Mutual Releases Contract Clauses (866)
Grouped Into 20 Collections of Similar Clauses From Business Contracts
This page contains Mutual Releases clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Mutual Releases. (a) In consideration of the covenants, agreements, and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers,
... directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Termination Agreement (including any surviving indemnification obligations under the Agreement). (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.
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Mutual Releases.
(a) In consideration of the covenants,
agreements, agreements and undertakings of the Parties under this
Agreement, effective as of the Termination
Agreement, Date, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders,
managers, members,
successors, employees, agents, successors and assigns (collectively, "Releasors") hereby releases,
waives, waives and forever discharges the other Party and its respective
... present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement all purchases or sales arising out of or relating to the Agreement, Terminated Agreements are fulfilled, except for any Claims relating to rights and obligations preserved by, created by, by or otherwise arising out of this Termination Agreement (including any surviving indemnification obligations under the Agreement). (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. Terminated Agreements).
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Mutual Releases.
(a) In consideration of the covenants, agreements, and undertakings of the
Parties parties under this
Termination Agreement, Amendment, each
Party, of the Company and Investor, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other
Party party and its respective present and former, direct and indirect,
... parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement Amendment arising out of or relating to the Stock Purchase Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Termination Agreement (including any surviving indemnification obligations under the Agreement). (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. Amendment.
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Mutual Releases.
(a) In consideration of the covenants,
agreements, agreements and undertakings of the Parties under this
Termination Settlement Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members,
successors, successors and assigns (collectively, "Releasors") hereby releases,
waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents,
... subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Settlement Agreement arising out of or relating to the Agreement, Promissory Note, except for any Claims relating to rights and obligations preserved by, created by, by or otherwise arising out of this Termination Agreement (including Settlement Agreement. For clarification, nothing in this mutual release waives or relinquishes any surviving indemnification obligations under the Agreement). (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, Parties rights and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in arise under this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. Settlement Agreement.
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Mutual Releases. Effective from and after the Effective Date, each of Concord and Sponsor, on the one hand, and the Company, Topco and Merger Sub, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a "Releasing Party"), that: a.Releasing
... Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco or Merger Sub, on the one hand, or Concord or Sponsor, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (collectively, the "Released Parties"); 3 b.Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), costs, losses, debts, expenses (including attorneys' fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the Transaction Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as "Transaction Documents"), liabilities relating to fraud or willful material breach in connection with or arising from the Transaction Agreement, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, "Claims"); provided, however, that this Section 4.b shall not apply to Claims with respect to the payments and issuances set forth in Section 2; c.Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party's decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and agrees that this Termination Agreement applies thereto.
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Mutual Releases. Effective from and after the Effective Date, each of
Concord SPAC and
Sponsor, Merger Sub, on the one hand, and the
Company, Topco Company and
Merger Sub, Holdings, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a
... "Releasing Party"), that: a.Releasing a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco Company or Merger Sub, Holdings, on the one hand, or Concord SPAC or Sponsor, Merger Sub, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (collectively, the "Released Parties"); 3 b.Releasing b. Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), damages, costs, losses, debts, debts and expenses (including attorneys' fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the Transaction Business Combination Agreement, the Note Purchase Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as "Transaction Documents"), liabilities thereby), or any of the Transaction Documents, relating to fraud or willful material breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Transaction Business Combination Agreement, the Note Purchase Agreement (together with the other documents and transactions contemplated thereby), the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, "Claims"); provided, however, "Claims"), that Releasing Party has or had or can, will or may now or hereafter have, including any Claims arising under any applicable Law; provided that the Claims released hereby shall not include, and nothing in this Section 4.b 2 constitutes a release or waiver of, any rights of the Releasing Parties arising under that certain Subordinated Convertible Promissory Note Purchase Agreement, dated as of October 11, 2022, by and among the Company and the Lenders (as defined therein), and the other documents and transactions contemplated thereby. 2 3. Waiver of Claims under California Civil Code. Effective from and after the Effective Date, the Releasing Parties expressly waive, and each Releasing Party shall be deemed to have expressly waived the provisions, rights, and benefits of California Civil Code §1542, which provides as follows: "A general release does not apply extend to Claims with respect claims that the creditor or releasing party does not know or suspect to the payments and issuances set forth exist in Section 2; c.Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur his or suffer Claims that were unknown or unanticipated her favor at the time of executing the execution of this Termination Agreement, release and which, that, if known on the date of the execution of this Termination Agreement, might by him or her, would have materially affected such Party's decision to enter into his or her settlement with the debtor or released party." The Releasing Parties further expressly waive any and execute this Termination Agreement. Each Party further agrees that all provisions, rights, and benefits conferred by reason any law of any state or territory of the releases contained herein, each Party United States, or principle of common law, which is assuming the risk of such unknown Claims and agrees that this Termination Agreement applies thereto. similar, comparable, or equivalent to California Civil Code §1542.
