Settlement and Release of Claims. The Investor, generally and specifically, forever release, discharge, forgive and acquit the Company and its officers, directors, employees, agents, insurers, limited partners, partners, shareholders, independent contractors and attorneys of and from any and all claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity, including but not limited to costs and attorney's fees, arising out of or in any way related to the portions of the Convertible Note Purchase Agreement relating to the Convertible Notes, the Convertible Note and any other agreements or instruments entered into by the Company pursuant to the Convertible Note Purchase Agreement relating to the Convertible Notes; provided, that the foregoing release shall not apply to any claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity that are not currently known to such Investor. This release applies only to the Convertible Note as contemplated in this Settlement Agreement.
Settlement and Release of Claims. (a) In consideration of the mutual representations, warranties, covenants, rights and agreements set forth in this Agreement, as well as the consideration set forth in the Amendment to Purchase Agreement and the Amendment to Reorganization Agreement, and for other good and valuable consideration, the receipt and sufficiency of which all parties hereby acknowledge, effective as of the Effective Date and to the fullest extent permitted by applicable Law, except as set forth in Section 2(d) or (e) of this Agreement, Purchaser, on its own behalf and on behalf of its Subsidiaries and other Affiliates (including, from and after the Closing, the Company and its Subsidiaries), and its and their respective Representatives and the respective heirs, executors, administrators, successors and assigns of each of the foregoing (collectively, the “Releasing Parties”), hereby releases and discharges any and all past, present or future claims, rights, orders, causes of action, suits, liabilities, debts, dues, sums of money, accounts, actions, reckonings, bonds, bills, specialties, covenants, contracts, controversies, counterclaims, cross-claims, defenses, obligations, promises, costs, damages, judgments, extents, executions, losses and demands of any kind, nature or description in any forum whatsoever, whether presently known or unknown, accrued or not accrued, foreseen or unforeseen, matured or not matured, patent or latent, suspected or claimed (“Claims”), which Purchaser or any of the Releasing Parties ever had, now has or hereafter can, shall or may have against Seller or any of its Subsidiaries and other Affiliates, and its and their respective stockholders and Representatives and the respective heirs, executors, administrators, successors and assigns of each of the foregoing (collectively, the “Released Parties”), for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world, whether in contract, tort, law, equity or otherwise, arising out of, relating to, in connection with or based in any way on the Data Breaches (collectively, the “Released Claims”), including, for the avoidance of doubt, tort claims (including fraudulent inducement, fraudulent concealment and negligent misrepresentation), contract claims, warranty claims, statutory claims, declaratory judgment actions, counterclaims, cross-claims and third-party claims.
(b) In furtherance of the foregoing, and without limiting the generality thereof, except as set forth in Section...
Settlement and Release of Claims. As further consideration for the agreements set forth herein, in full satisfaction of any and all amounts Sellers may have against Pacific and Pacific may have against Sellers under the Purchase Agreement, the parties do hereby release, acquit, and forever discharge each other of and from any and all actions, causes of action, claims, demands, damages, costs, loss of services, expenses, and compensation, known and unknown, whether or not on account of, or in any way growing out of, any and all damages resulting from the failure of the Original Shares from being registered as provided in the Purchase Agreement, the value of the Original Shares or Additional Shares when issued, any entitlement to receive a specified amount of funds upon the sale thereof, and from any and all allegations regarding the effects on Pacific from the Hawaii legislation. The parties acknowledge and agree that this settlement is in compromise of a doubtful and disputed claim and that the payment is not to be construed as an admission of liability on the part of either party, by whom liability is expressly denied. This release expresses a full and complete settlement of the liability claimed and denied, regardless of the adequacy of the above consideration, and the acceptance of this release shall not operate as an admission of liability on the part of anyone. This release contains the entire agreement between the parties hereto, and the terms of this release are contractual, not a mere recital.
Settlement and Release of Claims. River Watch, on its own behalf and on behalf of its members, subsidiaries, successors, assigns, directors, officers, affiliates, agents, attorneys, representatives, and employees, forever releases and discharges all persons, including the City and its officials, officers, directors, employees, agents, attorneys, representatives, predecessors, successors and assigns, and any other person or entity acting on the City’s behalf, from all actions, causes of action, claims, damages, expenses, fees (including experts and attorneys fees), fines, injunctive relief, liabilities, losses, orders, penalties, requirements, sanctions, and any other sum incurred or claimed or which could have been claimed in the Complaint, and/or the Notice Letters, including but not limited to any future claim based on an alleged failure of the City to comply with the Clean Water Act, RCRA and/or the Xxxxxx-Cologne Water Quality Control Act (Water Code, §§ 13000, et seq.) for a period of seven (7) years following the Effective Date (collectively, “Claims”). This release includes, without limitation, a release, and covenant not to xxx, for any Claims or injunctive relief which could have been asserted with respect to any activities in alleged violation of or arising under the Clean Water Act, RCRA or the Xxxxxx-Cologne Water Quality Control Act, arising prior to the Effective Date or that may arise for a period of seven (7) years following the Effective Date. River Watch further expressly waives any rights or benefits available to it under the provisions of California Civil Code § 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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
Settlement and Release of Claims. As further consideration for the agreements set forth herein, in full satisfaction of any and all amounts Seller may have against Pacific and Pacific may have against Seller under the Purchase Agreement, the parties do hereby release, acquit, and forever discharge each other of and from any and all actions, causes of action, claims, demands, damages, costs, loss of services, expenses, and compensation, known and unknown, whether or not on account of, or in any way growing out of, any and all damages resulting from the failure of the Original Shares from being registered as provided in the Purchase Agreement, the value of the Original Shares or Additional Shares when issued, and any entitlement to receive a specified amount of funds upon the sale thereof. The parties acknowledge and agree that this settlement is in compromise of a doubtful and disputed claim and that the payment is not to be construed as an admission of liability on the part of either party, by whom liability is expressly denied. This release expresses a full and complete settlement of the liability claimed and denied, the parties acknowledging and agreeing to the adequacy of the above consideration, and the acceptance of this release shall not operate as an admission of liability on the part of anyone. This release contains the entire agreement between the parties hereto, and the terms of this release are contractual, not a mere recital. Seller also will withdraw his notice of redemption dated November 30, 1995.
Settlement and Release of Claims. Upon execution of this Agreement and payment of $77,604 in cash and delivery of the Shares (as defined below), in consideration of the terms and conditions of this Agreement, FirstFire hereby agrees to: (i) cancel and forever terminate the Note; and (ii) terminate the existing 15,000,000 Reserved Shares on the Company authorized but un-issued shares of common stock, pursuant to the “Transfer Agent Notification Letter” attached hereto as Exhibit A.
Settlement and Release of Claims. Upon execution of this Agreement and in consideration of the terms and conditions of this Agreement, BCGU hereby agrees: (i) to cancel and forever terminate the AP Debt and $181k Note; (ii) terminate the Escrow Agreement and return the Escrow Shares back to the Company’s treasury of authorized but un-issued shares of common stock, pursuant to the “Transfer Agent Notification Letter” attached hereto as Exhibit A; and (iii) settle the $13k B1 Note and $13k B2 Note and return Stock Certificate No.1001 representing the Series A Preferred Stock back to the Company’s treasury of authorized but un-issued shares of Preferred Stock in exchange for the Settlement Shares (as defined and more fully described below in Section 2). The Parties hereby further agree to release, acquit and forever discharge each other and each, every and all of their current and past officers, directors, shareholder, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigned, of and from any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which each Party may now have or may hereafter have or claim to have against another Party with respect to the Claims.
Settlement and Release of Claims. Upon execution of this Agreement and delivery of the Settlement Shares (as defined below), in consideration of the terms and conditions of this Agreement, Applbaum hereby agrees to cancel and forever terminate the Agreements. The Parties hereby further agree to release, acquit and forever discharge each other and each, every and all of their current and past officers, directors, shareholder, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigned, of and from any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which each Party may now have or may hereafter have or claim to have against another Party with respect to the Claims.
Settlement and Release of Claims. (a) Employee agrees that this Agreement and the payments hereunder represent settlement in full of all outstanding obligations owed to Employee by the Company as a result of Employee’s employment by the Company. Employee also agrees and understands that, notwithstanding the receipt of the Severance Payment, Employee’s participation in all benefits and incidents of employment shall cease on the Separation Date, or in accordance with the terms of the applicable benefit plan. Employee acknowledges, that except as expressly provided in this Agreement, Employee will not have earned and will not receive from the Company any additional compensation (including base salary, bonus, incentive or other variable compensation, equity, or vacation/PTO accrual), severance, or benefits before or after the Separation Date.
Settlement and Release of Claims. Upon execution of this Agreement and delivery of the Settlement Shares (as defined below), in consideration of the terms and conditions of this Agreement: (i) RVCA hereby agrees to cancel and forever terminate the $28k A1 Note and $28k A2 Note; and (ii) the Company hereby agrees to cancel and forever terminate the CCON Liability. The Parties hereby agree and acknowledge the settlement of Claims as outlined herein shall in no way affect the ownership interest in the Company Shares; such Company Shares shall remain in the name of RVCA Partners, LLC following this Agreement. The Parties hereby further agree to release, acquit and forever discharge each other and each, every and all of their current and past officers, directors, shareholder, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigned, of and from any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which each Party may now have or may hereafter have or claim to have against another Party with respect to the Claims.
