Release of Claims by Company. Subject to the provisions of this Release Agreement and subject to Executive not exercising Executive’s revocation rights hereunder, the Company hereby irrevocably and unconditionally releases, waives and fully and forever discharges Executive, from and against any and all claims, liabilities, obligations, covenants, rights, demands and damages of any nature whatsoever, whether known or unknown, anticipated or unanticipated, arising from, by reason of or in any way related to any transaction, event or circumstance which occurred or existed prior to and including the date of this Release Agreement arising out of or in any way related to Executive’s employment with the Company and, to the extent applicable, a Released Party, or the termination thereof. Notwithstanding the provisions of this paragraph, nothing in this waiver or release shall be construed to constitute any release or waiver by the Company of its rights or claims against Executive arising out of any intentional or willful misconduct or fraudulent or criminal acts engaged in by Executive while in the course of Executive’s employment or service.
Release of Claims by Company. As a material inducement to Executive to enter into this Agreement, the Company hereby, on behalf of itself and its successors and assigns, to the fullest extent permitted by law, absolutely, unconditionally, completely and irrevocably releases, acquits, discharges, and waives forever and for all purposes Executive from any and all charges, complaints, claims, promises, agreements, demands, actions or causes of action, suits, damages (including attorneys' fees and costs actually incurred), expenses, compensation, penalties, liabilities and obligations of any kind or nature whatsoever, that any of the Company, Parent, or any other subsidiary of Parent, or any of their respective shareholders, may have, in each such case, of which the Independent Directors of Parent have actual knowledge as of the date hereof ("Company Claims"). For purposes hereof, "Independent Director" means a director of Parent that satisfies the criteria for independence under the listing standards established by the National Association of Securities Dealers, Inc. as in effect on the date hereof.
Release of Claims by Company. (a) Company releases Executive and his heirs, successors and assigns, from, and agrees not to sxx concerning, any claim, duty, obligation or cause of action, loss or expense of every kind and description, whether presently known or unknown, suspected or unsuspected, that Company may possess arising from any omissions, acts or facts, that have occurred up until and including the Effective Date, including without limitation, any and all claims relating to or arising from Executive’s relationship or prior dealings with the Company, including but not limited to Executive’s employment with the Company, and excepting only claims for acts of theft, fraud or embezzlement.
Release of Claims by Company. Company, on its own behalf, and on behalf of its respective officers, directors, managers, agents, employees, investors, stockholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns forever releases Employee and his heirs, family members, executors, agents, and assigns from, and agrees 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 Company may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement relating to Executive’s employment by the Company and the termination thereof including, without limitation:
Release of Claims by Company. The Company, its boards of directors, board committees, officers, directors, shareholders, agents, and employees agree and forever discharge and release Executive, his heirs, assign, executors and administrators from any and all claims, actions, causes of action, grievances, arbitrations, suits, proceedings, debts, controversies, agreements, attorney fees, judgments, demands, and damages whatsoever, in law or equity, known to the Company as of December 16, 2015 and arising from or relating to any actions, decisions, alleged omissions, or events occurring on or prior to the signing of this Separation Agreement, except any action or proceeding which the Company may be required or requested to take against Executive as a result of any regulatory agency action. This includes, but is not limited to, any claims arising from or relating to Executive's employment with, and recruitment to, the Company, and Executive's termination of employment. Nothing in this Separation Agreement releases or waives Company's right to enforce any breach or violation of this Separation Agreement.
Release of Claims by Company. In consideration of Executive’s execution of this Agreement and his fulfillment of the covenants, promises and obligations contained within this Agreement, Company knowingly and voluntarily waives, releases and forever discharges the Executive from any and all claims, known and unknown, asserted or unasserted, which Company has or may have against Executive regarding or arising out of Executive’s affiliation, employment, board/officer membership, and/or his fiduciary responsibilities with the Company as of the Effective Date; provided that such release shall not constitute a release of any obligations of Executive under this Agreement or any claim arising out of any intentional wrongdoing, gross negligence or illegal activity by Executive.
