Release of the Company and Its Affiliates Sample Clauses

Release of the Company and Its Affiliates. Officer’s receipt of the benefits described in Paragraphs 2(a)-(d) above shall be contingent upon Officer executing within sixty (60) days of Officer’s employment termination a general release of claims prescribed by the Company, which releases and discharges the Company and any past, present or future agents, attorneys, directors, officers, stockholders, employees, affiliates, predecessors and successors of the Company, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known or unknown, disclosed or undisclosed, and a covenant not to sxx or prosecute any legal action or proceeding based upon such claims provided that (i) this release shall not extend to claims for indemnity by Officer in Officer’s capacity as an officer, director, or employee of the Company or to Officer’s rights to payment under the Company’s Non-Qualified Deferred Compensation Plan or to Officer’s claim for unreimbursed expenses, payment of vacation accrual, and payment of salary accrued but not paid during the pay period in which the employment termination occurred and (ii) the requirement contemplated in this Section 3 shall not serve to modify the time and form of payment of a nonqualified deferred compensation subject to Section 409A of the Code payable under this Agreement. The Company will commence payment of the salary continuation and profit sharing according to the schedule in item 2, provided that prior to such initial payment date the release described above is effective and not revoked at such time. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Officer’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. The payments shall also be subject to Section 8 below.
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Release of the Company and Its Affiliates. Effective as of the close of business on September 30, 2010 (the “Effective Date), Puehringer, hereby knowingly and voluntarily releases and forever discharges the Company and its Affiliates and each of their respective subsidiaries, stockholders, directors, officers, agents, employees and representatives (each, a “Company Released Party”) of and from any and all actions or causes of action, suits, claims, demands, liabilities, losses, obligations, debts, costs, damages, expenses, dues, charges, complaints, contracts (whether oral or written, express or implied from any source) and promises whatsoever, whether known or unknown, absolute or contingent, at law or in equity, which Puehringer may now have or hereinafter can, shall or may have against any Company Released Party, other than (i) in the case of the Company only, any which specifically arise out of or are related to (A) the Termination Agreement, (B) the Consulting Agreement, (C) the Indemnification Agreement and (D) the Award Agreements referred to in Section 9 of the Termination Agreement as amended by Section 9 of the Termination Agreement and the documents and agreements to be delivered in connection therewith and the transactions expressly contemplated thereby or which arise out of facts first occurring after the Effective Date, or (ii) any clams which arise or occur from actions taken prior to the Effective Date and which involve any fraud or violation of law on the part of the Company Released Party.
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Release of the Company and Its Affiliates. Effective upon ----------------------------------------- the Closing, each of the Stockholders hereby releases and forever discharges the Company, BPB, BPIM and their respective Affiliates from any and all causes of action, rights or claims that such Stockholder may have had in the past, may now have or may have in the future related to, connected with, or arising out of such Stockholder's status as a stockholder of the Company prior to the Closing; provided, however, that such release and discharge shall not apply to any cause -------- ------- of action, right or claim that such Stockholder may have (i) in any capacity other than as a stockholder of the Company prior to the Closing (except to the extent that the exercise of any such cause of action, right or claim would result in a breach or violation of any representation, warranty or covenant of the Stockholders included in this Agreement without giving effect to knowledge, materiality or Material Adverse Effect exceptions or references) or (ii) under any Buyer Agreement by reason of the failure of BPB or its Affiliates to perform its obligations thereunder.
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Release of the Company and Its Affiliates. Upon a termination of Executive's employment with the Company following a Change of Control for which Executive is entitled to payments or other benefits pursuant to Section 2 above and subject to full performance by the Company of its obligations hereunder, Executive hereby forever and completely releases and discharges the following (and each of them): (i) the Company and (ii) any past, present or future agents, attorneys, directors, officers, stockholders, employees, affiliates, predecessors and successors of the Company, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed, including but not limited to all claims and demands of every kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, for damages actual, consequential or exemplary, past, present and future, arising out of or in any way related to the severance payment or vesting of the Executive's salary, bonus, benefits, stock options, or any other compensation pursuant to Section 2 above.
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Release of the Company and Its Affiliates. Executive’s receipt of the benefits described in paragraphs 2(a)-(f) above shall be contingent upon Executive executing a general release of claims in a commercially customary form prescribed by the Company, which releases and discharges the Company and any past, present or future agents, attorneys, directors, officers, stockholders, employees, affiliates, predecessors and successors of the Company, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known or unknown, disclosed or undisclosed, and a covenant not to sxx or prosecute any legal action or proceeding based upon such claims.
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Release of the Company and Its Affiliates. Effective upon the Closing, each of the Shareholders hereby releases and forever discharges the Company, Parent, Bank, Merger Sub and their respective Affiliates from any and all causes of action, rights or claims that such Shareholder may have had in the past, may now have or may have in the future related to, connected with, or arising out of such Shareholder's status as a shareholder of the Company prior to the Closing, other than with respect to any rights the Shareholders may have as a result of the transactions contemplated in this Agreement.
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Release of the Company and Its Affiliates. Executive’s receipt of the benefits described in paragraphs 2(a)-(e) above shall be contingent upon Executive executing a general release of claims in a commercially customary form prescribed by the Company, which releases and discharges the Company and any past, present or future agents, attorneys, directors, officers, stockholders, employees, affiliates, predecessors and successors of the Company, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known or unknown, disclosed or undisclosed, and a covenant not to sxx or prosecute any legal action or proceeding based upon such claims. Provided that Executive executes and does not revoke the release in accordance with the requirements of the release contemplated under this Section 4, any payments or benefits under this Agreement described in paragraph 2(a)-(e) above shall be made or commence within the periods set forth in the applicable paragraphs. If Executive does not execute and return the release within the requisite period set forth in the release, Executive shall cease to be entitled to any payments or benefits under the Agreement.
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Release of the Company and Its Affiliates. Executive’s receipt of the benefits described in paragraphs 2(a)-(f) above shall be contingent upon Executive executing a general release of claims in a commercially customary form prescribed by the Company, which releases and discharges the Company and any past, present or future agents, attorneys, directors, officers, stockholders, employees, affiliates, predecessors and successors of the Company, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known or unknown, disclosed or undisclosed, and a covenant not to xxx or prosecute any legal action or proceeding based upon such claims provided that the requirement contemplated in this Section 4 shall not serve to modify the time and form of payment of a nonqualified deferred compensation subject to Section 409A of the Code payable under this Agreement.
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Related to Release of the Company and Its Affiliates

