Release Contract Clauses (8,988)

Release. 9.1 Plaintiffs' Releases. As consideration for this Agreement and as of the Effective Date, Plaintiffs, their successors, heirs, and assigns, and all representatives, agents, and attorneys of the foregoing, do hereby release, waive, relinquish, disavow and forever discharges Surge and all of its respective successors, heirs, and assigns, and all employees, representatives, agents, vendors, and attorneys of the foregoing (collectively, the "Surge Released Parties"), of and from any and all... claims, actions, or causes of action (including, without limitation, any claims for contract or tort damages, punitive damages, misrepresentation, violation of any law, statute, or administrative regulation, contribution, apportionment, equitable indemnity, express and/or contractual indemnity, unasserted claims, counter claims, or cross claims, and any other damages or loss or other form of relief), debts, demands, payments, rights, obligations, loss, judgments, awards, attorneys' fees, costs, interests, damages, lawsuits, liabilities, claims for reimbursement for costs or expenses, offsets, counterclaims, and defenses to collection or enforcement, benefits and causes of action of whatever kind, nature or character, known or unknown, suspected, fixed or contingent, past, present, or future, in law or in equity, related only to Plaintiffs' Claims in the Action against Surge. Notwithstanding the foregoing, this release will not be applicable to the obligations contained in this Agreement. 5 9.2 Surge's Releases. As further consideration for this Agreement and as of the Effective Date, Surge, on behalf of its and its successors, heirs, and assigns, and all employees, representatives, agents, and attorneys of the foregoing, do hereby release, waive, relinquish, disavow and forever discharge Plaintiffs and all of their successors, heirs, and assigns, and all employees, representatives, agents, vendors, and attorneys of the foregoing (collectively, the "Plaintiffs' Released Parties"), of and from any and all claims, actions, or causes of action (including, without limitation, any claims for contract or tort damages, punitive damages, misrepresentation, violation of any law, statute, or administrative regulation, contribution, apportionment, equitable indemnity, express and/or contractual indemnity, unasserted claims, counter claims, or cross claims, and any other damages or loss or other form of relief), debts, demands, payments, rights, obligations, loss, judgments, awards, attorneys' fees, costs, interests, damages, lawsuits, liabilities, claims for reimbursement for costs or expenses, offsets, counterclaims, and defenses to collection or enforcement, benefits and causes of action of whatever kind, nature or character, known or unknown, suspected, fixed or contingent, past, present, or future, in law or in equity, related to Plaintiffs' Claims in the Action against Surge. Notwithstanding the foregoing, this release will not be applicable to the obligations contained in this Agreement. View More

Release. Raptor and Reed's do hereby release, cancel, and forever discharge the other Party, including but not limited to, its directors, officers, employees, subsidiaries, affiliates, agents, and representatives from any and all claims, complaints, causes of action, demands, damages, obligations, liabilities, losses, promises, agreements, controversies, penalties, expenses, and executions of any kind or nature whatsoever, whether known or unknown, actual or potential, whether arising in law or in... equity, which each Party may have, may have had, or may in the future obtain, arising out of or relating out of the acts, omissions, agreements, or events relating in any manner to the Junior Lender Indebtedness and Junior Lender Transaction Documents (the "Release"). Each Party represents and warrants that it has not filed any action or initiated any other proceeding with any court or government authority against or involving the other Party that may constitute a claim or provide the basis for any liability that is excluded from the Release provide for in this Section 5. Each Party also represents and warrants that it is not aware of any action by the other Party that could result in a claim filed or initiated in another proceeding with any court or government authority against or involving the other Party that may provide the basis for any liability that is excluded from the Release provided for in this Section 5. View More

Release. ULRF hereby agrees to the Novation under this Agreement and releases and forever discharges Qualigen from all of its obligations and liabilities under the Sponsored Research Agreement as of and from the date of this Agreement. Qualigen hereby releases and forever discharges ULRF from all of its obligations and liabilities under the Sponsored Research Agreement on and from the date of this Agreement.

