A mutual release of all claims is a contractual provision in which both parties agree to relinquish any potential legal claims against each other related to a particular matter. This clause aims to bring finality to any existing or future disputes, ensuring that neither party can pursue litigation related to the specified issues.
The Waiver shall contain a mutual release of all claims in favor of each of you and the Company and also contain a mutual release of all claims in favor of the Escrow Agreement. A fully executed version of the Waiver shall be delivered by the Company to the Escrow Agent with instructions to release the Retention Bonus from escrow.
Under the terms of the Settlement Agreement, the Notes were cancelled with all related accrued penalties and interest and the parties agreed to a mutual release of all claims. The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The Settlement Agreement provides for, among other things: dismissal of the Litigation, release to the Company of 340,000 shares of the Company’s common stock previously held in escrow in connection with the Transaction, discharge of the final payment of $358,000 owing by the Company in connection with the Transaction and a mutual release of all claims.
The parties to the Agreement agreed to a mutual release of all claims and to dismiss the pending litigation in the U.S. District Court for the District of Massachusetts.
On March 27, 2024, the Dole Parties and the Fresh Express Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Purchase Agreement was terminated. Under the Termination Agreement, the Dole Parties, on the one hand, and the Fresh Express Parties, on the other hand, on behalf of themselves and certain other related and affiliated parties, agreed to a mutual release of all claims and actions arising out of or related to the Purchase Agreement and the transactions contemplated thereby, subject to certain exceptions.
LUXEMBOURG – September 22, 2023 – Subsidiaries of Arrival (Nasdaq: ARVL) (“Arrival” or the “Company”), inventor of a unique new method of design and production of electric vehicles (“EVs”), has agreed to pay its lender under the term loan facility disclosed to the market on August 22, 2023, pursuant to the acceleration and termination disclosed to the market on September 15, 2023, an aggregate amount of $7.4 million (inclusive of the principal amount) in connection with a mutual release of all claims between the relevant parties.
Such mutual release of all claims relates to each and every claim that was brought in the Arbitration and the Enforcement Action, and any claim which could have been brought in either proceeding or any other proceeding. Familiarity with the Alaska Supreme Court case Young v. State, 455 P.2d 889 (Alaska 1969), is also acknowledged by the Parties, and any protection of the holding therein relevant to any of the present matters is hereby expressly waived by all Parties.
This Mutual Release of All Claims contains nine (9) pages and is the entire agreement of the Parties.
(a) On October 28, 2019, Donald Steinberg and Charles Larsen, each the owner of five million shares of Preferred Class A Common Stock, agreed, in exchange for a mutual release of all claims by the Company, to cancel and return to treasury their respective 5,000,000 shares of Preferred Class A common stock.
The Separation Agreement also provides for a customary mutual release of all claims by the Company and Mr. Boyle against one another.
As part of the Amended Agreement, Mr. Karels and the Company executed a mutual release of all claims related to Mr. Karels’ employment.
The parties have also agreed to a mutual release of all claims arising out of or relating to the relevant cancellation insurance policies. The Company expects to receive the settlement payment during the third quarter of 2022.
Without admitting any liability, and in exchange for a mutual release of all claims, Mr. Panzeca and the Company entered into the Settlement Agreement in order to avoid the ongoing costs of litigation. Following the execution of the Settlement Agreement, the Complaint was voluntarily dismissed by the Plaintiff on July 9, 2020.
6. We see that you agreed to pay the holder of a convertible note a total of $70,000 in ten monthly payments, beginning on January 20, 2019, in exchange for a mutual release of all claims.
The Settlement Agreement includes a mutual release of all claims relating to litigation between Donovitz and Biote; the termination of the founder advisory agreement by and between Donovitz and BioTE Medical, LLC; two year non-compete and non-solicitation agreements for Donovitz; and a voting agreement with customary terms acceptable to the Company. Additionally, Biote will repurchase all 18.4 million Biote shares beneficially held by Donovitz.
The ageements between the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.