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Mutual Releases. Effective from and after the Effective Date, each of
Concord SPAC and
Sponsor, Merger Sub, on the one hand, and the Company,
Topco and Merger Sub, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective
current and former Affiliates,
including, but not limited to, Phoenix Biotech Sponsor, LLC ("Sponsor"), any and all members of the Sponsor, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders,
... members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a "Releasing Party"), that: a.Releasing a. Each Releasing Party represents and warrants that it (i) has no Claims (as defined below), below) and (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and (iii) covenants that it will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco or Merger Sub, on the one hand, or Concord SPAC or Sponsor, Merger Sub, on the other hand, or any current or former Affiliates of their respective Affiliates, the Company, SPAC or Merger Sub, which in each case includes, but is not limited to, Sponsor, any and all members of the Sponsor, and Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns of such Party (collectively, the "Released Parties"); 3 b.Releasing b. Each Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the other Releasing Party's Released Parties from, and covenants not to sue any of the other Releasing Party's Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), damages, punitive damages, costs, losses, debts, interest and expenses (including attorneys' fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, including without limitation, notwithstanding anything to the contrary contained in the Transaction Business Combination Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as "Transaction Documents"), liabilities thereby), or any of the Ancillary Documents or Term Sheet, relating to breach of contract, fraud or willful material breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Transaction Agreement, Business Combination Agreement (together with the Transaction Documents other documents and transactions contemplated thereby), the Ancillary Documents, the Term Sheet or the Transactions, transactions contemplated thereby, including but not limited to their negotiation, execution, performance or nonperformance (collectively, "Claims"); provided, however, "Claims"), that this Section 4.b shall not apply to such Releasing Party has or had or can, will or may now or hereafter have, including any Claims with respect to the payments and issuances set forth in Section 2; c.Each arising under any applicable Law. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party's decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and agrees that this Termination Agreement applies thereto.
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Mutual Releases. Effective from and after the Effective Date,
each of Concord and Sponsor, Purchaser, on the one hand, and the Company,
Topco Pubco and Merger
Sub, Subs, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a "Releasing
... Party"), that: a.Releasing a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco Pubco or Merger Sub, Subs, on the one hand, or Concord or Sponsor, Purchaser, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (collectively, the "Released Parties"); 3 b.Releasing b. Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), costs, losses, debts, expenses (including attorneys' fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States 2 or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the Transaction Agreement BCA (together with the Ancillary Documents (including, for the avoidance of doubt, the Contribution Agreement between Purchaser, on the one hand, and the Company, Pubco and Merger Subs, on the other hand) and other documents and transactions contemplated thereby referred to collectively herein as "Transaction Documents"), liabilities relating to fraud or willful material breach in connection with or arising from the Transaction Agreement, BCA, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, "Claims"); provided, however, that this Section 4.b shall not apply to Claims with respect to the payments and issuances set forth in Section 2; c.Each c. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party's decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and agrees that this Termination Agreement applies thereto.
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Mutual Releases. The Company and Consultant hereby release and discharge the other party from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either party has, or may have had, against the other party, whether
... or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions, including without limitation any acts or omissions related to or arising under the Consulting Agreement and the Warrant.
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Mutual Releases.