Release. Employee, and Employee's successors, heirs, agents, and assigns, release and forever discharge the Company and its current and former parent companies, subsidiaries, agents, employees, officers, directors, owners, executives, trustees, representatives, attorneys, related organizations, assigns, and successors (hereafter referred to collectively as the "Released Parties"), and each of them, from any and all liabilities, claims, causes of action, charges, complaints, commissions, obligations,... costs, losses, damages, injuries, attorneys' fees, and other legal responsibilities, of any form whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that Employee has incurred or expects to incur, or now owns or holds, or has at any time heretofore owned or held, or may at any time own, hold, or claim to hold by reason of any matter or thing arising from any cause whatsoever prior to the date of Employee's execution of this Agreement, including but not limited to Employee's employment with the Company, and the termination of that employment. This release extends to any and all claims including, but not limited to, any alleged: (a) violation of the California Fair Employment and Housing Act, the California Wage Orders, the Private Attorneys General Act, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act, the California Labor Code, the California Government Code, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Americans With Disabilities Act, the Family Medical Leave Act, the California Family Rights Act, the California Business and Professions Code, and/or state and federal False Claims acts; (b) discrimination, harassment, retaliation, breach of any express or implied employment contract or agreement, wrongful discharge, breach of the implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, misrepresentation, fraud, defamation, interference with prospective economic advantage, and/or failure to pay wages due or other monies owed; and (c) violation of any local, state or federal law, regulation, ordinance, and/or public policy, violation of any contract, or tort or common law claim having any bearing whatsoever on the terms and conditions and/or cessation of employment with any of the Released Parties. Notwithstanding the releases set forth above, this Agreement does not release any claim that is prohibited from being released as a matter of law. Employee understands that nothing in this release prevents Employee from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"), National Labor Relations Board, or any other federal, 2 state, or local agency charged with the enforcement of any employment laws, although Employee understands that by signing this Agreement, Employee waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC, or any other state or local deferral agency on Employee's behalf. This Agreement also does not affect Employee's right to report a violation of securities laws or participate in an investigation conducted by the U.S. Securities and Exchange Commission. View More

Release. In consideration for, and as a condition to, his receipt of the benefits provided herein and in the Severance Agreement: (a) To the fullest extent permitted by law, Harper hereby irrevocably and unconditionally releases, discharges and covenants not to sue Endocyte and its Representatives (as defined below) from and with respect to all claims, actions, costs and expenses, known or unknown, that Harper has or may have as of the Effective Date, except for (i) his rights under this Agreement, (ii)... his rights under the award agreements and plans governing his stock options and restricted stock units, (iii) his rights to indemnification under Endocyte's Certificate of Incorporation and By-Laws and to coverage under Endocyte's D&O insurance policies, and (iv) his rights as a stockholder (collectively, the "Preserved Rights"). Nothing in this Agreement shall constitute or be construed as a waiver of future claims or a waiver of Harper's right to file a charge with the U.S. Equal Employment Opportunity Commission or its state or local counterparts or to participate in an investigation of any such charge. However, Harper does release to the fullest extent permitted by law his right to file a court action and to seek or to accept individual remedies or damages in any action filed on his behalf, and this release shall apply with full force and effect to any proceeding arising from or relating to such recourse including, but not limited to, the right to monetary damages or other individual legal or equitable relief. (b) For the avoidance of doubt, this release shall be construed as broadly as lawfully possible and is intended, to the fullest extent permitted by law, to include all claims that Harper may have against Endocyte and any of its Representatives as of the Effective Date other than the Preserved Rights, including those arising (i) from his service as an employee, officer and director of Endocyte (or from the termination of such service), (ii) under any federal, state or local law (including anti-discrimination laws such as the Age Discrimination in Employment Act), (iii) under any contract or agreement between Harper and Endocyte, including the Severance Agreement, and (iv) under any legal theory, including contract, tort or common law. (c) The "Representatives" of Endocyte to which the foregoing release extends include all of its officers, directors, employees, agents, representatives, stockholders, benefit plans and programs (except with respect to any vested retirement benefits), trusts, trustees, administrators, fiduciaries, insurers, attorneys and assigns, and all persons acting by, through, under, or in concert with any of the foregoing entities or individuals. (d) Harper represents and warrants that he has not commenced an action of any kind in any forum against Endocyte or any of its Representatives. 3 Harper's Initials ______ (e) Endocyte hereby irrevocably and unconditionally releases, discharges and covenants not to sue Harper, his estate and his heirs from and with respect to all claims, actions, costs and expenses, known or unknown, that Endocyte has or may have as of the Effective Date; provided, however, that the foregoing release does not extend to (i) Endocyte's rights and Harper's obligations under this Agreement, the Severance Agreement and the Surviving Covenants as defined in Section 8(b) below, or (ii) any claims that cannot by law be released through this Agreement. (f) This Agreement does not constitute an admission by either Party that such Party has violated any law or committed any wrongful act, and each Party specifically denies having done so. This Agreement may not be introduced into evidence or relied upon in legal proceedings except proceedings regarding breach of the terms of this Agreement or in defending legal claims. View More

