Defendant Released Claims means any and all claims for relief, damages, compensations, demands, suits, actions, injuries, losses, costs, expenses, and/or causes of action of any kind or character, including Unknown Claims, whether at law or in equity, regardless of legal theory, whether foreseen or unforeseen, contingent or actual, liquidated or unliquidated, known or unknown, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Parties: (a) arising out of and/or relating in any way to the institution or prosecution of, participation in, and/or settlement of the Consolidated Stockholder Action; or (b) that otherwise in any way relate to the Merger or the subject matter of the Consolidated Stockholder Action. For the avoidance of doubt, the Defendant Released Claims shall not include the right to enforce the Settlement Stipulation or the Settlement.
Defendant Released Claims means any and all claims for relief, damages, compensation, demands, suits, actions, injuries, losses, costs, expenses and/or causes of action of any kind or character, including Unknown Claims, whether at law or in equity, regardless of legal theory, whether foreseen or unforeseen, contingent or actual, liquidated or unliquidated, known or unknown, which any Party or any Class Member, ever had, now has, or may have against any of the Defendant Released Parties, whether class or individual in nature, whether based on state, local, foreign, federal (including but not limited to any state or federal securities laws), statutory, regulatory, common or other law or rule (including, but not limited to, any claims that could be asserted derivatively on behalf of Diamond), which are based upon, arise out of, involve, directly or indirectly, or relate in anyway to any of the facts, allegations, conduct, actions, inaction, breaches of fiduciary duty or other obligations, statements, misrepresentations, omissions, transactions, events or occurrences that were, could have been, or in the future could be alleged, asserted, or claimed in the Action, or that relate to the subject matter thereof, including, but not limited to, the Merger, the sales process leading to the Merger, the Merger Agreement, the Merger Consideration, the Tender Offer, and any disclosure, failure to disclose, statement or securities filing by any Person relating to the Merger (including but not limited to, the Tender Offer, Registration Statement and Schedule 14D-9), in any court (whether state or federal), tribunal, forum, or proceeding; provided, however, that the Defendant Released Claims shall not include the right to enforce this Settlement Agreement or the Settlement. For the avoidance of doubt, it is the Parties’ intent that all claims in the Action and all claims in the Nevada Action fall within the definition of “Defendant Released Claims.”
Defendant Released Claims means any and all Claims of any nature, whether known or unknown, suspected or unsuspected, from the beginning of time to the present, (a) that have been, could have been, or might have been asserted by or on behalf of the Defendants in the Derivative Action and that are based upon, arise out of, or relate in any way, directly or indirectly, to any of the allegations made in the Third Amended Derivative Complaint or to any of the events that were the subject of the Third Amended Derivative Complaint concerning the business dealings between C.V. Starr, the Starr Agencies or SICO, on the one hand, and AIG, on the other hand, and (b) by the Director Defendants for indemnification from AIG relating solely to the Derivative Action, provided, however, that (i) AIG will not seek reimbursement of any attorneys’ fees and expenses it has advanced or paid to date to any of the
Examples of Defendant Released Claims in a sentence
As of the Effective Date, Plaintiff on behalf of himself, Partners Fund and all shareholders of Partners Fund during the time of the events alleged in the Complaint releases all Defendant Released Claims against the Defendant Released Parties, and also releases all claims against Defendants’ Counsel related to their defense of this Action.
Defendants, on their own behalf and on behalf of the Defendant Releasees, hereby acknowledge and agree that, except as expressly set forth in this Settlement Agreement, SOS and the SOS Releasing Persons have no other liabilities, responsibilities, or obligations, of any kind or nature, owed to Defendants or any of the Defendant Releasees in connection with or relating to the Defendant Released Claims or otherwise.
As of the Effective Date, Plaintiff on behalf of himself, Partners Fund and Partners Fund II and all shareholders of Partners Fund and Partners Fund II during the time of the events alleged in the Complaint releases all Defendant Released Claims against the Defendant Released Parties, and also releases all claims against Defendants’ Counsel related to the defense of this Action.
