Executive, on behalf of himself and Executive’s attorneys, heirs, executors, administrators, representatives, agents, successors, and assigns, and anyone claiming for Executive or on Executive’s behalf (collectively, with Executive, the “Executive Parties”) fully release and discharge the Company and its present, past, and future parents, subsidiaries, and affiliated corporations, divisions, affiliates, predecessors, principals, partners, joint ventures, representatives, successors, and assigns, and their past and present owners, directors, officers, employees, stockholders, attorneys, agents, trustees, and insurers, and all persons acting by, through, under or in concert with any of them and all other persons, firms and corporations whomsoever in their individual, corporate, or official capacities (collectively, with the Company, the “CSG Parties”), and the Company, on behalf of itself and the CSG Parties, fully release and discharge the Executive Parties, from any and all liability, actions, causes of actions, and claims of any nature, whether known or unknown, in connection with Executive’s employment and all interactions, agreements, contracts, express or implied, which the Executive Parties have against the CSG Parties and which the CSG Parties have against the Executive Parties, in each case through the applicable signature dates of this Mutual Release. This Mutual Release, however, does not apply to any claim which as a matter of law cannot be released, including, but not limited to, claims for unemployment insurance benefits and workers’ compensation claims. The Executive Parties and the CSG Parties agree that it is their respective intent to release all claims which they can legally release. This Mutual Release excludes claims that cannot be released or waived by law or private agreement.
or ordinance; breach of contract claims; breach of any collective bargaining agreement claims; tort claims, including negligence; and all demands, damages expenses, fees (including attorneys’ fees, court costs, expert witness fees, etc.), which the Executive Parties have against the CSG Parties and which the CSG Parties have against the Executive Parties, including, but not limited to, Executive’s employment and the termination of Executive’s employment, or any acts, transactions, or occurrences between the CSG Parties and the Executive Parties through each Party's applicable signature dates on this Mutual Release. This release does not purport to waive claims arising after each Party's signature date on this Mutual Release.
If Executive signs this Mutual Release, Executive will have seven (7) days after signing this Mutual Release to revoke, rescind, or cancel Executive’s consent to this Mutual Release. If Executive wishes to revoke this Mutual Release, Executive agrees to do so in writing within seven (7) days after signing this Mutual Release, by delivering written notice of Executive’s intent to revoke to Greg Cannon, the Company’s General Counsel, at 6175 S Willow Drive, 10th Floor, Greenwood Village, CO 80111.
Subject to the permitted disclosures in Section 8, the Parties hereby covenant and agree not to commence against the other Party a legal action or other proceedings or assert any defenses arising from or based, in whole or in part, on the claims, counterclaims, causes of action, suits, defenses, injuries, damages, losses and/or rights released in this Mutual Release. The Parties expressly agree that this Mutual Release may be pled as a full and complete defense to any action or other proceeding released in this Mutual Release, and as a basis for abatement of, or injunction against, such actions. In the event of any breach of the foregoing, the non-breaching Party will recover its reasonable attorney fees and actual costs and expense of enforcing this Section 4. Nothing in this Mutual Release shall, however, be construed as an agreement not to commence legal action to enforce the terms of this Mutual Release.
The Parties to this Mutual Release each acknowledge that (i) they have been represented by counsel of their own choosing with respect to the negotiation and signing of this Mutual Release, (ii) they have had the opportunity to review and reflect on the terms of this Mutual Release, and (iii) they have not been the subject of any undue or improper influence that would interfere with the exercise of their understanding and will to sign this Mutual Release. The Parties agree to bear their own costs and attorneys’ fees related to this Mutual Release.
j.Warranty of Authority.Each person executing this Mutual Release represents and warrants that he or she has full authority to sign this Mutual Release on behalf of the Party for which he or she is acting and that the Parties will thereby be fully bound by the terms of this Mutual Release.The Parties specifically represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise disposed of any claim, demand or action which is the subject of this Mutual Release.
HBAM Holding Inc. and Bruce Linton accept the offer as set out at paragraphs 3 and 4 of the above letter. HBAM and Linton agree to execute and comply with the terms of the attached Mutual Release. HBAM and Linton further agree to abide by the non-competition and non-solicitation provisions set out at sections 11 and 12 of the Consulting Agreement, which we acknowledge and agree are reasonable and enforceable.
5.The Parties agree that the consideration set out in the Settlement Agreement, the receipt and sufficiency of which is acknowledged, is the sole consideration for this Mutual Release. The Parties have agreed further that they have voluntarily accepted the consideration to make full and final compromise, adjustment and settlement of all claims in respect of the Released Matters.
7.Each Party acknowledges that they have received independent legal advice before executing this Mutual Release. If any Party has executed this Mutual Release without the benefit of independent legal advice, such Party fully understands this Mutual Release and waives the right to receive any such independent legal advice.
6. Executive agrees that this Mutual Release does not waive or release any rights or claims that he may have under the Age Discrimination in Employment Act of 1967 which arise after the date on which he executes this Mutual Release. Executive acknowledges and agrees that his separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
9. The Executive agrees that Executive will forfeit the amounts payable by the Company pursuant to the Agreement, and the release given by the Company Released Parties hereunder, if the Executive challenges the validity of this Mutual Release. Executive also agrees that if any of the Executive Released Parties violates this Mutual Release by suing any of the Company Released Parties in contravention of the release by the Executive Released Parties set forth herein, then Executive will pay the cost and expenses of defending against the suit incurred by any Company Released Parties, including reasonable attorneys fees, and return all payments received by Executive pursuant to the Agreement on or after the termination of Executives employment. The Company agrees that if any of the Company Released Parties violates this Mutual Release by suing any of the Executive Released Parties in contravention of the release by the Company Released Parties set forth herein, then the Company will pay the cost and expenses of defending against the suit incurred by any Executive Released Parties, including reasonable attorneys fees.
