Common use of Settlement and Release of Claims Clause in Contracts

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.

Settlement and Release of Claims. (a) In Upon the Closing of the Purchase Agreement and in consideration of the mutual representationspromises contained herein, warrantiesMoneyline, covenants, rights OEP 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 Reuters 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 themselves and on behalf of its Subsidiaries their parents, affiliates, subsidiaries, officers, directors, employee, agents, predecessors, successors, and assigns each hereby forever and unconditionally releases and discharges, and covenants not to xxx directly or in any other Affiliates (includingcapacity or respect, the other, and the other’s parent, affiliates, subsidiaries, officers, directors, employee, agents, predecessors, successors, and assigns, 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, ordersdemands, causes of action, suits, liabilities, debts, dues, sums of money, accounts, actions, reckonings, bonds, bills, specialties, covenants, contracts, controversies, counterclaims, cross-claims, defenses, obligations, promisesdamages and liabilities (including, without limitation, settlement amounts, penalties, losses, costs, damagesexpenses, judgmentsreasonable attorney’s fees, extentsaccountant’s fees, executions, losses court costs and demands other actual out of court expenses) of any kind, nature or description in any forum whatsoever, whether presently contingent or certain, 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 it ever had, now has or hereafter canhas, shall or may have, or claim to have, in the future, against the other arising from or relating to any act, omission, failure to act, dealing, statement, occurrence, representation, practice, contract, event, matter, transaction, agreement (whether written or oral) or understanding prior to the Closing Date (as defined in the Purchase Agreement) relating to or arising from the TSA (except with respect to any obligation of the parties hereto under the Settlement Agreement, as expressly set forth in Section 9(c) of this Amendment). Each party agrees and acknowledges that the claims, demands, causes of action, obligations, damages and liabilities released hereby are not limited to matters relating to or arising from the TSA which are known or have against Seller or any been disclosed at the time Back to Contents of its Subsidiaries and other Affiliatesexecution of this Amendment, and its that any and their respective stockholders all claims, demands, causes of action, obligations, damages and Representatives liabilities relating to or arising from the TSA not known or understood differently by any party are hereby released. It is acknowledged and agreed by the respective heirsparties that nothing in this Section 5 or this Amendment generally shall limit, executors, administrators, successors and assigns of each restrict or otherwise modify the rights of the foregoing (collectively, the “Released Parties”), for, upon or by reason parties to make claims and seek remedies in respect of any matter, cause or thing whatsoever from the beginning of the world, whether in contract, tort, law, equity or otherwise, matters arising out of, relating to, resulting from or incurred in connection with or based in any way on the Data Breaches (collectively, the “Released Claims”)Purchase Agreement, including, without limitation, the rights of the parties to seek indemnification for Damages (as defined in the avoidance Purchase Agreement) under Article IX 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 claimsthe Purchase Agreement.

Settlement and Release of Claims. (a) In consideration 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 mutual representationsSeverance Payment, warrantiesEmployee’s participation in all benefits and incidents of employment shall cease on the Separation Date, covenantsor in accordance with the terms of the applicable benefit plan. Employee acknowledges, rights and agreements set forth that except as expressly provided in this Agreement, as well as Employee will not have earned and will not receive from the consideration set forth in 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 Amendment to Purchase Agreement and the Amendment to Reorganization AgreementSeparation Date. (b) Employee, 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 Employee and other Affiliates (includingEmployee’s descendants, from and after the Closingdependents, the Company and its Subsidiaries), and its and their respective Representatives and the respective heirs, executors, agents, principals, partners, representatives, attorneys, administrators, assigns and transferees, as applicable Parties, does hereby fully and forever release, discharge and free the Company, its current and former officers, directors, employees, investors, shareholders, predecessors, successors, subsidiaries, parent company and their respective successors and assigns (the “Released Parties”) of each and from any claim, duty, demand, liability, obligation or cause of the foregoing action (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 and agrees not to xxx any of the Releasing Released Parties ever hadconcerning any matters of any kind, character or nature whatsoever, whether at law or in equity, now has existing 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 worldheretofore ever having existed, whether in contractcurrently known or unknown, tortsuspected or unsuspected, lawthat Employee may possess arising from any acts, equity omissions or otherwise, arising out of, relating to, in connection with or based in any way on facts that have occurred up until and including the Data Breaches (collectively, the “Released Claims”)Effective Date of this Agreement, including, for without limitation, any and all Claims relating to or arising from Employee's involvement or employment relationship with the avoidance Company, the termination of doubtthat relationship and status, tort claims federal, state or local laws prohibiting discrimination in employment, or Employee’s ownership of securities of the Company. (including fraudulent inducementc) Employee acknowledges that she may have Claims against the Released Parties relating to the foregoing subject matter of which, fraudulent concealment at the time of execution of this Agreement, Employee has no knowledge, and negligent misrepresentation)Employee acknowledges and expressly agrees that this Agreement is specifically intended to and does extend to any and all such Claims, contract claimswhether or not known, warranty claimsclaimed or suspected. Accordingly, statutory claimsEmployee hereby waives as to the Released Parties the benefits of Section 1542 of the California Civil Code, declaratory judgment actions, counterclaims, cross-claims and third-party claims.which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE