Settlement and Release Sample Clauses
The Settlement and Release clause serves to formally resolve disputes or claims between parties by outlining the terms under which they agree to settle and release each other from further liability. Typically, this clause specifies the obligations each party must fulfill, such as payment of a settlement amount or performance of certain actions, and confirms that once these are met, no further claims related to the dispute can be pursued. Its core practical function is to provide finality and closure, ensuring that all parties are protected from future litigation over the same issue.
POPULAR SAMPLE Copied 202 times
Settlement and Release. FastFunds and the Company Affiliates hereby forever completely and unconditionally release, acquit and discharge the Note Holders and the Note Holder Affiliates from any and all past, present or future claims, demands, liabilities, actions, causes of action, debts, losses, counterclaims, set-offs, liabilities, damages or suits of every kind or nature which FastFunds or Company Affiliates now have or may hereafter accrue against Note Holders or the Note Holder Affiliates, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or not accrued, including but not limited to those arising out of, based upon, or in any way related to the (a) the Notes; (b) any obligations to make any payments, or any other monetary of non-monetary obligation or performance of any sort arising under Notes or any other documents or agreements allegedly entered into in connection with the Notes; (c) any alleged duty purportedly existing or arising between the parties; (d) any alleged obligation to make payment of any interest, late fees or other charges; (e) any alleged negligence, lack of due care, gross negligence, or alleged intentional, willful or wanton misconduct resulting in any alleged loss; (f) any lost profits, loss of business opportunities, lost investment returns, lost investment opportunities or other business losses; (g) any alleged conspiracy or purportedly tortious conduct, misapplication of proceeds, or alleged act or omission purportedly resulting in injury; (h) any alleged fraud, concealment, misrepresentation, negligent misrepresentation, failure to make disclosure, or allegedly misleading or inaccurate statements purported to have been made to by Note Holders or the Note Holder Affiliates; (i) alleged infliction of emotional distress, pain, suffering or other similar injury; (j) any alleged costs, expenses, fees, charges, attorneys fees or expenses, expert witness fees or expenses, or third party costs, fees, expenses or charges, purportedly incurred; and (k) any other claims, demands, actions, causes of action or suits which FastFunds or the Company Affiliates asserted, attempted to assert or could have asserted against the Note Holders or the Note Holder Affiliates (all of which are hereinafter referred to as the "Released Company Claims") up to and including the date hereof; provided, however, that the obligations of the Note Holders to perform this Agreement are specifically excluded from the foregoing release. The Released Note H...
Settlement and Release. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.
Settlement and Release. In exchange for the issuance by EnterConnect of ______________ (___) shares of EnterConnect’s common stock, par value $0.001 per share (the “Shares”), which EnterConnect represents and warrants shall be included on its Registration Statement of Form SB-2 or such other form as is appropriate, , Employee hereby fully, forever, irrevocably and unconditionally releases, remises and discharges EnterConnect and its subsidiaries and affiliates and each of their current or former officers, directors, stockholders, attorneys, agents, or employees (collectively, the "EnterConnect Released Parties") from any and all claims, charges, complaints, 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, known or unknown, which he ever had or now has against the EnterConnect Released Parties including, but not limited to, all claims arising out of Employee's employment with or separation from EnterConnect, the Employment Agreement, all claims and damages relating to race, sex, national origin, handicap, religious, sexual orientation, benefits and age discrimination, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000 et. seq., the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et. seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001, et. seq., and the Americans with Disabilities Act, 42 U.S.C. Section 12101 et. seq., and similar state or local statutes, all wrongful discharge claims, all common law claims including, but not limited to, actions in tort, defamation, breach of contract and any claims under any other federal, state or local statutes or ordinances not expressly referenced above. Notwithstanding the foregoing, in no event shall Employee be deemed by this Paragraph 1 to have released any rights to indemnification or contribution as provided by law or to any protection provided to Employee under EnterConnect's directors' and officers' liability insurance policies.