Release of Claims by Company. The Company, on behalf of itself and its divisions, parents, subsidiaries, predecessors and successor corporations and assigns (collectively, the “Company Parties”), hereby generally and fully releases and forever discharges Employee and his executors, administrators, heirs, representatives, agents, and assigns (collectively, the “Employee Parties”) from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, known or unknown, of any kind and of every nature whatsoever, and whether or not accrued or matured, that any of the Company or any other Company Party may have arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the date hereof, including any claim against any Employee Party based on, relating to, or arising under breach of contract, tort, fraud, defamation, negligence, an accounting, usury, or promissory estoppel, in all cases arising out of or relating to Employee’s employment by the Company, investment in the Company, or service as an officer, director or employee of the Company or otherwise relating to the termination of such employment or services; provided, however, that such general release shall not be construed as a release of Xxxxx Management, LLC or Xxxxx Properties, LLC; provided further, however, that such general release shall not limit or release the Company’s rights (i) under this Agreement; (ii) under any surviving provisions of the Employment Agreement; (iii) under the Purchase Agreement; (iv) under any of the Selling Stockholder Documents (as defined in the Purchase Agreement); (v) with respect to claims against Employee arising out of or related to the Company’s intellectual property; or (vi) under any organizational or governance documents of the Company. The Company, on behalf of itself and each other Company Party, hereby covenants forever not to assert, file, prosecute, maintain, commence, institute (or sponsor or facilitate any person in connection with the foregoing), any complaint, claim, arbitration, or lawsuit or any legal, equitable or administrative proceeding of any nature, against any Employee Party in connection with any matter released in this Section 5, and represents and warrants that no other person has initiated or, to the extent within its control, will initiate, any such proceeding on its behalf.
Release of Claims by Company. The Company, its boards of directors, board committees, officers, directors, shareholders, agents, and employees agree and forever discharge and release Executive, his heirs, assign, executors and administrators from any and all currently known claims, actions, causes of action, grievances, arbitrations, suits, proceedings, debts, controversies, agreements, attorney fees, judgments, demands, and damages whatsoever, in law or equity, arising from or relating to any actions, decisions, alleged omissions, or events occurring on or prior to the signing of this Separation Agreement, except any action or proceeding which the Company may be required or requested to take against Executive as a result of any regulatory agency action. This includes any currently known claims arising from or relating to Executive's employment with, and recruitment to, the Company, and Executive's termination of employment. Nothing in this Separation Agreement releases or waives Company's right to enforce any breach or violation of this Separation Agreement.
Release of Claims by Company. The Company unconditionally releases and discharges Executive, his agents, insurers and representatives, from any and all claims, demands, actions, liability, damages or rights of any kind arising out of or resulting from any matter, fact or thing occurring prior to the Execution Date, including, without limitation, Executive’s employment with Company and Executive’s resignation from employment with the Company. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply with respect to:
Release of Claims by Company. In exchange for the commitments set forth in this Amendment and other valuable consideration the receipt of which the Company hereby acknowledges, the Company on behalf of itself and each and all of the Company Releasees hereby and forever releases Employee and his heirs, family members, executors, attorneys, agents and assigns (collectively “Employee Releasees”) from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company and/or any of the Releasees now have or may possess against Employee or any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Termination Date, including, without limitation, any: (a) claims arising out of or related to Employee’s employment relationship with the Company and the termination of that employment relationship, (b) claims related to the Agreement, (c) claims for breach of express or implied contract, breach of the implied covenant of good faith and fair dealing or any other contract theory, (d) tort claims, (e) claims for violation of any federal, state, or local common law, statute or constitutional provision; provided, however, that the foregoing release does not apply to (1) any obligation of Employee pursuant to this Amendment, or (2) any intentional act of fraud or material dishonesty by Employee in the performance of his duties to the Company.