The Except with respect to the obligations under this Agreement, the Company and Consultant hereby release and discharge the other party from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which
... either party has, or may have had, against the other party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions, including without limitation any acts or omissions related to or arising under the Consulting Agreement and the Warrant and the Company and Consultant covenant not to sue the other party for any actions taken or failed to be taken pursuant to the Consulting Agreement or the Warrant.
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Mutual Releases.
The Company and Consultant hereby Upon Investor's receipt of the Shares: (a) Investor shall release and discharge
the other party Company from all known and unknown charges, complaints, claims,
grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees,
expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown,
... which either party Investor has, or may have had, against the other party, Company, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions, including without limitation omissions in connection with the Warrant; and (b) Company shall release and discharge Investor from all known and unknown charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which Company has, or may have had, against Investor, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising under the Consulting Agreement and in connection with the Warrant.
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Mutual Releases. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with
... them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.
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Mutual Releases.
(a) The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing,
affiliates affiliates, and assigns,
and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through,
... under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns assigns, and successors in interest, and all persons acting by, through, under under, or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from from: (i) the Debt. Employer has fallen significantly behind in the payment of regular payroll, medical benefits, and bonuses to the EXECUTIVE. The Employer's core business has been shut down due to the actions of certain corporate officers and other employees that were in no way under the control of or related to the EXECUTIVE. (the "Dispute"); (ii) an agreement between the Parties; (iii) any other matter between the Parties; and/or (iv) any claims under federal, state, or local law, rule, or regulation. (b) This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs costs, and attorneys attorneys' fees related to or arising from the Debt. Dispute. (c) Notwithstanding the above, this mutual release does not waive or release: (i) any claims arising after the Effective Date of this Agreement, including any claim for breach of this Agreement; or (ii) any indemnification rights, as set forth in paragraph 7 below, the EXECUTIVE has against the EMPLOYER GROUP. 2 4. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in paragraph 3 above. (a) The Employee has not observed, nor has any information pertaining to any member of the Employer, in any unlawful conduct relating to the business of the Employer. If any of these statements are not true, the must describe in detail all occurrences of such conduct in Exhibit A attached here to and incorporated into this document. (b) If any of these statements are not true and are not disclosed in Exhibit A, the Executive cannot sign this Agreement and must notify the Employer immediately in writing of the statements that are not true.
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Mutual Releases.
The Parties, Johnson and Bianchi on behalf of
themselves, their themselves and all persons acting by, through, under, or in concert with Johnson and Bianchi, and the Company, on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns,
and its and their past, present, and future officers, directors, shareholders, interest holders, members,
... partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, the Company, and each of them, hereby release and discharge the other Party, Parties, together with their all persons acting by, through, under, or in concert with Johnson and Bianchi, and together with the Company's predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, the Company, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either any Party has, or may have had, against the any other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from from: 4 a.The dispute between Johnson and the Debt. Company as to Johnson wanting to operate a business as a sales and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food industry as well as the emerging cannabis sector (the "Dispute"); b.an agreement between the Company and any other Party; c.any other matter between the Company and any other Party; and/or d.any claims under federal, state, or local law, rule or regulation. This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys' fees related to or arising from the Debt. Dispute.
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Mutual Releases. Each Party hereby releases, acquits and forever discharges the other Party and the other Party's affiliates and its and their respective former and present directors, officers, employees, representatives, partners and managers from any and all claims, counterclaims, demands, causes of actions, liabilities, promises or obligations of any kind whatsoever ("Claims") arising under or relating to the Consulting Agreement, from the beginning of the world to the date hereof.
Mutual Releases. Each Party hereby releases, acquits and forever discharges the other Party and the other Party's affiliates and its and their respective former and present directors, officers, employees, representatives, partners and managers from any and all claims, counterclaims, demands, causes of actions, liabilities, promises or obligations of any kind whatsoever
("Claims") arising under or relating to the
Consulting Registration Rights Agreement, from the beginning of the world to the date hereof.
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Mutual Releases. As of the date of this Agreement, the Company and the Selling Shareholder shall release and forever discharge each other from all claims arising prior to the date of this Agreement related to the Redemption Shares.
Mutual Releases.