Under a Settlement Agreement and Release (the “Midwestern Release Agreement”), dated as of December 12, 2023 (the “Midwestern Release Date”), between Signing Day Sports, Inc., a Delaware corporation (the “Company”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Midwestern Interactive”), the Company and Midwestern Interactive agreed to a mutual release of all claims that could have been asserted as of the Midwestern Release Date.
The Parties Agreed to a Mutual Release of All Claims as Well as a Covenant Not to Sue Pursuant to the Terms of a Confidential Settlement Agreement
2.6 Representation. The parties to this Agreement represent that they have carefully read this Agreement and particularly its provisions that this is a mutual full and complete release of all claims, that it has been fully explained to each party by competent counsel of each parties own independent selection, that each party fully understands its final and binding effect, that each party needs no further time to consider this Agreement, that the only promises made to induce each party to sign this Agreement are those stated hereinabove, and that each party is signing this Agreement voluntarily and with the full intent that this is a full and final settlement and mutual release of all claims with covenant of non-disparagement.
4.1 MUTUAL RELEASE OF ALL CLAIMS. (a) Except as stated in the provisions of this Agreement, Baldwin knowingly and voluntarily releases and forever discharges the Company, the Bank, its affiliates, subsidiaries, joint ventures, divisions, successors and assigns, and all of its past, present and future parents, affiliates, subsidiaries, divisions, successors and assigns, and each of their current and former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, attorneys, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs) and any other person acting by, through, under, or in concert with any of the aforementioned persons or entities (the “Released Parties”), of and from any and all claims, known and unknown, arising out of Baldwin’s employment or Company-related business dealings with any of the Released Parties which Baldwin, Baldwin’s heirs, executors, administrators, successors, and assigns have, or may have as of the Effective Date against the Released Parties. In the event that the law prohibits a waiver of claims under any statute listed in this Section 4.1, Baldwin hereby acknowledges that Baldwin has no valid claim under those statutes. The claims released or acknowledged not to exist include, but are not limited to, to the maximum extent permitted by law, claims under any federal and/or state Constitution; claims under any federal, state, and/or local common law, including claims sounding in tort and/or contract; claims under any federal, state, and/or local public policy; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Equal Pay Act: claims for workers’ compensation retaliation and/or discrimination; claims under the Fair Labor Standards Act and/or any other federal, state, and/or local wage payment law; claims for discrimination (including harassment) and/or retaliation under any federal, state, and/or local law, including, without limitation, 42 U.S.C. §§ 1981, 1983 and 1985, 18 U.S.C. § 1514A, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, and/or any other federal, state, and/or local law, statute, ordinance, and/or regulation; claims under any and all other federal, state, and/or local laws, statutes, ordinances, regulations, and/or common law, including any Kansas statutes, ordinances, regulations and/or common law; and claims under any practice and/or policy of any Released Party, including, without limitation, any benefit plan of any Released Party except as noted herein. (b) The Company, Affiliated Companies, and other Released Parties knowingly and voluntarily release and forever discharge Baldwin, of and from any and all claims, known and unknown, arising out of Baldwin’s employment or Company-related business dealings with any of the Released Parties which the Released Parties have, or may have as of the Effective Date against Baldwin. The Company and other Released Parties acknowledge they have no valid claims against Baldwin. The claims released or acknowledged not to exist include, to the maximum extent permitted by law, claims under any federal and/or state Constitution; claims under any federal, state and/or local common law, including claims sounding in tort and/or contract; claims under any federal, state and/or local public policy; claims under any and all federal, state, and/or local laws, statutes, ordinances, regulations and/or common law including any Kansas statutes, ordinances, regulations and/or common law and/or claims under any practice or policy of any Released Party. With respect to a third-party claim against the Company or any other Released Party, the release set forth in this Section 4.1(b) shall only apply to the extent that such claim is covered by the directors and officers liability insurance policy of the Company or the Bank or the indemnification obligations of the Company or the Bank under their respective organizational documents, and the release set forth in this Section 4.1(b) shall not apply to any other third-party claim. (c) Baldwin’s release of claims in this Section 4.1 shall not extend to (i) any future claims for benefits under any qualified retirement plan maintained by the Company, (ii) any future claims for governmental unemployment benefits, (iii) any future claims for workers compensation benefits; (iv) Baldwin’s rights, if any, under the Plan, or CrossFirst Holdings, LLC Unit Appreciation Rights Plan or LLC Equity Incentive Plan, (v) Baldwin’s rights, if any, as an owner of any securities of the Company, or (vi) Baldwin’s right to receive indemnification from the Company under applicable provisions of the law of the State where Baldwin is employed or the articles of organization, articles of incorporation, By Laws or Operating Agreement of the Company or its Affiliated Companies, as the case may be.
