Mutual Releases Contract Clauses (256)

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. View More

Mutual Releases. (a) Subject to and effective upon the receipt by GENEVA on or prior to April 27, 2022 ("Payment Date") of Fifty Thousand Dollars ($50,000.00)(the "Settlement Amount"), each of RIVULET and GENEVA does hereby irrevocably release the other Party, on behalf of themselves, and all persons or entities claiming by, through or under them, and their respective shareholders, officers, directors, heirs, successors and assigns, hereby fully, completely and finally waive, release, remise, acquit, and forever... discharge and covenant not to sue the other Parties, as well as the other Parties' respective officers, directors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and agents with respect to any and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind whatsoever, at law or in equity, including without limitation, all claims and causes of action arising out of or in any way relating to the Notes. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. (b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date, but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect his or her or its decision to enter into this Agreement. The Parties expressly acknowledge that this waiver of claims includes any claims for any alleged fraud, deception, concealment, misrepresentation or any other misconduct of any kind in procuring this Agreement. The Parties specifically do not, however, waive or release any claim that may arise for breach of this Agreement. 1 2. Authority. The Parties represent and warrant that they possess full authority to enter into this Agreement and to lawfully and effectively release the opposing Party as set forth herein, free of any rights of settlement, approval, subrogation, or other condition or impediment. This undertaking includes specifically, without limitation, the representation and warranty that no third party has now acquired or will acquire rights to present or pursue any claims arising from or based upon the claims that have been released herein. View More

Mutual Releases. Each of BeiGene and Celgene hereby acknowledges and agrees that all non-financial and financial obligations to be performed by either Party under the Collaboration Agreement have been performed and, except as provided in this Letter Agreement (including the payment obligations as expressly set forth in Section 3 of this Letter Agreement and the surviving rights and obligations under the Collaboration Agreement as expressly set forth in Section 6 of this Letter Agreement), there are no further ob...ligations to be performed by either Party under the Collaboration Agreement. Each Party, for itself and its past and present Affiliates and their respective successors and assigns, and the officers, directors, employees, shareholders, members and other equity owners of each of the foregoing (collectively, the "Releasors"), irrevocably waives, relinquishes, and fully and forever releases and discharges the other Party, and its past and present Affiliates and their respective successors and assigns, and the officers, directors, employees, shareholders, members and other equity owners and licensees and agents of each of the foregoing (collectively, the "Released Parties"), from any and all past, existing or future potential actions, claims, liabilities, rights, demands, suits, matters, liens, obligations, damages, losses, remedies of any kind, and causes of action of every nature and description, kind, or character that could have been, or can now or hereafter be asserted, whether known or unknown, foreseeable or unforeseeable, and whether arising at common law, including breach of contract, breach of the implied covenant of good faith and fair dealing, fraud or negligent misrepresentation, in equity, or under or by virtue of any local, state or federal statute, order or regulation, or otherwise, and whether filed in a federal or state court, administratively, or otherwise, that the Releasors ever had, could have had, now has, or hereafter in the future can, shall, or may have against any Released Parties, for, upon, by reason of, or related to or arising from the Collaboration Agreement, the transactions contemplated thereby, or the termination or expiration thereof; provided, however, that this Section 8 shall not apply to (a) the obligations set forth in this Letter Agreement; and (b) the obligations under those provisions of the Collaboration Agreement that survive termination of the Collaboration Agreement as expressly set forth in Section 6 of this Letter Agreement, but only with respect to breaches or failures under such surviving provisions that occur after the Termination Effective Date. Notwithstanding the foregoing, this Section 8 shall not apply with respect to any of the rights and obligations of indemnification with respect to Third Party Damages as set forth in Article 12 of the Collaboration Agreement that survive termination of the Collaboration Agreement (as set forth in Section 6 of this Letter Agreement). Each Party hereby represents and warrants to the other Party that, solely for purposes of this Section 8 of this Letter Agreement, (i) it is entering into this Letter Agreement on behalf of it and its other Releasors, (ii) it has the authority to cause its other Releasors to comply with the terms and conditions of this Section 8 of this Letter Agreement and there are no other Persons whose consent or joinder in this Letter Agreement is necessary to make fully effective the provisions of this Section 8 of this Letter Agreement that obligate, burden, or bind it and its other Releasors, and (iii) it has not transferred, assigned, or pledged to any Affiliate or any Third Party, the right to bring, pursue or settle any actions, claims, liabilities, rights, demands, suits, matters, liens, obligations, damages, or losses, related to or arising from the Collaboration Agreement, the transactions contemplated thereby, or the termination or expiration thereof. View More