As Though the Company and the Selling Shareholder presently have no claims against the other as of the date of this Agreement, the Company and the Selling Shareholder
shall hereby release and forever discharge each other from all claims arising prior to the date of this Agreement related to the Redemption
Shares and the Jebe Shares.
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Mutual Releases. (a) Each of the Stockholders, on behalf of themselves and their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the "Stockholder Releasors"), hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding against, the Company or its successors, predecessors, assigns, subsidiaries, principals, directors,
... officers, insurers, Associates and Affiliates (the "Company Releasees"), and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Stockholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Stockholder Releasors may have for the breach or enforcement of any provision of this Agreement. 8 (b) The Company and the Insiders, each on behalf of itself and its successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the "Company Releasors"), hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding against, any of the Stockholders or their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the "Stockholder Releasees"), and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Company Releasors have, had or may have against the Stockholder Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each party hereto represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys' fees, liabilities or indemnities herein released. Other than for the Nevada Lawsuit, each of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against any other party. (d) Each party hereto waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in this Section 8. Without limiting the generality of the foregoing, each party hereto acknowledges that there is a risk that the damages and costs that it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on which each party hereto has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each party hereto acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions and causes of action. Each party hereto acknowledges and agrees that the releases and covenants provided for in this Section 8 are binding, unconditional and final as of the date hereof.
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Mutual Releases. (a) Each
member of the
Stockholders, Shareholder Group, on behalf of themselves and their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers,
insurers, Associates and Affiliates (the
"Stockholder "Shareholder Releasors"), hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding
against, against the Company or its successors, predecessors,
... assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the "Company Releasees"), and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that which all or any of the Stockholder Shareholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning including, without limitation, any and all claims and causes of time action with respect to the date 2016 Annual Meeting and the solicitation of this Agreement; proxies with respect thereto; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Stockholder Shareholder Releasors may have for the breach or enforcement of any provision of this Agreement. 8 6 (b) The Company and the Insiders, each Company, on behalf of itself and its successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the "Company Releasors"), hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding against, against any member of the Stockholders Shareholder Group or their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the "Stockholder "Shareholder Releasees"), and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that which all or any of the Company Releasors have, had or may have against the Stockholder Shareholder Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning including, without limitation, any and all claims and causes of time action with respect to the date 2016 Annual Meeting and the solicitation of this Agreement; proxies with respect thereto; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each party hereto Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm firm, or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys' fees, liabilities or indemnities herein released. Other than for the Nevada Lawsuit, each Each of the parties hereto Parties represents and warrants that neither it nor any assignee has filed any lawsuit against any the other party. Party. (d) Each party hereto Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that which may have the effect of limiting the releases as set forth in this Section 8. 7. Without limiting the generality of the foregoing, each party hereto Party acknowledges that there is a risk that the damages and costs that which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected suspected, or believed to be true. Facts on which each party hereto Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each party hereto Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions actions, and causes of action. Each party hereto Party acknowledges and agrees that the releases and covenants provided for in this Section 8 7 are binding, unconditional and final as of the date hereof.
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Mutual Releases. (a) You, on behalf of yourself and your heirs, personal representatives, successors and assigns, hereby release, discharge and waive any and all claims, counterclaims, actions or causes of action whether asserted or unasserted and whether known or unknown which you, he, she or they have possessed or may possess up until the time of the Effective Date against the Company and its affiliates, and covenants not to sue any of them for any of such claims, excepting from such release (1) the terms and
... conditions of this Agreement and documents contemplated to be delivered hereby, (2) continued indemnification under the Company's Certificate of Incorporation, By-Laws, and applicable law, (3) continued coverage as a named insured under all of the Company's D&O insurance policies, (4) all rights under stock option and stock award agreements, shareholder, registration rights, investor rights and similar agreements to which Executive and the Company are a party, and (5) all rights as a shareholder of the Company, and (b) effective on the Effective Date, and excepting only the terms and conditions of this Agreement and the documents contemplated to be delivered hereby, the Company, on behalf of itself and its affiliates and its and their successors and assigns, hereby releases, discharges and waives any and all claims, counterclaims, actions and causes of action whether asserted or unasserted and whether known or unknown which it, he or they may have possessed or may possess up until the time of the Effective Date against you, and your heirs, personal representatives, successors and assigns, including without limitation, any claims in any way related to your acts or omissions as a director of the Company, or any possible legal, equitable, contract or tort claim, whether based on breach of contract, fraud, libel, slander, tortious interference with business relations or otherwise, and covenants not to sue any of them for any such claims. Notwithstanding the foregoing, the Company's release of you shall not include any claims arising out of or relating to any of your conduct that is criminal or fraudulent as determined in a final non-appealable judgment. Neurotrope, Inc. August 4, 2016 Page 2 This agreement may be executed in any number of counterparts, which together shall constitute this agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the conflict of laws principles thereof). Any amendments or modifications hereto must be executed in writing by all parties.
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Mutual Releases.
(a) (i) You, on behalf of yourself and your heirs, personal representatives,
successors successors, and assigns, hereby release,
discharge discharge, and waive any and all claims, counterclaims,
actions actions, or causes of action whether asserted or unasserted and whether known or unknown which you, he,
she she, or they have possessed or may possess up until the time of the Effective Date against the Company and its affiliates, and covenants not to sue any of them for any of such claims,
... excepting from such release (1) (a) the terms and conditions of this Agreement letter agreement and documents contemplated to be delivered hereby, (2) (b) continued indemnification under the Company's Amended and Restated Certificate of Incorporation, By-Laws, as amended, Amended & Restated Bylaws, as amended, and applicable law, (3) (c) continued coverage as a named insured under all of the Company's D&O insurance policies, (4) (d) all rights under stock option and stock award agreements, shareholder, stockholder, registration rights, investor rights rights, and similar agreements to which Executive you and the Company are a party, and (5) (e) all rights as a shareholder stockholder of the Company, and (b) (ii) effective on the Effective Date, and excepting only the terms and conditions of this Agreement letter agreement and the documents contemplated to be delivered hereby, the Company, on behalf of itself and its affiliates and its and their successors and assigns, hereby releases, discharges discharges, and waives any and all claims, counterclaims, actions actions, and causes of action whether asserted or unasserted and whether known or unknown which it, he he, she, or they may have possessed or may possess up until the time of the Effective Date against you, and your heirs, personal representatives, successors successors, and assigns, including without limitation, any claims in any way related to your acts or omissions as a director of the Company, or any possible legal, equitable, contract or tort claim, whether based on breach of contract, fraud, libel, slander, tortious interference with business relations or otherwise, and covenants not to sue any of them for any such claims. Notwithstanding the foregoing, the Company's release of you shall not include any claims arising out of or relating to any of your conduct that is criminal or fraudulent as determined in a final non-appealable judgment. Neurotrope, Inc. August 4, 2016 Page 2 This letter agreement may be executed in any number of counterparts, which together shall constitute this agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York Delaware (without giving effect to the conflict of laws principles thereof). Any amendments or modifications hereto must be executed in writing by all parties.
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Mutual Releases. Each Party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys ("Affiliates") hereby forever and finally releases, relieves, acquits, absolves and discharges the other Party and their Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether
... known or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other Party and their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of the Business Agreements. 3.1 Each Party acknowledges that this mutual release does not constitute any admission of liability whatsoever on the part of any of the undersigned. 3.2 Each Party represents and warrants that there has been no assignment or transfer of or giving of a security interest in or encumbrance upon any interest in any claim which he/it or his/its Affiliates may have against any other Party. Each of the Parties further represents that such Party: (i) has carefully read this Agreement; (ii) knows the contents of this Agreement; (iii) has had the advice of counsel of such Party's choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of this Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other Party or by any other person or entity, except for those representations, statements and promises expressly set forth herein.
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Mutual Releases.
