Company Release Sample Clauses

Company Release. As a condition to the Company’s obligations pursuant to this Agreement, the Executive agrees to execute a release of claims against the Company (the “Release”), substantially in the form attached hereto as Exhibit A, by the sixtieth (60th) day following the Executive’s Termination Date. If the Company has not received an irrevocable Release by the sixtieth (60th) day following the Termination Date, the Company shall be under no obligation to make payments or provide benefits under this Agreement; provided such sixty (60) day period shall be tolled during the pendancy of any arbitration proceeding under this Agreement. In the event one or more of the provisions of the Release should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Release, and the Release shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein.

Company Release. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally release and forever discharge the Executive Parties from any and all Claims, including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, excepting any Claim which would constitute or result from conduct by the Executive that would constitute a crime under applicable state or federal law; provided, however, notwithstanding the generality of the foregoing, nothing herein shall be deemed to release the Executive Parties from (A) any rights or claims of the Company arising out of or attributable to (i) the Executive’s actions or omissions involving or arising from fraud, deceit, theft or intentional or grossly negligent violations of law, rule or statute while employed by the Company and (ii) the Executive’s actions or omissions taken or not taken in bad faith with respect to the Company; and (B) the Executive or any other Executive Party’s obligations under this Release or the Employment Agreement.

Company Release. (a) In consideration of the Employee’s execution and non-revocation of this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, Company, on behalf of itself and each of its subsidiaries, hereby releases, forever discharges and covenants not to ▇▇▇ Employee with respect to and from any Claim which Company or its applicable subsidiary now has or may hereafter have against Employee by reason of any act, omission, matter, cause or thing whatsoever occurring from the beginning of time through the date Employee signs this Agreement; provided, however, that this release excludes (i) any Claims that cannot be waived by law, (ii) Claims with respect to the breach of any covenant to be performed by Employee after the date of this Agreement and (iii) Claims based upon Employee’s willful misconduct. (b) Company represents and warrants that Company has not assigned or transferred to any third party any interest in any Claim which Company may have against Employee, and Company agrees to indemnify and hold Employee harmless from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred by Employee as a result of any such assignment or transfer. (c) Company represents and warrants that Company has not asserted, filed or otherwise taken actions to initiate any Claim against Employee in any federal, state or local court, administrative agency, arbitral forum, or any other forum.

Company Release. (i) Effective as of the payment of the Outstanding Balance, each of Company, IGI and LVKI, for itself and on behalf of its respective Affiliates, successors and assigns (the “Company Releasing Parties”), hereby fully, unconditionally and irrevocably waives, releases and forever discharges, acquits and holds harmless the Holder and its Affiliates, successors and assigns (the “Holder Released Parties”) from any and all claims, causes of action, suits, charges, demands, losses, costs, expenses (including attorneys’ fees and expenses), obligations, liabilities and/or damages of every kind and nature whatsoever (including under applicable law), whether now existing, known or unknown, suspected or unsuspected, fixed or contingent, relating in any way, directly or indirectly, to the Note, the other Existing Agreements, the Warrants and the Surviving Provisions that any of such Company Releasing Parties may now have or may hereafter claim to have against any of the Holder Released Parties, in each case based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking place on or before the date hereof (collectively, the “Company Released Claims”); excluding, however, any obligations of the Holder arising from and relating to the period after the date hereof under the Warrants and the Surviving Provisions, which remain outstanding and in full force and effect in accordance with and subject to their respective terms. (ii) Each of the Company, IGI and LVKI further covenants and agrees to never assert, commence or join in the pursuit of, or to encourage or solicit the assertion, commencement or pursuit of any Company Released Claim against any the Holder Released Party in any sort of proceeding before any governmental body or any arbitrator of any nature. If any governmental body or arbitrator of any nature assumes jurisdiction over any proceeding against any Holder Released Party on behalf of an Company Releasing Party, such party will promptly after becoming aware of same request that such governmental body or arbitrator withdraw from or dismiss with prejudice any such proceeding. (iii) Each of the Company, IGI and LVKI represents that it (1) has not commenced any proceeding against any of the Holder Released Parties with respect to the Company Released Claims, (2) has agreed to this release knowingly and voluntarily and in the total absence of any fraud, mistake, duress, coercion and/or undue influence, (3) is the sole law...

