Mutual Release of Claims. (a) Subject to the terms of this Agreement, and in exchange for the Separation Payment set forth in Section 2 herein, Employee on his own behalf and on behalf of his heirs, spouses, executors, administrators, and agents, hereby releases and discharges the Company and current and former of its officers, directors, owners, partners, employees, parent companies or entities, subsidiaries, affiliates, related entities, franchisor, affiliated entities, successors-in-interest, predecessors-in-interest, advisors, legal counsel, representatives, and agents, individually and collectively (“Releasees”), of and from any and all known or unknown liabilities, claims, demands for damages, costs, indemnification, contribution, or any other thing for which Employee has or may have a known or unknown cause of action, claim, or demand for damages, costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have arisen at any time prior to the date of execution of this Agreement, including, but not limited to, any and all claims Employee has or may have relating to, or arising out of the employment of Employee by Company, including but not limited to any claims by Employee for breach of employment contract, or unpaid wages, any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the Company, or that Employee has been wrongfully terminated by Company, including any claim for harassment or discrimination, discharge in violation of public policy and/or violation of any state and federal laws, including without limitation, the Americans With Disabilities Act, Title VII Of The Civil Rights Act Of 1964, as amended, the Fair Labor Standards Acts, as amended, the National Labor Relations Act, as amended, the Labor-Management Relations Act, as amended, the Worker Adjustment And Retraining Notification Act Of 1988, as amended, the Rehabilitation Act Of 1973, as amended, the Equal Pay Act, the Employee Retirement Income Security Act Of 1974, as amended, the Family Medical Leave Act Of 1993, as amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, x the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, as amended, the Occupational Safety a...
Mutual Release of Claims. For and in consideration of the right to receive the consideration described in Section 3 of this Agreement, Executive fully and irrevocably releases and discharges CytRx, including all of its affiliates, parent companies, subsidiary companies, employees, owners, directors, officers, principals, agents, insurers, and attorneys from any and all claims arising or existing on, or at any time prior to, the date this Agreement is signed by Executive. Such released claims include, without limitation, claims relating to or arising out of: (i) Executive’s hiring, compensation, benefits and employment with CytRx, (ii) Executive’s separation from employment with CytRx, and (iii) all claims known or unknown or which could or have been asserted by Executive against CytRx, at law or in equity, or sounding in contract (express or implied) or tort, including claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, pregnancy, sexual orientation, or any other form of discrimination, harassment, or retaliation, including, without limitation, age discrimination claims under the Age Discrimination in Employment Act; the Americans with Disabilities Act; claims under Title VII of the Civil Rights Act of 1964; the Rehabilitation Act; the Equal Pay Act; the Family and Mxxxxxx Xxxxx Xxx, 00 X.X.X. §0000; the Civil Rights Act of 1991; the Civil Rights Act of 1866 and/or 1871; the Sarbanes Oxley Act; the Executive Polygraph Protection Act; the Uniform Services and Employment and Re-Employment Rights Act; the Worker Adjustment Retraining Notification Act; the National Labor Relations Act and the Labor Management Relations Act; the California Fair Employment and Housing Act, the California Business and Professions Code, the California Labor Code, the California Wage Orders, and any other similar or equivalent state laws; and any other federal, state, local, municipal or common law whistleblower protection claim, discrimination or anti-retaliation statute or ordinance; claims arising under the Employee Retirement Income Security Act; claims arising under the Fair Labor Standards Act; or any other statutory, contractual or common law claims. Executive does not release Executive’s right to enforce the terms of this Agreement, the Surviving Provisions, or Executive’s common law, contractual, statutory or other rights to indemnification arising from, or in connection with...