Settlement and Release. (a) Effective upon the Closing, in exchange for the payment by Buyer of the Credit Bid Release Consideration and other good and valuable consideration provided to the Debtors and their estates by ESL in connection with the Transactions, each Debtor, for itself and its estate, and on behalf of each of its Subsidiaries and controlled Affiliates (each of the foregoing, a “Seller Releasing Party”), hereby absolutely, unconditionally and irrevocably (i) releases and forever discharges ESL from any and all Released Estate Claims, whether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Seller Releasing Parties ever had or now may have, and (ii) covenants that it shall not seek to disallow, subordinate, recharacterize, avoid, challenge, dispute or collaterally attack the ESL Claims, provided however that the assertion of any Claim other than a Released Estate Claim shall not be deemed to violate this Section 9.13(a)(ii).
(b) Effective upon the Closing, ESL’s Claims against the Debtors arising under (i) the IP/Ground Lease Term Loan Facility; (ii) the FILO Facility; (iii) the Real Estate Loan 2020; (iv) the Second Lien Term Loan; (v) the Second Lien Line of Credit Facility; (vi) the Second Lien PIK Notes and (vii) the Citi L/C Facility (together with the any security interests securing any of the Claims described in the preceding sub-clauses (c)(i)-(vi), collectively, the “ESL Claims”) shall each be deemed allowed for all purposes in the Bankruptcy Cases and under the Bankruptcy Code in the amounts set forth on Exhibit G, as reduced by the credit bid set forth in Section 3.1(b).
(c) After giving effect to the credit bid set forth in Section 3.1(b), ESL shall be entitled to assert any deficiency Claims, Claims arising under Section 507(b) of the Bankruptcy Code, or other Claims and causes of action that it may have against the Debtors and their estates in the Chapter 11 Cases, provided that (i) no Claims or causes of action of ESL shall have recourse to, or any other right of recovery from, any Claims or causes of action of the Debtors or their estates related to Lands’ End, Inc., the “spin-off” (as such term is defined in the Information Statement of Lands’ End, Inc. dated March 18, 2014), Seritage Growth Properties, Inc., Seritage Growth Properties, L.P, the “Transaction” (as that term is defined in the registration statement on Form S-11 filed by Seritage Growth Properties, which registration statement...
Settlement and Release. If this Agreement is terminated, the County shall pay to the Contractor any and all sums due, owing, and unpaid to the Contractor by the County for work performed through the date of termination, less any and all sums owed by the Contractor to the County, and less any and all deductions or other offsets the County may have. In exchange for these payments, the Contractor shall execute and deliver to the County a general release of the County, its elected officials, employees, representatives, and agents. This payment to the Contractor shall constitute Contractor's full and final compensation under this Agreement and the Contractor shall have no right to receive any further payments. This provision does not limit the right of the County to receive indemnification in the future.
Settlement and Release. The Creditor: (a) has read the terms of this Settlement Agreement and the Releases; (b) has been represented by counsel in connection with the review and execution of this Settlement Agreement; (c) fully understands the terms of this Settlement Agreement; (d) has been given sufficient time to consider whether to sign this Settlement Agreement; and (e) represents and warrants that no promises, statements or inducements have been made by the Company other than those expressly stated herein. The Creditor affirmatively represents that this Settlement Agreement is fair and executed freely.
Settlement and Release. (a) You, for yourself your heirs, executors, administrators, assigns and successors, fully and forever release and discharge Best (the "Company"), its predecessors, successors, parents, subsidiaries, and its other affiliated entities, and all of the current and former officers, directors, agents, shareholders, employees or assigns of any such entities (referred to herein collectively as the "Releasees") from any and all liabilities, claims, demands, contracts, debts, obligations and causes of action of every nature, kind and description, in law, equity or otherwise, whether known or unknown, whether liquidated or unliquidated, whether absolute or contingent, which now or hereafter do or may exist, with respect to any matter arising out of, relating to or connected with any of the following:
(i) your employment, including employment through the LOA and any separation from employment which might follow, the ("Separation"), with the Company or with any parent, subsidiary or affiliate of the Company,
(ii) any termination of your employment or consulting arrangement, with the Company or with any parent, subsidiary or affiliate of the Company, and (iii) any actual or promised compensation or benefit other than provided herein that may be or that hereafter may become due or owing to you from the Company or any parent, subsidiary or affiliate of the Company.
(b) Furthermore, you, for yourself, your heirs, executors, administrators, assigns and successors, covenant not to sue or otherwise institute or cause to be instituted or in any way actively participate in or voluntarily assist in (except at the Company's request) the prosecution of any legal or administrative proceedings against any of the Releasees with respect to any matter arising out of or relating to any liabilities, claims, demands, contracts, debts, obligations and causes of action released under the preceding sentence.
(c) You understand and agree that in consideration of the foregoing, you are waiving any rights you may have had, now have, or in the future may have, to pursue any and all remedies available to you in any country, state, province or other jurisdiction in the world under any employment-related causes of action, including without limitation:
(i) claims of wrongful discharge, defamation, emotional distress, breach of contract, breach of the covenant of good faith and fair dealing; and
(ii) claims under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the 1964 Civ...
Settlement and Release. (a) In consideration of the release of the Escrow Fund to the Buyer pursuant to Section 1 above and the amendment to the Merger Agreement set forth in Section 2 above, the parties agree that the Dispute has been resolved and settled and no further payments are or could be due with respect thereto, and that no party to this Agreement will assert after the Effective Date of this Agreement any claim or cause of action against the other party with respect to the Dispute, consistent with subsections (b) and (c) below.
(b) The Buyer hereby generally, irrevocably, unconditionally and completely releases and forever discharges the Representative, the Company Equityholders and their respective directors, officers and employees and past, present and future shareholders, affiliates, representatives, successors and assigns (herein separately and collectively, the “Company Equityholder Releasees”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, any obligations and liabilities of the Company Equityholder Releasees, and any and all claims, demands, actions, Damages, causes of actions of whatever kind that the Buyer may have had in the past, may now have or may have in the future against the Company Equityholder Releasees, known or unknown, for, upon or by reason of any matter, cause or thing whatsoever, arising out of or relating to the Dispute.
(c) The Representative, on behalf of the Company Equityholders, hereby generally, irrevocably, unconditionally and completely releases and forever discharges the Buyer and its directors, officers and employees and past, present and future shareholders, affiliates, representatives, successors and assigns (herein separately and collectively, the “Buyer Releasees”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, any obligations and liabilities of the Buyer Releasees, and any and all claims, demands, actions, Damages, causes of actions of whatever kind that any of the Company Equityholders may have had in the past, may now have or may have in the future against the Buyer Releasees, known or unknown, for, upon or by reason of any matter, cause or thing whatsoever, arising out of or relating to the Dispute.
(d) The Buyer acknowledges that it may have claims against the Company Equityholder Releasees falling within Section 4(b) hereinabove of which the Buyer is currently unaware; and the Company Equityholder and Representative acknowledge that they may have clai...
Settlement and Release. 2.1 The Parties agree to move for termination of the ITC investigation within one day of execution of this Agreement, and to submit a Consent Order and Consent Order Stipulation to the ITC in the form attached hereto as Exhibit A, together with a Joint Motion for Termination of the Proceeding, and a Joint Motion to Suspend the Hearing pending the termination motion, in the form attached hereto as Exhibit B.
2.2 In consideration for MPS’s agreement to the Consent Order and other provisions set forth herein, Linear releases MPS from any and all Claims and liability for any alleged past infringement of the Licensed Patents. Linear further agrees that it will not assert the Licensed Patents against MPS or its direct or indirect customers, agents, suppliers or distributors for use, manufacture, importation, offer for sale, sale or other distribution of Licensed Products that were sold by or on behalf of MPS prior to the Effective Date of this Agreement.
2.3 Linear and MPS irrevocably and perpetually release and waive worldwide any and all Claims that they would have been compelled to bring in the ITC Proceeding or any related litigation against each other. Linear and MPS each represent and warrant that, on the date of its execution of this Agreement, it is unaware of any other Claims related to the Licensed Patents which it might bring or assert against each other. Each party expressly waives any rights or benefits available to it in any capacity under the provisions of Section 1542 of the California Civil Code and of any similar statute, law, regulation, principle of judicial interpretation or other rule (of California or any other jurisdiction.). Such Section 1542 provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
2.4 MPS shall be responsible for and pay its own costs, expenses and attorneys’ fees in connection with the ITC Proceeding and settlement CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ASTERISKS (*) DENOTE SUCH OMISSIONS thereof. Linear shall be responsible for and pay its own costs, expenses and attorneys’ fees in connection with the ITC Proceeding and settlement thereof.
2.5 MPS agrees that, in any proceeding to enforce the Consent Order or this Agreement, MPS w...
Settlement and Release. Pledgors shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.