Settlement and Release Agreement. Notwithstanding anything -------------------------------- contained herein to the contrary, as a condition to the obligations of the Company under this Section 10, Executive shall execute and deliver to the Company that certain Settlement and Release Agreement, substantially in the form attached hereto as Exhibit B. ---------
Settlement and Release Agreement. Notwithstanding anything contained herein to the contrary, as a condition to the obligations of the Company under Section 6(c), Executive shall execute and deliver to the Company a settlement and mutual release agreement in the form attached hereto as Exhibit "A" dated as of the Termination Date.
Settlement and Release Agreement. Pacific agrees to register the Additional Shares and the Original Shares not later than September 30, 1996; PROVIDED, HOWEVER, if Pacific is unable to effect such registration by September 30, 1996 because it is involved in a merger or other corporate transaction which, because of the need to register that transaction with the SEC, effectively precludes such registration statement from being declared effective by the SEC, the deadline for registering the Additional Shares and the Original Shares shall be extended for 60 days following the consummation or termination of such transaction.
Settlement and Release Agreement. (b) Upon the execution and delivery of this Agreement, and receipt of the executed Dismissal Without Prejudice by the IAL Parties, the Med Parties shall cause their respective counsel of record in the Action to execute and file in the Action the original of the Dismissal Without Prejudice, evidencing the Med Parties' consent to the dismissal of the entire Action, including the Counterclaims, without prejudice. The Med Parties' counsel shall thereafter provide the IAL Parties' counsel with a conformed copy of the executed Dismissal Without Prejudice.
(c) The Parties Hereto further agree to perform all other acts necessary to cause the Action, including the Operative Complaint and the Counterclaims, to be dismissed in its entirely without prejudice as against all parties.
Settlement and Release Agreement disposition of the Shares whenever Doornmalen shall desire to sell or otherwise dispose of the same (including prospect supplements with respect to the sales of securities from time to time in connection with a registration statement pursuant to Rule 415 under the Act), and (ii) take all lawful action such that each of the registration statement and the prospectus used in connection therewith, including and amendment or supplement thereto, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Med shall take all necessary actions to keep the registration statement covering the Shares, including any prospectus contained therein, continuously effective until the earlier of (x) the Shares having all been disposed of by Doornmalen or (y) two years from the date of the issuance of the Shares to Doornmalen.
(f) Med shall keep Doornmalen advised, through her counsel of record in the Action, of its efforts to register the Shares or otherwise effectuate Doornmalen's Rights to
Settlement and Release Agreement event that Doornmalen seeks rescission of this Agreement, the Parties Hereto shall be permitted to reassert the claims in the Operative Complaint and the counterclaims in the Counterclaims that remained after the Summary Judgment Order and had been asserted as of the Effective Date of this Agreement (as defined below), without waiver of the right to asserts such claims or counterclaims due to the expiration of any applicable status of limitations.
(h) Pending the effectiveness of the releases described below, the Parties Hereto agree not to assert any claims related to the Operative Complaint or the Counterclaims except in the District Court.
Settlement and Release Agreement. (d) The releases set forth hereinabove are not intended to be, and shall not be construed as, general releases of all liability extending beyond the scope of the matters specifically released herein.
(e) Notwithstanding the fact that the foregoing releases are limited, and not general, releases, as for those Claims that are herein released, the Parties Hereto each acknowledge, warrant, and represent that they have been advised by their respective attorneys concerning, and that they are familiar with, section 1542 of the California Civil Code, which 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 In this connection, the Parties Hereto acknowledge that they each may have sustained damages, losses, costs, or expenses that presently are unknown and unsuspected, and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future with respect to the Claims being released herein. The Parties Hereto further acknowledge that they have negotiated this Agreement taking into account such presently unsuspected and unknown damages, losses, costs and expenses, and that with respect to the Claims herein released the Parties Hereto expressly waive any and all rights that they may have under section 1542 of the California Civil Code or under any other state or federal statute, rule or common law principle, in law or in equity, of similar effect.
Settlement and Release Agreement. (f) The Parties Hereto acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to any and all of the Claims herein released. Nevertheless, the Parties Hereto hereby agree that the releases set forth hereinabove shall be and remain effective in all respects, notwithstanding the discovery of such different or additional facts.
(g) To the extent that the releases set forth hereinabove run to the favor of any IAL Related Persons and/or Med Related Persons who are not signatories hereto, this Agreement is hereby declared to be made in and for their respective benefits and uses.
(h) Each of the Parties Hereto warrants and represents that none of the Claims herein released has been assigned, in whole or in part, to any person or entity.
(i) The releases set forth hereinabove shall be effective as of the Effective Date of this Agreement (as defined below).
Settlement and Release Agreement. Agreement, the prevailing party or parties shall be entitled to recover her, his, or its reasonable attorney's fees, expenses, and costs of suit.
Settlement and Release Agreement. Hereto and their respective counsel in counterparts, and the signature pages may be combined to create a document binding on all of the Parties Hereto and together shall constitute one and the same instrument. Although the Parties Hereto shall exchange original signature pages with respect to each document required under this Agreement to be executed, the Agreement shall, as otherwise provided herein, be enforceable and effective upon the initial exchange by facsimile transmission of such signature pages.