4.1. Each
Party respective party on behalf of
itself itself/themselves, and
its their respective
related business entities, affiliates, subsidiaries, parents, partners, agents, assigns, heirs, officers, directors,
employees shareholders, employees, executors,
attorneys, accountants, agents, vendors, and
attorneys ("Affiliates") customers (collectively "Affiliates") hereby forever and finally releases, relieves, acquits, absolves and discharges the other
Party party and their Affiliates from any
... and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other Party and party and/or their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of the Business Agreements. 3.1 Agreement or the Stock Purchase Agreement, except as provided in Section 5 below. Initials: /s/ JB; /s/ JB; /s/ TAC 4 4.2. Each Party respective party acknowledges that this mutual release does not constitute any admission of liability whatsoever on the part of any of the undersigned. 3.2 4.3. Each Party represents respective party knowingly and warrants voluntarily waives any and all rights that there has been no assignment it, they, or transfer of their respective Affiliates have or giving of a security interest in or encumbrance upon any interest in any claim which he/it or his/its Affiliates may have against any other Party. each other. 4.4. Each of the Parties respective party further represents that such Party: party: (i) has carefully read this Agreement; (ii) knows the contents of this Agreement; (iii) has had the advice of counsel of such Party's party's choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of this Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other Party party or by any other person or entity, except for those representations, statements and promises expressly set forth herein.
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Mutual Releases. (a) The Company, on the one hand, and Third Point and the Strawbridge Trust, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors,
... consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively "Released Persons"), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney's fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the "Claims"), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company's nomination of directors for election at the 2018 Annual Meeting (collectively, the "Released Claims"); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is nonetheless the intent of the parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties' settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement. 9 18. Liability Several and Not Joint; Exercise of Third Point Rights. Notwithstanding anything contained herein to the contrary, the obligations of the members of Third Point hereunder are several and not joint or collective. Without limiting the foregoing, for the avoidance of doubt, none of the persons or entities listed on Schedule A shall have any liability or obligation with respect to any covenants, agreements, representations or warranties made by, or actions taken or not taken by the Strawbridge Trust, and the Strawbridge Trust shall not have any liability or obligations in respect of any covenants, agreements, representations or warranties made by, or actions taken or not taken by any of the persons or entities listed on Schedule A. In addition, any references in this Agreement that provide any rights or remedies to Third Point shall, solely for purposes of exercising such rights or remedies, be deemed references to Third Point LLC.
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Mutual Releases. (a) The Company, on the one hand, and
Third Point and the
Strawbridge Trust, Shareholder Group, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners,
limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders,
... advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said such person or entity, security holders of any said such person or entity, and any other person claiming (now or in the future) through or on behalf of any of said such persons or entities (collectively "Released Persons"), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney's fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the "Claims"), which that have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, in connection with, set forth in, in or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point Group's proxy contest at the 2018 2014 Annual Meeting, Meeting and the Company's nomination of directors for election at the 2018 2014 Annual Meeting (collectively, the "Released Claims"); provided, however, provided that this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. Agreement; and provided further that if a Person (the "Asserting Person") takes legal action against a Released Person (the "Defending Person") relating to the Company, matters involving the Company, or the events leading up to the execution of this agreement, the Defending Person shall not be limited in asserting against that Asserting Person any Claims that for other purposes are Released Claims pursuant to this Section in responding to or defending itself in such action. (b) The parties hereto acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The parties hereto know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is nonetheless the intent of the parties hereto to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties hereto expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which that the parties do not know or suspect to exist in their favor at the time of executing the release, which release that if known by the parties might have affected the Parties' parties' settlement. The parties Parties acknowledge and agree that the inclusion of this Section 17 23 was separately bargained for and is a material term of this Agreement. 9 18. Liability Several and Not Joint; Exercise of Third Point Rights. Notwithstanding anything contained herein to the contrary, the obligations of the members of Third Point hereunder are several and not joint or collective. Without limiting the foregoing, for the avoidance of doubt, none of the persons or entities listed on Schedule A shall have any liability or obligation with respect to any covenants, agreements, representations or warranties made by, or actions taken or not taken by the Strawbridge Trust, and the Strawbridge Trust shall not have any liability or obligations in respect of any covenants, agreements, representations or warranties made by, or actions taken or not taken by any of the persons or entities listed on Schedule A. In addition, any references in this Agreement that provide any rights or remedies to Third Point shall, solely for purposes of exercising such rights or remedies, be deemed references to Third Point LLC.
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