A “Mutual Release of All Claims” is a legal agreement between two parties where each party agrees to release the other from all potential legal claims, disputes, or liabilities. This agreement is typically used to settle existing disputes by ensuring that both parties relinquish any right to pursue further legal action against each other regarding the matter in question. It’s a way of putting an end to legal conflicts, providing a clean break and peace of mind to both entities involved.
The “Mutual Release of All Claims” should be used in scenarios where two parties wish to resolve a disagreement or contractual dispute without engaging in litigation. It is particularly useful in the following situations:
Settlement of Litigation: When parties want to avoid the time, expense, and uncertainty of a lawsuit.
Termination of Contracts: If both parties wish to end a business relationship on amicable terms without leaving any unresolved claims.
Employment Disputes: In cases where an employer and employee decide to settle a dispute and end the employment relationship without future legal issues.
Business Disputes: To resolve disagreements between business partners, shareholders, or between a company and its clients.
Writing a “Mutual Release of All Claims” involves clearly articulating the terms and conditions under which both parties agree to relinquish future legal claims. Here are the essential components you should include:
Introduction: Clearly state the intent to create a mutual release agreement, identifying both parties involved.
Recitals: Briefly describe the background of the dispute or reason for the release.
Mutual Release Clause: Explicitly state that both parties release each other from all claims, demands, and causes of action, known or unknown, arising from the specified matter.
Consideration: Mention any consideration (e.g., payment) given in exchange for the release of claims, to ensure the agreement is legally binding.
Confidentiality: Include a clause that specifies whether the terms of the release are to be kept confidential.
Governing Law: Indicate which jurisdiction’s laws will govern the agreement.
Signatures: Provide space for signatures of both parties and the date of signing.
Example:
“Both parties, [Party A] and [Party B], hereby mutually release, waive, and discharge each other from all claims, demands, and causes of action of any kind, known or unknown, which may have arisen or may arise in relation to [specific matter]. In consideration for this mutual release, [Party A] agrees to [specific consideration], and [Party B] agrees to [specific consideration]. This agreement is governed by the laws of [State/Country].”
The “Mutual Release of All Claims” is often found in a variety of contracts where both parties intend to settle their differences and prevent future disputes. These include:
Settlement Agreements: Commonly included when parties involved in a dispute decide to settle outside of court.
Severance Agreements: Used when an employer and an employee mutually agree to end the employment relationship.
Business or Partnership Dissolution Agreements: When business partners decide to dissolve their partnership and settle all obligations.
Real Estate and Property Settlement Agreements: To resolve disputes in property transactions or lease agreements.
Confidentiality Agreements: Sometimes incorporated to prevent the leaking of sensitive information amid resolving disputes.
In these contexts, the mutual release clause acts as a safeguard, ensuring both parties can move forward without lingering legal entanglements.
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A mutual release clause is a provision in a contract where all parties agree to relinquish any claims against each other, effectively releasing one another from liability arising out of past actions or disputes related to the contract. This agreement ensures that all involved parties waive any rights to pursue legal action for any matters specified in the release, providing a clean break and resolution to potential conflicts.
A mutual termination clause allows both parties in a contract to agree to end their agreement by mutual consent, effectively releasing each other from further obligations under the contract. This clause typically outlines the conditions and procedures required for both parties to initiate and formalize the termination process.
A mutual waiver of consequential damages clause in a contract stipulates that both parties agree not to hold each other liable for damages that are not a direct result of a breach but rather occur as a secondary effect, such as lost profits or reputational harm. This clause is intended to limit each party's potential exposure to substantial and often unpredictable financial liabilities, promoting more equitable risk management.
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