8.Mutual Release.Upon OncoGenex’s payment to Ionis of the Upfront Cash Payment, Ionis and OncoGenex release and forever discharge each other and each of the other’s parents, subsidiaries, employees, insurers, attorneys, and predecessors from any and all claims, causes of action, damages, and controversies that either of the Parties has asserted or could have asserted to date arising out of or related to (i) the Lawsuit and the claims asserted therein, (ii) any Revenue, Non-Royalty Revenue and other revenue received by OncoGenex from Teva to date, and (iii) the Amended and Restated License Agreement.This Mutual Release provision does not and is not intended to release or discharge any claim arising out of or related to a breach of this Letter Agreement.For purposes of this Mutual Release, OncoGenex represents and warrants that it has received no Revenue, Non-Royalty Revenue or revenue (other than the recognition of deferred collaboration revenue in the normal course of business) since May 12, 2016.
2. Limitation on Mutual Release. The mutual release in Section2 above shall not extend to any breach by any Releasees of their respective obligations under (i)any Amortization Document, including without limitation the Block A Certificate, the Block B Certificate,this Mutual Release and Discharge and the SHA Amendment, and (ii)a Partys willful breach of its obligations under the Shareholders Agreement oocurring between the date hereof and the date of the Block A Transaction.
5.1 Mutual Release. 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 this Agreements.
1. Mutual Release. The Company, along with its successors, assigns and related entities and persons, hereby irrevocably and unconditionally waives, releases and forever discharges Drury, and each of his successors and assigns, of and from any and all claims, grievances, actions, causes of action, rights, demands, damages, liabilities, obligations, promises, controversies, accountings and expenses of whatsoever nature and kind, whether known or unknown, including those related in any way to Drury being an officer or director of the Company, or his affiliation or relationship to the Company. In turn, Drury, along with his successors, assigns and related entities and persons, hereby irrevocably and unconditionally waives, releases and forever discharges the Company and all related, parent, subsidiary, or affiliated organizations persons, and each of its respective partners, directors, shareholders, officers, agents, representatives, attorneys, accountants, and employees, past and present, and each of their successors and assigns, of and from any and all claims, grievances, actions, causes of action, rights, demands, damages, liabilities, obligations, promises, controversies, accountings and expenses of whatsoever nature and kind, whether known or unknown, including those including those related in any way to Drury being an officer or director of the Company, or his relationship or affiliation with the Company.
11.Separation Agreement and Mutual Release.The receipt of any severance payments or benefits pursuant to this Agreement will be subject to Executive signing and not revoking a separation agreement and mutual release of claims (in a form reasonably acceptable to the Company) and provided that such separation agreement and mutual release of claims is effective within sixty (60) days following the termination date.No severance pursuant to this Agreement will be paid or provided until the separation agreement and mutual release of claims becomes effective.If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump‑sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive ‘s estate.
Section 1.3Mutual Release.In consideration of the covenants, agreements and undertakings of the Parties under this Termination Agreement, PLIC and Prime Re, each 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 or Section 21.1 of the 80% Coinsurance Agreement and the 10% Coinsurance Agreement regarding Confidential Information (as defined therein).
7. Defendant Thriving acknowledges that upon execution of the Assignment, it will be responsible for all outstanding real estate taxes on the mortgaged Property. 8. The Parties shall dismiss with prejudice all pending cases as between them and any third party within three (3) days from execution of this Settlement, with the Court reserving jurisdiction to enforce the terms of the Settlement. 9. In consideration of all of the above, the Assignment which shall be executed consistent with the terms herewith, and the Settlement Payment, the sufficiency and receipt of which is hereby acknowledged, and entered into among the Parties, Helpful and FVZ and Thriving and their respective present and future members, directors, heirs, successors and/or assigns, hereby mutually release, discharge, remise, acquit and forever satisfy each other, together with all of its present and future members, directors, heirs, successors and/or assigns, respective agents and attorneys, from any and all past, present or future claims, actions, causes of action, demands, damages (including, but not limited to, compensatory, special, exemplary, punitive, statutory, incidental, consequential, economic and non-economic), suits, appeals, debts, sums of money, accounts, reckonings, attorney’s fees, costs, bills, covenants, contracts, controversies, agreements, promises, claims and demands whatsoever, at law or in equity, whether known or unknown, from the beginning of the world to the date hereof, including, but specifically not limited to, any claim or matter that could have been asserted, were attempted to be asserted, or that arose directly or indirectly from the litigation between the Parties in connection with the mortgaged Property which Thriving obtained at the foreclosure sale under Case Number 2014-024391-CA-01 and which is the subject of this action. This Mutual Release does not release the Parties from compliance with the terms of the Settlement, which are specifically carved out of this Mutual Release. 10. Each Party shall bear their own respective court costs and attorney’s fees.
5.Mutual Release. The Employee, on the one hand, hereby releases the Employer and the Employer, on the other hand, hereby releases the Employee, together in each case with all of such other party’s Employer’s parents, subsidiaries, affiliates and divisions, including all related companies, employee leasing companies, and as to each, their respective successors and assigns, general and limited partners, directors, officers, representatives, attorneys, shareholders, agents, employees, and their respective heirs and personal representatives (collectively, the “Releasees”), from any and all claims, causes of action, grievances, expenses, liabilities, costs (including attorneys’ fees), obligations whether known or unknown, that in anyway arise from, grow out of, or are related to the Employee’s employment with the Employer, the Employee’s termination of employment with the Employer, or events that occurred before the date the Employee executes this Agreement (collectively, the “Released Claims”).