Company Release. The Company, on its own behalf and on behalf of its officers, directors, attorneys, agents, successors and assigns (collectively, the "Company Releasors") agrees to release and does hereby release, acquit and forever discharge Claimant and his agents and attorneys and the respective successors, heirs, legal representatives and assigns of each of the foregoing (collectively, the "Company Releasees") from, and extinguishes, any and all claims, demands, debts, damages, costs, losses, expenses, commissions, actions, causes of action, rights, liabilities, obligations and chooses in action of whatever nature or type which any of the Company Releasors have, or may have, or which have been, or could have been, or in the future otherwise might have been asserted, known and unknown, in connection with actions or inactions of the Company Releasees or otherwise, or any of them, occurring on or prior to the date hereof (collectively, the "Company Claims"), except that in no event shall this paragraph operate to release from any claims or liability resulting from a breach of the representations, warranties, covenants and agreements of Claimant contained in this Agreement.

Company Release. In consideration of the promises contained herein, the Company, on behalf of itself and its direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, investment vehicle, fund or other entity managed or controlled by the Company or in which the Company has or had a controlling interest and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, the “Company Releasors”), hereby immediately remise, release, acquit and forever discharge each Holder and any and all of its respective direct or indirect affiliates, parent companies, divisions, subsidiaries, agents, transferees, consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, stakeholders, owners, predecessors, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership investment vehicle, fund or other entity managed or controlled by such Holder or in which such Holder has or had a controlling interest, if any (collectively, the “Holder Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, other than arising out of the gross negligence, willful and/or malicious misconduct of any Holder Releasee (as determined by a final, non-appealable judgment from a court of competent jurisdiction), that the Company ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the Holder Releasees, from the beginning of time up to and including the date hereof (the “Released Company Cla...

Company Release. In exchange for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company does hereby release and forever discharge Employee and Employee’s heirs and assigns, or any of them (collectively, the “Employee Released Parties”), from any and all claims, causes of action, suits, debts, controversies, judgments, decrees, damages, liabilities, covenants, contracts and agreements, whether known or unknown, in law or equity, whether statutory or common law, whether federal, state, local or otherwise which the Company or any of its affiliates now has or may hereafter have against the Employee Released Parties, or any of them, in any case, arising out of, based upon, or related to [Employee’s employment with the Company or any of its affiliates or the termination of such employment]1. Notwithstanding anything to the contrary contained herein, the release in this Paragraph 8 shall not operate to release any claims which the Company or its affiliates may have with respect to (a) Employee’s continuing obligations under the Covenants (as defined below); (b) Employee’s breach of the Covenants and any other post-employment obligations under the Employment Agreement (as defined below); (c) Employee’s intentional or willful misconduct, fraud or criminal behavior; and (d) any claims that cannot be waived as a matter of law. Nothing herein shall be construed to prohibit the Company from exercising Company’s rights as specified in Paragraph 9 or shall prevent the Company from enforcing the terms of this Agreement.

Company Release. 3.1. The Company hereby fully and forever releases and discharges Employee and his executors, administrators and heirs from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release out of Employee’s service to the Company or the termination thereof. 3.2. The Company expressly represents that it has not filed a lawsuit or initiated any other administrative proceeding against Employee and that it has not assigned any claim against Employee. The Company further promises not to initiate a lawsuit or to bring any other claim against Employee arising out of or in any way related to Employee’s service to the Company or the termination thereof. 3.3. The foregoing will not be deemed to release Employee from claims (a) to enforce Section 5 or Section 7 of the Agreement, (b) claims arising from acts or omissions by Employee that would constitute a crime, or (c) claims that are not known to any member of the Company’s Board of Directors (provided that a claim will be deemed known if the basis for each material element of the claim could have been ascertained by the Board of Directors prior to the date hereof upon reasonable inquiry).

Company Release. Effective upon the (i) execution of this Agreement by all Parties, and (ii) payment of the Payment by the Company as provided by Section 2.2 above, the Company, for itself and for each of its officers, directors, employees, predecessor entities, subsidiaries, divisions, attorneys, insurers, agents, successors and assigns and Affiliates (“Company Releasing Parties”), hereby fully, completely, finally, and forever releases and discharges Parent and Merger Sub and their respective past and present officers, directors, and employees, as well as the heirs, executors, Affiliates, administrators, attorneys, accountants, investment bankers, financial or investment advisors, commercial bankers, insurers and co-insurers, predecessors, successors, agents, and assigns of any of them (collectively, “Parent Released Persons”) from any and all claims, debts, rights, actions, causes of action, liabilities, demands and charges of whatever nature, known or unknown, without regard to the subsequent discovery or existence of different or additional facts, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, at law or in equity, arising out of, or relating to the Merger Agreement or the transactions contemplated thereby, including any claim relating to the termination of the Merger Agreement, the Payment, and any acts, omissions, disclosures or communications related to the Merger Agreement or the transactions contemplated thereby (the “Company Released Claims”); provided that, for the avoidance of doubt, nothing contained herein shall be deemed to release either Parent or Merger Sub from its respective obligations under this Agreement or the Confidentiality Agreement.