Mutual Releases. As is standard in situations where an employer is paying an employee additional compensation upon separation, you, your spouse, beneficiaries, estate, heirs and any and all parties that may act on your behalf agree to fully and completely release, relinquish and forever discharge the Employers, and the Employers agree to fully and completely release, relinquish and forever discharge you from any and all claims demands, disputes, obligations, promises, costs, charges, fees (including attorneys' f...ees), expenses, taxes, fines, penalties, actions and causes of action of any kind, nature or description, whether known or unknown (including, but not limited to, for breach of any duty of good faith or other extra-contractual liability under any policy, and under the statutes, regulations or common law of any state), that you had or may have had or the Employers had or may have had, may now have or claim to have, or which may hereafter accrue, including without limitation any claims arising from or related to your employment with either of the Employers, except as provided in Section 22 of this Agreement. For purposes of this Agreement, the term "Employers" means and includes Berkshire Bank and Berkshire Hills Bancorp, Inc., their respective predecessors, successors and assigns, all of their past, present, and future shareholders, trustees, directors, officers, employees, representatives, attorneys, agent, and all of their respective parent or controlling corporations, affiliates and subsidiaries, as the case may be, or any other legal entity describing Berkshire Bank and Berkshire Hills Bancorp Inc.'s organization or through which they conduct business. View More

Mutual Releases. For and in consideration of the covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, each of Consultant, on one hand, and the Company, on another hand, shall release, acquit, satisfy, and forever discharge the other party and its affiliates, employees, agents, attorneys, and its successors and assigns (the "Released Parties") from any and all claims, actions, obligations, liabilities, demands and/or causes of action, suits, debts, sums of money, ...accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, of whatever kind or character, whether now known or unknown, which such party has or might claim to have against the other party, including any payments to Consultant by the Company, arising or to arise under any and all agreements or other arrangements, written or oral, in any manner concerning the Released Parties (collectively, the "Claims"), other than any Claims relating to the execution and delivery of this Agreement and the terms and provisions hereof. View More

Mutual Releases. Effective upon the execution hereof by each Party, Maptelligent and the GEOCommand Parties do hereby irrevocably release the other Party, on behalf of themselves, and all persons or entities claiming by, through or under them, and their respective shareholders, officers, directors, heirs, successors and assigns, hereby fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to sue the other Parties, as well as the other Parties' respective officers, d...irectors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and agents with respect to any and all claims, demands, suits, liability, tort, covenant, contract, or causes of action of any kind whatsoever, at law or in equity, in connection with the Purchase Agreement. This release shall not limit the rights of either Party to enforce this Agreement. View More

Mutual Releases. Each Party, on its own behalf and on behalf of each of its past and present officers, directors, shareholders, employees, agents, representatives, affiliates, subsidiaries, divisions, predecessors, heirs, successors and administrators, hereby releases and forever discharges the other Party and each of its respective past and present affiliates, subsidiaries, predecessors, successors, and assigns, and each of its respective past and present members, shareholders, employees, agents, representative...s, officers and directors, of and from any and all demands, obligations, actions, claims (for indemnification or otherwise), causes of action, rights, debts, liabilities, damages, costs, losses, expenses and compensation of any kind, liquidated or unliquidated, anticipated or unanticipated, known or unknown, matured or unmatured, now or hereinafter existing arising as a result of the Note; provided, however, that nothing contained herein shall relieve any Party of any of its obligations under this Agreement, or extinguish or modify any rights that any Party may have under this Agreement or under the SPA. 1 4. Governing Law. This Agreement shall be interpreted under the laws of the State of Nevada without regard to conflict of law principles. View More

Mutual Releases. a.So long as the Company fully complies with the terms of this Agreement, the Lender hereby irrevocably and unconditionally releases the Company and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the "Company Released Parties"), of and from all claims, demands, actions, causes of action, rights of action, contracts,... controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Lender or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to the Note, the Warrants, and the SPA (collectively, the "Lender Released Claims"). 1 b.The Company hereby irrevocably and unconditionally releases the Lender and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the "Lender Released Parties"), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Lender Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to the Note, the Warrants, and the SPA (collectively, the "Company Claims"). c.The Lender understands that this releases claims that the Lender may not know about with respect to the Note, the Warrants, and the SPA. This is the Lender's knowing and voluntary intent, even though the Lender recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d.The Company understands that this releases claims that the Company may not know about with respect to the Note, the Warrants, and the SPA. This is the Company's knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e.So long as the Company fully complies with the terms of this Agreement, the Lender agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Lender Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). f.The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Lender with respect to all of the Company Claims released herein arising from the beginning of the world up to and including the Effective Date (whether known or unknown to it and including any continuing effects of any acts or practices prior to the Effective Date). View More