Mutual Release of Claims. All payments and benefits provided under Sections 10(b), (e) and (f) of this Agreement are subject to the Executive’s execution and delivery of a mutual release of claims waiving any and all claims, except for those reserved in the form of release, that the Executive may have against the Company and its Affiliates, and vice-versa. Such release shall be in the form attached hereto as Exhibit A and must be signed by the Executive and returned to the Company no later than 45 days after the Executive’s separation from service with the Company. If the Company has executed and delivered the mutual release of claims to the Executive and has not revoked such release, but the Executive fails to execute and deliver such release, or the Executive revokes such release as provided therein, then the Executive shall not be entitled to further payments or benefits under this Agreement, and the Executive must reimburse the Company for any such payments made in anticipation of the execution and non-revocation of the release.
Mutual Release of Claims. Payments under Section 4(f) (except the Accrued Obligations and any equity or long-term incentive awards which were previously accelerated pursuant to Section 2(d)(ii) or otherwise) shall be owed and made to Employee as described in Section 4(f); provided that (i) the Employers have delivered to Employee a fully-executed copy of the Mutual Release of Claims in the form attached hereto as Exhibit A (subject to adjustment as necessary to comply with changes in applicable law) (the “Mutual Release”) within three days following the effective date of termination of Employee’s employment, and (ii) Employee has executed and not revoked the Mutual Release within 35 days following the effective date of termination of Employee’s employment (and the Rescission Period set forth therein shall have expired prior to such 35th day). Failure by the Employers to provide Employee with a Mutual Release (executed by both of the Employers) within three days following the effective date of termination of Employee’s employment shall release Employee from his obligation to execute the Mutual Release, and Employee shall be entitled to the payments under Section 4(f) as described therein. Employee’s (or his estate’s or representative’s) failure or refusal to sign, or revocation of, the Mutual Release, following the delivery by the Employers of the Mutual Release contemplated by this Section 4(g), shall relieve the Employers of liability to provide Employee any and all payments under Section 4(f) (except the Accrued Obligations and any equity or long-term incentive awards which were previously accelerated pursuant to Section 2(d)(ii) or otherwise).
Mutual Release of Claims a. NextWave releases, acquits, and forever discharges: i. upon delivery of the Cash Payment and the Advance Tax Payment, the FCC and the United States, together with each and every past and present agent, servant, employee, representative, or attorney thereof, and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent (collectively, hereinafter, the Claims), which NextWave may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses (including any claims for a refund or a return of its down payments), to Covered Spectrum or to Auction 35. b. Effective upon the receipt by the United States of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c), and subject to the condition that the Relinquishment Date shall previously have occurred, the FCC and the United States release, acquit, and forever discharge NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxes. The United States release includes, but is not limited to, the release of the proof of claim the United States filed in the Bankruptcy Proceedings, which it will withdraw with prejudice. Notwithstanding anything to the contrary in this subsection (b), nothing in this Agreement shall affe...
Mutual Release of Claims. Subject to the next sentence, as a condition to receiving (and continuing to receive) the payments and benefits provided in Section 6(b), not later than forty-five (45) days after your Termination Date, you execute (and not revoke) and deliver to the Company a Mutual Release Of All Claims And Covenant Not To Sxx agreement (the “Mutual Release”) in the form attached as Exhibit B hereto. Payment of the forgoing may be deferred or delayed until expiration of the revocation period. However, this requirement for you to provide an executed Mutual Release shall not be applicable if your employment was terminated due to your death or Disability. The Company shall have the obligation to prepare and execute said Mutual Release and tender such Company-executed Mutual Release to you on or before your Termination Date.
Mutual Release of Claims. The Executive and the Company agree to deliver the Mutual Release in the form attached hereto as Exhibit A on or prior to the date the Executive’s employment is terminated pursuant to Section 5 hereof.