As of the Effective Date, Plaintiff on behalf of himself, Partners Fund II and all shareholders of Partners Fund II during the time of the events alleged in the Complaint releases all Defendant Released Claims against the Defendant Released Parties, and also releases all claims against Defendants’ Counsel related to their defense of this Action.
The Third- Party Defendant Released Claims shall include, without limitation, any and all claims which were set forth or which could have been set forth as part of the Action based on the facts outlined in the same.
More Definitions of Defendant Released Claims
Defendant Released Claims means any and all claims, actions, complaints, causes of action, demands or suits at law or in equity, or other liabilities whatsoever, which Plaintiff, the Nominal Defendants or any shareholder thereof ever had or for, upon or by reason of, any claim asserted or which could have been asserted in the Action based on any matter or thing done or omitted by any of the Defendants prior to the date of this Agreement, whether known or unknown, accrued or contingent.
Defendant Released Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Parties and/or the SLC Released Parties arising out of and/or relating in any way to the institution or prosecution of, participation in, and/or settlement of the Action. For the avoidance of doubt, the Defendant Released Claims shall not include any claims to enforce this Stipulation or the Settlement.
Defendant Released Claims means any and all claims arising out of or relating to the initiation, prosecution, and/or resolution of the Action on behalf of Defendant Releasees and their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of or claiming under any of them, individually and collectively. “Defendant Releasees” means each and all of the Defendants and each and all of their respective past and present predecessors, successors, parent entities, subsidiaries, affiliates, general or limited partners or partnerships, and agents (including, without limitation, any past or present officers, directors, stockholders, members, managers, general or limited partners, limited liability companies, agents, representatives, assignors, employees, advisors, accountants, attorneys, financial or investment advisors, other advisors, consultants, insurers,co-insurers, reinsurers, engineers, investment bankers or legal or financial advisors (including, without limitation, Morgan Stanley, Perella, Latham & Watkins LLP, Munger Tolles & Olson LLP, Wilson Sonsini Goodrich & Rosati, P.C., Richards Layton & Finger, P.A, Potter Anderson & Corroon, LLP, Paul, Weiss, Rifkind, Wharton & Garrison, LLP, Fenwick & West, LLP, Morris Nichols Arsht & Tunnell, LLP, and Bouchard Margules & Friedlander, P.A.), and each and all of their respective heirs, executors, administrators, trustees, personal or legal representatives, estates, successors or assigns.
Defendant Released Claims means and includes any and all known claims and Unknown Claims for damages, injunctive relief, or any other remedies against any or all of the
Defendant Released Claims means any and all actual or potential claims (including any Unknown Claims), actions, causes of action, demands, obligations, or liabilities
Defendant Released Claims means and all claims for relief or cause of action, debts, demands, rights, or liabilities whatsoever, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, against any of the Defendant Released Parties (defined below) that have been or could have been asserted by the Releasing Parties and/or the Plaintiff Released Parties (defined below) in any forum, including class, derivative, individual, or other claims, whether state, federal, or foreign, common law, legal, equitable, statutory, or regulatory, including, without limitation, claims under the federal securities laws, which, now or hereafter, are based upon, arise out of, relate in any way to, or involve, directly or indirectly, (i) the Action, including the Settlement; (ii) the Transaction; (iii) any proxy disclosures or other disclosures by Earthstone or any Defendant made in connection with the Transaction; (iv) any fiduciary duties and obligations of the Released Parties in connection with the Transaction or any disclosures related thereto, or any aiding and abetting thereof or secondary liability therefor; or (v) any of the allegations in the Complaint, the Amended Complaint, or any amendment(s) to any complaint filed in the Action, or which could have been filed in the Action.
Defendant Released Claims means and includes any and all claims for relief or causes of action, debts, demands, rights, or liabilities whatsoever, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, against any Defendant Released Person(s), that