claim or the transactions, actions, and occurrences that are alleged or could have been alleged in the Pneumo Complaint, including the 2002 Asset Transfers, the 2005 Asset Transfers and the Xxxxxxx Transaction (as each is defined in the Pneumo Complaint), including personal or bodily injuries, tangible or intangible loss, breach of contract, fraudulent conveyance, fraudulent transfer, constructive fraudulent transfer, breach of implied covenant of good faith and fair dealing, tortious interference with contract, breach of the Delaware Limited Liability Company Act, or any other loss, detriment, or expense of any kind, past, present or future, regardless of whether such claims or damages are now known or asserted in the Pneumo Complaint, but in no case any claim, demand, damage, loss, cost, expense or caus...
Releases; Covenants Not to Xxx a. Release of the Companies. You, for yourself and your heirs, dependents, executors, administrators, legal representatives, successors and assigns (collectively, the "Releasors"), hereby release, remise, and forever discharge each of the Companies, each of their predecessors, successors and assigns, each of their employee benefit and/or pension plans and funds, each of the foregoing's present and former directors, officers, partners, stockholders, employees, agents, fiduciaries and trustees and each of the foregoing's heirs, executors, administrators, legal representatives, successors and assigns (collectively, the "Company Releasees") of and from any and all actions, causes of action, suits, debts, liabilities, claims and potential claims, sums of money, covenants, agreements, promises, damages, judgments and demands whatsoever, in law or equity, whether known or unknown, which against the Company Releasees or any of them, any of the Releasors ever had, now has, or which he or it hereafter can, shall or may have, for, upon, or by reason of any fact, matter, cause or thing whatsoever from the beginning of the world to the Effective Date, including, without limitation, any claims under the Age Discrimination in Employment Act, as amended, arising prior to the Effective Date, other than any claim arising out of this agreement and any indemnification obligations of the Company to you with respect to claims of third parties pursuant to the Company's existing indemnification policies covering its officers and directors (collectively the "Discharged Company Matters"). You covenant that you shall never commence, institute, maintain, prosecute or participate in any action or proceeding of any kind, judicial or administrative, based in whole or in part on any of the Discharged Company Matters, except to the extent required pursuant by the order of a court of competent jurisdiction. You represent that, as of the date of your execution of this Agreement, you have not taken any action referred to in the preceding sentence.
Releases; Covenants Not to Xxx. With the exception of the rights arising under this Agreement, Xxxxxxx hereby unconditionally and irrevocably releases and forever discharges Patriot (as defined above) of and from, and agrees not to xxx and not to assert against Patriot any causes of action, claims and demands whatsoever, at law, in equity, in any state or federal court or other tribunal or before any agency or commission of local, state and federal governments, arising, or alleged to have arisen, or which may arise under any common law theory, any state, county and/or any federal law including, but not limited to, the Family and Medical Leave Act, the Equal Pay Act, federal, state, or municipal anti-discrimination and/or anti-retaliation laws such as the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act, as amended, and the Florida Civil Rights Act of 1992, that Xxxxxxx ever had, now has, or which his heirs, executors, administrators, or assigns, or any of them, hereafter can, shall or may have, based on any set of facts known or unknown, occurring prior to, and including, the date of the execution of this Agreement. This release expressly includes, without limitation, any claims related to Xxxxxxx’ employment with Patriot, the mutual termination of Xxxxxxx’ employment, any tort or contract claim, and/or any claims arising under the Employment Agreement. This release does not include any claims by Xxxxxxx asserting a breach of this Agreement by Patriot.1 With the exception of the rights arising under this Agreement, Patriot (as defined above) hereby unconditionally and irrevocably releases and forever discharges Xxxxxxx, of and from, and agrees not to xxx and not to assert against Xxxxxxx any causes of action, claims and demands whatsoever, at law, in equity, in any state or federal court or other tribunal or before any agency or commission of local, state and federal governments, arising, or alleged to have arisen, or which may arise under any common law theory, any state, county and/or any federal law, that Patriot ever had, now has, or which its successors or assigns, or any of them, hereafter can, shall or may have, based on any set of facts known or unknown, occurring prior to, and including, the date of the execution of this Agreement. This release expressly includes, without limitation, any claims related to Xxxxxxx’ employment with Patriot, the m...
Releases; Covenants Not to Xxx