  • Shares Held by the Company and its Affiliates Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Release of the Company Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges the Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys (the “Released Parties”), from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney’s fees and costs, or liabilities whatsoever, in law or in equity, which Executive ever had or now has against the Released Parties arising by reason of or in any way connected with any employment relationship which existed between the Company or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Release is intended to cover all actions, causes of action, claims or demands for any damage, loss or injury arising from the aforesaid employment relationship, or the termination of that relationship, that Executive has, had or purports to have, from the beginning of time to the date of this Release, whether known or unknown, that now exists related to the aforesaid employment relationship including but not limited to claims for employment discrimination under federal or state law, except as provided in Paragraph 2; claims arising under Title VII of the Civil Rights Act, 42 U.S.C. § 2002(e), et seq. or the Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq.; claims for statutory or common law wrongful discharge, including any claims arising under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; claims for attorney’s fees, expenses and costs; claims for defamation; claims for wages or vacation pay; claims for benefits, including any claims arising under the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq.; and provided, however, that nothing herein shall release the Company of their obligations to Executive under the Employment Agreement or any other contractual obligations between the Company or its affiliates and Executive, or any indemnification obligations to Executive under the Company’s bylaws, articles of incorporation, Florida law or otherwise.

  • Executive’s Release of the Company Executive understands that by agreeing to this Release, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release.

  • Company Affiliates No later than 30 days after the date of this Agreement, the Company shall deliver to Parent a list of names and addresses of those persons who were, in the Company’s reasonable judgment, on such date, affiliates (within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act (each such person being a “Company Affiliate”)) of the Company. The Company shall provide Parent with such information and documents that the Company has in its possession as Parent shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent, prior to the Effective time, an affiliate letter substantially in the form attached hereto as Exhibit 6.08, executed by each of the Company Affiliates identified in the foregoing list and any person who shall, to the knowledge of the Company, have become a Company Affiliate subsequent to the delivery of such list.

  • Association of Company Affiliates Except for the issuance of securities to the Sponsor, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial confidential submission date of the Registration Statement has any relationship or affiliation or association with any Member.

  • Cooperation With the Company After Termination of Employment Following termination of the Executive’s employment for any reason, upon request by the Company, Executive will fully cooperate with the Company (at the Company’s reasonable expense) in all matters reasonably relating to the winding up of pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

  • Release of Employment Claims Executive agrees, as a condition to receipt of the termination payments and benefits provided for in this Section 4, that he/she will execute a release agreement, a form of which is attached hereto as Exhibit A, releasing any and all claims arising out of Executive’s employment.

  • Securities Held by the Company or Its Affiliates Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Right of the Company and Subsidiaries to Terminate Services Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

  • Employees of the Company During the Restricted Period and thereafter for as long as the Executive shall remain an employee of or consultant to the Company, the Executive shall not, directly or indirectly, hire or solicit any employee or independent sales agent of the Company away from the Company or encourage any such employee or agent to leave such employment.

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