Common use of Resignation and Release Clause in Contracts

Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] hereby resigns as _______________ of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] from their obligations pursuant to this Agreement. The Company, for itself, for its Subsidiaries and for their respective successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges [Officer/Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.

Resignation and Release. Effective with the Second Closing To: The Board of Directors of Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.) Reference is made to that certain Agreement and upon payment Plan of the amounts due under Section 1 hereofMerger dated March 9, [Officer/Director] hereby resigns as _______________ of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH 2012 (the “SubsidiariesMerger Agreement”), by and among Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.), a Nevada corporation (“Parent”), Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”), pursuant to which (i) Oryon shall be merged with and into Merger Sub at the Effective Time of the Merger (as defined in Section 1.3 of the Merger Agreement) (the “Merger”); (ii) the separate limited liability company existence of Oryon shall cease; (iii) Merger Sub shall continue as the surviving limited liability company entity (the “Surviving Entity”) and irrevocably shall succeed to and unconditionally releasesassume all the rights, acquits properties, liabilities and forever discharges obligations of Oryon; and (iv) Parent shall issue shares (the Company“Shares”) of Parent’s common stock, its Subsidiaries par value $0.001 per share (“Parent Common Stock”), in such amounts and to the members of Oryon as set forth on Exhibit B to the Merger Agreement. In order to induce Oryon to close the Merger transaction contemplated by the Merger Agreement, the undersigned hereby agrees as set forth below. The undersigned hereby resigns all positions of the undersigned as an officer, director or employee of Parent, Merger Sub and any principals other subsidiary of Parent, if any, effective as of the Effective Time of the Merger contemplated by the Merger Agreement. The undersigned acknowledges and agrees that no amounts of money or property of any kind are owed or payable to the undersigned by Parent or Merger Sub, no stock, options or other securities of Parent or Merger Sub are issuable to the undersigned and no property, assets or rights of any successors kind are distributable to or owed to the undersigned by parent or Merger Sub for compensation, repayment of indebtedness, reimbursement of expenses or any other reason whatsoever. Effective as of the Effective Time of the Merger and surviving indefinitely, the undersigned, on the undersigned’s behalf and on behalf of the undersigned’s heirs, legal successors, administrators, executors and assigns thereof (collectively, the “Releasing Parties”), hereby irrevocably waives, releases and any discharges, absolutely and forever, Parent, Merger Sub, the Surviving Entity and each and all of their respective present and former officers, directors, shareholders, managersequity holders, membersbeneficial owners, employees, attorneys, representatives, attorneysagents, consultantsexecutors and assigns (collectively, and agents of such entities) (hereinafter referred to for purposes of this section as the “ClientsReleased Parties”), ) from any and all claimsliabilities to the Releasing Parties of any kind and nature whatsoever, demandswhether in the undersigned’s capacity as a present or former officer, rightsdirector, causes shareholder, equity holder, beneficial owner, employee, attorney, representative, agent, executor or assign of actionany Released Party or otherwise (including in respect of any rights of contribution or indemnification) in respect of facts, liensevents, actionscircumstances or conditions occurring or arising prior to the consummation of the transactions contemplated by the Merger Agreement, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, in each case whether absolute or contingent, liquidated or unliquidated, direct and whether arising under any agreement or indirect, in understanding or otherwise at law or in equity, fully accrued whether in administrative proceedings or not fully accrued, matured or unmatured, in arbitration and whether known or unknown, foreseen or unforeseen, suspected or unsuspected, material or immaterial, absolute or contingent, direct or indirect or nominally or beneficially claimed or processed (the “Released Claims”). The undersigned acknowledges that the Released Claims shall include any claims relating to any matter whatsoever (collectivelyshares of Parent Common Stock issued or transferred to the undersigned, “Claims”) which [Officer/Director] hadany rights to acquire shares of Parent Common Stock and any transfer or other disposition of shares of Parent Common Stock by the undersigned. The undersigned acknowledges that there is a possibility that subsequent to the execution of this Resignation and Release, currently hasthe undersigned may discover facts or claims that were unknown or unsuspected at the time this Resignation and Release was executed and which, shall or if known by a Releasing Party at that time, may have. Notwithstanding have materially affected the foregoing, undersigned’s decision to execute this Resignation and Release and the release contained herein shall herein, the undersigned is assuming any risk of such unknown facts and such unknown and unsuspected claims. Effective as of the Effective Time of the Merger, the undersigned hereby covenants not release [Officer/Director] from their obligations pursuant to this Agreement. The Company, for itself, for its Subsidiaries and for their respective successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges [Officer/Director], any successors and assigns (and the undersigned shall cause each of its Released Parties not to) bring any officersclaims, directorssuits or actions arising out of, shareholdersrelated to, managersin respect of or in connection with the Released Claims against any of the Released Parties. In addition, membersthe undersigned hereby covenants not to (and the undersigned shall cause each of its Releasing parties not to) bring any claim, employeessuit or action arising out of, representativesrelated to, attorneys, consultantsin respect of or in connection with the Released Claims against any of the former or current officers or directors of any Released Party. This Resignation and Release may be executed and delivered by facsimile or by any other electronic reproduction, and agents of such entities), from any this Resignation and all Claims (Release shall have the same effect as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreementexecution by original signature.

Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] The Officer hereby resigns as _______________ an officer of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of effective immediately following the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) First Closing and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries Company and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] the Officer had, currently has, shall or may have, provided that the foregoing is not intended to and shall not have the effect of (i) terminating or limiting in any way Officer’s rights to indemnification and advancement of expenses under the Company’s Amended and Restated Certificate of Incorporation or Second Amended and Restated Bylaws or Indemnification Agreement or to continued coverage under the D&O Policy (as defined in Section 3 below), including under the Company’s tail insurance coverage; (ii) limiting the ability of Officer to enforce this Agreement; or (iii) limiting, reducing or eliminating any of the benefits which Officer is entitled to receive as a holder of equity securities in the Company, including the Shares (as defined in Section 4 below). Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] the Officer from their obligations pursuant to this Agreement. The Company, for itself, itself and for its Subsidiaries and for their respective successors and assigns, assigns hereby irrevocably and unconditionally releases, acquits and forever discharges [the Officer/Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.

Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] The Officer hereby resigns as _______________ an officer of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries Company and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] the Officer had, currently has, shall or may have, provided that the foregoing is not intended to and shall not have the effect of (i) terminating or limiting in any way Officer’s rights to indemnification and advancement of expenses under the Company’s Amended and Restated Certificate of Incorporation or Second Amended and Restated Bylaws or Indemnification Agreement or to continued coverage under the D&O Policy (as defined in Section 3 below), including under the Company’s tail insurance coverage; (ii) limiting the ability of Officer to enforce this Agreement; or (iii) limiting, reducing or eliminating any of the benefits which Officer is entitled to receive as a holder of equity securities in the Company, including the Shares (as defined in Section 4 below). Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] the Officer from their obligations pursuant to this Agreement. The Company, for itself, itself and for its Subsidiaries and for their respective successors and assigns, assigns hereby irrevocably and unconditionally releases, acquits and forever discharges [the Officer/Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.

