Company’s Release of Claims. The Company hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Company hereby irrevocably and unconditionally releases and forever discharges the Executive, and each of the Executive’s agents, representatives, successors and assigns, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “Company Claims”), which the Company at any time had or claims to have or which the Company at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitation, any and all charges relating to the Executive’s employment relationship with the Company. The released Company Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including Company Claims arising out of the Executive’s employment relationship with the Company. All such Company Claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, any alleged unlawful act, any other claim or cause of action, and regardless of the forum in which it might be brought.
Company’s Release of Claims. The Company hereby generally and completely releases Executive of and from any and all claims, liabilities, and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct or omissions occurring at any time prior to or at the time the Company signs this Release (the “Company Released Claims”); provided, however, that this Release shall not extend to: (1) any claims that may arise out of any events, acts, conduct or omissions occurring after this Release is executed, including without limitation, any claims for breach of the Agreement; (2) any claims arising at any time out of Executive’s obligations to protect the Company’s proprietary information, including without limitation, any claims arising from Executive’s obligations under his Information and Inventions Agreement and his Patent, Copyright and Nondisclosure Agreement, claims arising under the California Uniform Trade Secrets Act, or common law claims arising from these obligations; or (3) any claims arising from any actions by Executive which were intentional or amount to gross negligence during his employment with the Company which were outside of his authority as President and Chief Executive Officer or outside of the course and scope of his employment (the “Company Excluded Claims”).
Company’s Release of Claims. The Company hereby agrees and acknowledges that by signing this Agreement and accepting the good and valuable consideration provided for in this Agreement, it is waiving and releasing its right to assert any form of legal claim against you whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Separation Date. The Company’s waiver and release herein is intended to bar any Claims against you seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) for any alleged action, inaction or circumstance existing or arising through the Separation Date. Without limiting the generality of the foregoing, the Company specifically waives and releases you from all waivable Claims related to your employment relationship with the Company or the termination thereof, and all agreements executed by you pursuant thereto (other than those described as surviving herein), including, without limitation: (i) claims under any Massachusetts (or any other state) or federal common law theory; and (ii) any other claim arising under state or federal law. Notwithstanding the foregoing, neither this section nor this Agreement: (i) releases you from any obligation expressly set forth in this Agreement; (ii) waives or releases any legal claims which the Company may not waive or release by law; (iii) limits or otherwise impacts the Company’s rights pursuant to the Company’s articles of organization and bylaws in effect as of the Separation Date, which shall be governed solely by the terms and conditions of the applicable governing document; (iv) limits or otherwise impacts the Company’s rights pursuant to the Company’s Director and Officer Liability Insurance policies in effect as of the Separation Date, which shall be governed solely by the terms and conditions of the applicable policies.
Company’s Release of Claims. The Company voluntarily releases and you and your heirs, successors, administrators, representatives and assigns from all Claim which it may have against the you as the result of your employment or the discontinuance of your employment and that are based upon facts known, or which in the exercise of reasonable diligence should have been known, to the Company’s Board of Directors. Notwithstanding the foregoing, nothing herein shall release or discharge any Claim by the Company against you, or the right of the Company to bring any action, legal or otherwise, against you as a result of any failure by you to perform your obligations under this Agreement, the Confidentiality and Inventions Agreement or the Consulting Agreement (if any is entered into), or as a result of any acts of intentional misconduct by you. The Company acknowledges that it is aware of and familiar with the provisions of California Civil Code Section 1542, which provides 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." BEING AWARE OF SAID CODE SECTION, THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. .
Company’s Release of Claims. The Company hereby generally and completely releases Executive of and from any and all claims, liabilities, and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct or omissions occurring at any time prior to or at the time the Company signs this Release (the “Company Released Claims”); provided, however, that this Release shall not extend to: (1) any claims that may arise out of any events, acts, conduct or omissions occurring after this Release is executed, including without limitation, any claims for breach of the Agreement; (2) any claims arising at any time out of Executive’s obligations to protect the Company’s proprietary information, including without limitation, any claims arising from Executive’s obligations under his Information and Inventions Agreement and his Patent, Copyright and Nondisclosure Agreement, or common law claims arising from these obligations; or (3) any claims arising from any actions by Executive which were intentional or amount to gross negligence during his employment with the Company which were outside of his authority as President and Chief Executive Officer or outside of the course and scope of his employment (the “Company Excluded Claims”). The Company hereby represents and warrants that, other than the Company Excluded Claims, it is not aware of any claims it has or might have against Executive that are not included in the Company Released Claims.
Company’s Release of Claims. For and in consideration of the agreement and covenants undertaken by Employee in this Agreement, Company hereby irrevocably and unconditionally releases, forever discharges, and covenants not to xxx, or bring any other legal action against Employee with respect to any and all claims and causes of action of any nature, both past and present, known and unknown foreseen and unforeseen, which Company has or which could be asserted on Company’s behalf by any other person or entity, resulting from or relating to any act or omission of any kind occurring on or before the date of the execution of this Agreement. Employee hereby represents and warrants that he has not committed any act or omission, intentionally or unintentionally, that might expose Company, its employees, officers and/or directors to any civil or criminal liability or penalty that might be asserted by any party, specifically including state and federal authorities. Employee acknowledges and understands that this representation and warranty is a key term to this Agreement that Company is specifically relying on in releasing Employee.
Company’s Release of Claims. In consideration of the release provided by Employee, the Company waives and releases to the maximum extent permitted by applicable law any and all claims or causes of action, whether or not now known, that the Company has or might have against Employee that arise from or are in any way related to events, acts, conduct or omissions by you within the scope of your duties to the Company occurring prior to or on the date the Company signs this Agreement (collectively, the “Company’s Released Claims”). The Company’s Released Claims include (without limitation) claims arising out of or in any way related to your employment with the Company, claims for breach of contract and breach of the implied covenant of good faith and fair dealing, tort claims and federal, state and local statutory claims. Notwithstanding the foregoing, the following are not included in the Company’s Released Claims: (i) any rights or claims based on criminal conduct, embezzlement or fraud and (ii) any claims for breach of this Agreement.
Company’s Release of Claims. In exchange for your release of claims as provided above and other promises made herein, the Company hereby and forever releases you from any and all claims arising out of or relating to your employment or other relationship with the Company and the conclusion of that employment or other relationship that the Company may possess against you arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date; provided, however, that this release shall not extend to: (1) any claims arising after the date this Agreement is signed, including without limitation any claims for breach of this Agreement; and (2) claims arising at any time for breach of your obligations under your Proprietary Information Agreement. The Company represents and warrants that it is not presently aware of any claims (actual and/or threatened) that you have or might have breached your obligations under the Proprietary Information Agreement.
Company’s Release of Claims. The Company and its affiliates, hereby ---------------------------- knowingly and voluntarily, fully and finally releases, acquits and forever discharges Employee and his heirs, executors and administrators (the "Employee Released Parties") from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that the Company and its affiliates, had, now has, or may hereafter claim to have against the Employee Released Parties, arising out of or relating in any way to Employee's hiring by, employment with, or separation from the Company and its affiliates, or otherwise relating to any of the Employee Released Parties from the beginning of time through the date the Company and its affiliates, signs this Release.
Company’s Release of Claims. The Company hereby and forever releases Employee from, and agrees not to xxx Employee concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement. Notwithstanding any release provided for herein, this Agreement shall not serve to release any claims by the Company against Employee for any claims relating to fraud, embezzlement, or the misappropriation of the Company’s trade secrets. Moreover, this release does not extend to any obligations incurred under this Agreement, and does not release claims that cannot be released as a matter of law.