Release. Upon full performance by Tenant of all of the terms of this Agreement, Landlord shall release Tenant from all claims for Base Rent owed under the Lease; provided, however, Landlord expressly preserves and is not releasing claims against Tenant relating to obligations of Tenant which expressly survive the expiration or earlier termination of the Lease. Tenant agrees that the Indemnitees shall be released and discharged from any and all of the Claims relating to or arising from (a) Tenant's use... of the Premises, including, but not limited to, Tenant's active or passive negligence or willful misconduct in connection with its use of the Premises, (b) the Premises and all areas adjacent thereto, (c) Landlord's ownership, use or operation of the Premises during the Original Term as same relates to Tenant, and (d) the Lease. Tenant hereby waives and agrees not to commence any action, cause of action or suits in law or equity, of whatever kind or nature, including but not limited to, a private right of action under the federal superfund laws, 42 U.S.C. Section 9601 et seq., as amended and California Health and Safety Code Sections 25300 et seq., as amended, directly or indirectly, against the Indemnitees or their agents in connection with the costs or liabilities described above and expressly waives the provisions of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR and all similar provisions or rules of law. Tenant elects to and does assume all risk for such Claims heretofore and hereafter arising, whether now known or unknown by Tenant. The aforementioned release shall not include any Claims arising out of the entry into or performance of this Agreement. View More

Release. a. Upon effectuation of the matters set forth in Section 1 above, the return of the MYDX shares to treasury as set forth in Section 5 below, and the return of the Backend Note, the Convertible Note and the Prior Note each marked as "Paid in Full", MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and... attorneys (the "MYDX Releasors") hereby release Phoenix and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively the "Released Phoenix Parties"), from and against any and all actions, suits, judgments, claims, proofs of claim, demands, damages, attorneys' fees, causes of action, debts, liabilities, or controversies of any kind whatsoever, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that MYDX now has or may have had, or thereafter claims to have on behalf of itself, or any other person or entity, from the beginning of the world up through and including the date of this Agreement, including but not limited to the Backend Note, the Conversion Note or Prior Note. 3 b. Upon effectuation of the matters set forth in Section 1 above and the return of the MYDX shares to treasury as set forth in Section 5 below, Phoenix and its predecessors, successor, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (the "Phoenix Releasors") hereby release MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively the "Released MYDX Parties"), from and against any and all actions, suits, judgments, claims, proofs of claim, demands, damages, attorneys' fees, causes of action, debts, liabilities or controversies of any kind whatsoever, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration tribunal or administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that Phoenix now has or may have had, or thereafter claims to have on behalf of itself, or any other person or entity, from the beginning of the world up through and including the date of this Agreement, including but not limited to the Backend Note, the Conversion Note or Prior Note. Nothing contained in this release shall prevent the Parties from asserting or pursuing any claim to enforce the terms of this Agreement. 4 5. Return of Reserve Shares to MYDX Treasury. All shares of MYDX that are held by the transfer agent shall immediately be returned by the transfer agent to treasury and Phoenix will instruct the transfer agent of its consent to same. View More

Release. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 12.06 of the Indenture. -1- 5. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.01 of the Indenture.

Release. In order to be eligible to receive any benefits under Section 3, the Employee (or the Employee's estate, as applicable) must (i) execute and return a general waiver and release a form provided by the Company and reasonably acceptable to the Employee, of all employment related obligations of and claims and causes of action against the Company (a "Release"), to the Company within the applicable time period set forth therein and (ii) not revoke the Release within the revocation period (if any) set... forth therein; provided, however, that in no event may the applicable time period or revocation period extend beyond sixty (60) days following the Employee's date of termination. View More

Release. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any severance benefits to a Participant under Section 4(b) hereof unless: (a) the Participant or the Participant's legal representative first executes within fifty (50) calendar days after the Date of Termination (or such earlier date as may be required by the Company) a release of claims agreement in the form attached hereto as Exhibit C, with such changes as the Company may determine to be... required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable law (the "Release"), (b) the Participant does not revoke the Release, and (c) the Release becomes effective and irrevocable in accordance with its terms. View More