Mutual Releases. 11.1. The Paragon Litigation Trust, on behalf of itself and its current and former beneficiaries, representatives, litigation trust management, attorneys, agents, partners, employees, trustees, representatives, predecessors, successors, and assigns, forever unconditionally and irrevocably releases, discharges, and holds harmless Noble, its current and former direct and indirect subsidiaries and 6 divisions, and their respective representatives, advisors, investment banks, attorneys, agents, part...ners, officers, shareholders, directors, employees, customers, representatives, predecessors, successors, assigns, and Affiliates – past, present, and future – from any and all Claims arising out of or based on any act or omission occurring from the beginning of time up to and including the Effective Date. Notwithstanding the foregoing, nothing herein shall release (a) a Party from any obligation, promise, covenant, act, or agreement set forth in this Agreement; (b) any Claim that has been asserted against the D&O Defendants in the Action; and (c) the Insurers. 11.2. Noble, on behalf of itself and its current and former beneficiaries, representatives, attorneys, agents, partners, employees, trustees, representatives, predecessors, successors, and assigns, forever unconditionally and irrevocably releases, discharges, and holds harmless the Paragon Litigation Trust, its current and former direct and indirect subsidiaries and divisions, and their respective representatives, advisors, investment banks, attorneys, agents, partners, officers, shareholders, directors, employees, customers, representatives, predecessors, successors, assigns, and Affiliates – past, present, and future – from any and all Claims arising out of or based on any act or omission occurring from the beginning of time up to and including the Effective Date. Notwithstanding the foregoing, nothing herein shall release (a) a Party from any obligation, promise, covenant, act, or agreement set forth in this Agreement; (b) any Claim that has been asserted against the D&O Defendants in the Action; and (c) the Insurers. 11.3. Each Party acknowledges and agrees that it intends to release and discharge the Claims set forth above, irrespective of whether such Claims are known or unknown to any or all Parties, and irrespective of whether such Claims, if actually unknown to a Party, could or could not have been discovered by that Party through the exercise of reasonable diligence. The Parties knowingly, voluntarily, intentionally, and expressly waive any and all rights and benefits under any and all laws (including but not limited to statutes, ordinances, administrative regulations, and principles of common law) of any federal, state, province, territory, county, city, municipality, or any other political subdivision of the United States or any foreign country, that would restrict in any fashion the full scope of enforceability of the releases set forth in this Section 11. 11.4. All rights under Section 1542 of the California Civil Code, or any analogous state or federal law, are hereby expressly WAIVED by the Parties, if applicable, with respect to any of the claims, injuries, or damages described in the releases set forth in Section 11. Section 1542 of the California Civil Code reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." 7 12. Condition Precedent. The occurrence of the Effective Date shall be a condition precedent to the effectiveness of this Agreement. View More

Mutual Releases. Holder, on the one hand, and Debtor, on the other hand, for themselves and their respective predecessors, successors, affiliates, officers, directors, principals, partners, employees, executors, beneficiaries, representatives, agents, assigns, attorneys, and all others claiming by or through them hereby release and forever discharge each other and their respective predecessors, successors, affiliated entities, subsidiaries, parent companies, affiliates, officers, directors, principals, partners,... employees, executors, beneficiaries, representatives, agents, assigns, and attorneys from any and all actions, causes of action, suits, proceedings, debts, contracts, controversies, agreements, promises, damages, claims and demands of any kind, nature or description, known or unknown, of any kind whatsoever, whether based upon a tort, contract or other theory of recovery, and whether for compensatory damages, punitive damages or other relief in law, equity or otherwise, that any of the Parties has ever had, now has, or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement, including without limitation all claims arising out of or relating to the Assigned Amount of the Debt set forth under the Replacement Note. 1 3. NON-DISPARAGEMENT. So long as such Party has not breached this Agreement, each Party shall not in any written or oral communications with any third party, including but not limited to any credit reporting agency, investor or vendor, through any medium, whether tangible, electronic, or otherwise, criticize, ridicule or make any statement which, directly or indirectly, disparages, causes any harm to, or negatively affects the other Party or their affiliates or subsidiaries or any of their respective directors or senior officers or the any of their businesses. Each Party shall not express any negative opinions of the other Party, the other Party's business, or any affiliates of the other Party. The provision shall be construed broadly and shall govern any statement, express or implied, made concerning any of the Parties, the Parties' business, or affiliates, subsidiaries or nominees of the Parties, unless required by law. View More