Resignation and Release. Effective Each of the Transferees shall use its reasonable best efforts (i) to cause each Offeree to resign, effective from the Closing Date, from all of his or her job positions held with LBHI or any other Releasee, and (ii) to cause each Offeree who accepts a position with the Second Transferees to execute and deliver to the ▇▇▇▇▇▇ Parties, as soon as practicable from the date hereof and no later than eight calendar days prior to the Closing Date, a release substantially in the form set forth in Exhibit B (or in such other form as may be reasonably acceptable to the ▇▇▇▇▇▇ Parties) in respect of any and upon all severance, performance bonus, other bonus or other payments payable or liabilities arising in connection with the employment or the termination of employment of such Offeree (any such payments or liabilities, an "Employment Claim") with LBHI or any other Releasee (a "Transferred Employee Release"). In the event that any Offeree shall fail to execute a Transferred Employee Release no later than fourteen calendar days after the Closing Date or revokes the executed Transferred Employee Release prior to the date when such Transferred Employee Release becomes irrevocable, (A) the Transferees shall not, and shall eause their directors, officers, employees and Affiliates not to, directly or indirectly, hire, employ or otherwise engage any such Offeree, and (B) the Current Investment Advisor or other ▇▇▇▇▇▇ Party, as applicable, shall withhold from the payment of the amounts due under Accrued Compensation Amount pursuant to Section 1 hereof, [Officer/Director] hereby resigns as _______________ 6.3 such Offeree's portion of the Company Accrued Compensation Amount and from any position held with any such Offeree's portion of the Accrued Compensation Amount shall not be re-allocated to the remaining members of the NewCo Team and shall not be otherwise payable on the Closing Date or thereafter. For the avoidance of doubt, the Transferees shall not, and shall cause their directors, officers, employees and Affiliates not to, directly or indirectly wholly owned subsidiaries of indirectly, hire, employ or otherwise engage any Offeree until such Offeree has executed the Company including Transferred Employee Release (by no later than the role of Managing Director of Mainz Biomed Germany GmbH (fourteenth day immediately following the “Subsidiaries”Closing) and irrevocably and unconditionally releases, acquits and forever discharges not revoked it during the Company, its Subsidiaries and any principals period of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] from their obligations pursuant to this Agreement. The Company, for itself, for its Subsidiaries and for their respective successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges [Officer/Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreementrevocation thereof.

Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] hereby Officer h▇▇▇▇▇ resigns as ________Chief _______ Officer of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries Company and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] Officer had, currently has, shall or may have. ; provided that such release shall not apply to any Claims relating to Company indemnification obligations to the Officer in connection with actions in [his/her] capacity as officer of the Company.. Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] Officer from their obligations pursuant to this Agreement. The Company, for itself, itself and for its Subsidiaries and for their respective successors and assigns, assigns hereby irrevocably and unconditionally releasesrelease, acquits acquit and forever discharges [discharge Officer/Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients Company from their obligations pursuant to this Agreement, and shall not release the Company from maintaining commercially reasonable D&O insurance coverage (or tail policy) to cover Director’s actions in [his/her] former capacity as a director on the Board of Directors of the Company.

Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] The Director hereby resigns as _______________ a Member of the Board of Directors of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries Company and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] the Director had, currently has, shall or may have, provided that the foregoing is not intended to and shall not have the effect of (i) terminating or limiting in any way Director’s rights to indemnification and advancement of expenses under the Company’s Amended and Restated Certificate of Incorporation or Third Amended and Restated Bylaws or Indemnification Agreement or to continued coverage under the D&O Policy (as defined in Section 3 below), including under the Company’s existing Oakwood insurance coverage; (ii) limiting the ability of Director to enforce this Agreement; or (iii) limiting, reducing or eliminating any of the benefits which Director is entitled to receive as a holder of equity securities in the Company, including the Shares (as defined in Section 4 below). Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] the Director from their obligations pursuant to this Agreement. The Company, for itself, itself and for its Subsidiaries and for their respective successors and assigns, assigns hereby irrevocably and unconditionally releases, acquits and forever discharges [Officer/the Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.

Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] The Director hereby resigns as _______________ a member of the Board of Directors of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries Company and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] the Director had, currently has, shall or may have, provided that the foregoing is not intended to and shall not have the effect of (i) terminating or limiting in any way Director’s rights to indemnification and advancement of expenses under the Company’s Amended and Restated Certificate of Incorporation or Second Amended and Restated Bylaws or Indemnification Agreement or to continued coverage under the D&O Policy (as defined in Section 3 below), including under the Company’s tail insurance coverage; (ii) limiting the ability of Director to enforce this Agreement; or (iii) limiting, reducing or eliminating any of the benefits which Director is entitled to receive as a holder of equity securities in the Company, including the Shares (as defined in Section 4 below). Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] the Director from their obligations pursuant to this Agreement. The Company, for itself, itself and for its Subsidiaries and for their respective successors and assigns, assigns hereby irrevocably and unconditionally releases, acquits and forever discharges [Officer/the Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.