Mutual Release of Claims a. In exchange for entering this Agreement and for the benefits provided herein, and except as provided in this Agreement, Employee and Employee’s heirs, personal representatives, successors and assigns, hereby forever release, remise and discharge the Company and each of its past, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, successors and assigns (collectively the “Company Released Parties”) from any and all claims, claims for relief, demands, actions and causes of action of any kind or description whatsoever, known or unknown, whether arising out of contract, tort, statute, treaty or otherwise, in law or in equity, which Employee now has, has had, or may hereafter have against any of the Company Released Parties from the beginning of Employee’s employment with Company to the date of this release, arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (i) Employee’s employment with Company, (ii) Employee’s service as an officer or key employee, as the case may be, of Company, (iii) any transaction prior to the date of this release and all effects, consequences, losses and damages relating thereto, (iv) the services provided by Employee to Company, or (v) Employee’s termination of employment with Company under the common law or any federal or state statute, including, but not limited to, all claims arising under the Civil Rights Acts of 1866 and 1964, the Fair Labor Standards Act of 1938, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Title 4112 and 4113 of the Ohio Revised Code, the statutory and common laws of Michigan and any and all jurisdictions in which the Company or its affiliates maintain a place of business, and all other foreign, federal, state and local laws governing employers and employees, all as amended.
Mutual Release of Claims. The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus pay, profit sharing, stock options, equity, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company. In consideration for the payments and other promises and undertakings contained in this Agreement to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their respective officers, directors, agents, servants, employees, attorneys, shareholders, successors, assigns and affiliates (collectively, the “Releasees”), of and from any and all claims, liabilities, demands, charges, causes of action, costs, expenses, attorney’s fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, which you assert or could assert against the Company at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any ground whatsoever, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, equity, stock options, or any other ownership interests in the Company, vacation or other time off pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; any and all causes of action, including but not limited to actions for breach of contract, express or implied, breach of the covenant of good faith and fair dealing, express or implied, wrongful termination in violation of public policy, all other claims for wrongful termination and constructive discharge, and all other tort claims, including, but not limited to, intentional or negligent infliction of emotional distress, invasion of privacy, negligence, negligent investigation, negligent hiring, supervision or retention, assault and battery, false imprisonment, defamation, intentional or negligent misrepresentation, fraud, and any and all claims arising under any federal, state or local l...
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. 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”).
Mutual Release of Claims. Except as expressly set forth in the last sentence of this Section 14, Consultant and Client, on behalf of themselves, and their respective heirs, executors, officers, directors, employees, consultants, investors, administrators, predecessor and successor corporations, and assigns, hereby fully and forever release each other and their respective heirs, executors, officers, directors, employees, consultants, investors, shareholders, administrators, predecessor and successor corporations, and assigns, from, and agree not to xxx concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement including, without limitation: (a) any and all claims relating to or arising from Consultant's service to the Company and the termination of that service; (b) any and all claims relating to, or arising from, Consultant's right to purchase, or actual purchase of shares of common stock of Client; (c) any and all claims of violation of public policy, discrimination, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, invasion of privacy and conversion; (d) any and all claims for violation of any federal, state or municipal constitution, law, statute, regulation or ordinance; and (e) any and all claims for attorneys' fees and costs. Client and Consultant agree that the release set forth in this Section 14 will be and remain in effect in all respects as a complete general release as to the matters released. Consultant agrees that this release does not extend to any claims of any nature or type against Consultant based on a breach by Consultant of any fiduciary duty owed to Client or its stockholders or any claims brought by the stockholders of Client against Consultant (whether in their own name or in the name, or on behalf, of Client).