Mutual Release of Claims. Each party acknowledges and agrees that it has made an acceptable investigation of the facts pertaining to this settlement, this Settlement Agreement and the matters pertaining thereto. In consideration of the various promises and undertakings, obligations, warranties and representations of each of the parties to this Settlement Agreement, and contingent upon each Party’s timely performance of them, Rockefeller and Ligand each hereby releases and forever discharges the other, and each of their stockholders, affiliates, predecessors, successors, directors, trustees, officers, faculty, employees, lawyers, accountants and other representatives, from any and all liability whatever, including all claims, demands and causes of action, of every nature, known or unknown including, without limitation, any claims for breach of contract, declaratory relief, misrepresentation, inequitable conduct, or any other form of damage or theory of recovery whatsoever from the beginning of time until the Effective Date, arising out of, based upon or relating to (a) the Original Agreement, (b) the disputes, claims and counterclaims in the Litigation, as well as any compulsory counterclaims that could have been properly pled and tried in the Litigation, (c) Eltrombopag, LGD-4665, and any TPO or other compound developed by Ligand alone or with a third party, which compound was subject to the Original Agreement and (d) all payments “made under protest” by Ligand to Rockefeller pursuant to Section 2.4 of the Original Agreement. Rockefeller and Ligand shall bear their own attorneys’ fees and costs incurred in connection with the Litigation and this Settlement Agreement. With respect to the subjects above, each of the Parties recognizes and understands that this release applies to and covers the claims and counterclaims in the Litigation. Each of Rockefeller and Ligand (a) expressly waives any right to claim or assert hereafter that any claim, counterclaim, demand or cause of action has been omitted, through ignorance, oversight or error, from this Settlement Agreement; and (b) makes this waiver with the full knowledge of their respective rights and with specific intent to release both known and unknown claims. This release is intended to include in its effect, without limitation, all claims or counterclaims which each of Rockefeller or Ligand does not know or suspect to exist at the time of execution hereof, and this release extinguishes any such claims or counterclaims.
Mutual Release of Claims. Each of (a) ACFS, on behalf of the Purchasers, itself and its Subsidiaries, affiliates, associates, stockholders, representatives, successors, assigns, employees, attorneys, advisors and agents and (b) ACS, on behalf of itself and its Subsidiaries, affiliates, associates, partners, representatives, successors, assigns, employees, attorneys, advisors and agents (such persons described in the foregoing clauses (a) and (b), including ACFS and ACS, being referred to hereinafter collectively as the “American Capital Releasing Parties”) hereby (i) remises, releases and discharges the Middleby Companies and their respective predecessors, successors, assigns, stockholders, Subsidiaries and affiliates, together with the respective former, current and future officers, directors, owners, employees, associates, representatives, stockholders, attorneys, advisors and agents of each of the foregoing (collectively, the “Released Middleby Parties”), and each of them, of and from any and all claims, demands, debts, accounts, contracts, obligations, liabilities, actions and causes of action, whether in law, in contract, in equity or otherwise, which any of the American Capital Releasing Parties ever had, now has, or hereafter may have against any of the Released Middleby Parties, directly or indirectly, arising out of or in any way relating to (x) the Purchase Agreement, any other Purchase Document or any transactions between or among any of the parties thereunder or (y) the Maytag Agreement and (ii) acknowledges that none of the American Capital Releasing Parties has any further rights or remedies under the Maytag Agreement; provided, however, that the foregoing release shall not apply to, or affect, any indemnification obligations of any Loan Party that expressly survives the termination of the Purchase Agreement pursuant to Section 13.7 thereof. Each Middleby Company, on behalf of itself and its Subsidiaries, affiliates, associates, stockholders, representatives, successors, assigns, employees, attorneys, advisors and agents (collectively, including, without limitation, each Middleby Company, the “Middleby Releasing Parties”) hereby remises, releases and discharges the Agent and each Purchaser, including ACS, and their respective predecessors, successors, assigns, stockholders, Subsidiaries and affiliates, together with the respective former, current and future officers, directors, owners, employees, associates, representatives, stockholders, partners, attorneys, advisors...
Mutual Release of Claims. The parties acknowledge and agree that upon execution of this Amendment, each party has either paid or has been invoiced by the other party for all fees, expenses and costs due under the Shared Services Agreement through April 30, 2010 and no other fees or expenses are due or will be invoiced under the Shared Services Agreement in connection with Services delivered on or prior to April 30, 2010. The following releases shall settle all disputes and waive all claims the parties have against each other arising under the Shared Services Agreement on or prior April 30, 2010 (collectively, the “Disputes”).
