Common use of Release by the Company Clause in Contracts

Release by the Company. As a material inducement to Xx. Xxxx to enter into this Agreement, the Company, on its own behalf and on behalf of the subsidiaries and affiliated entities which it controls, hereby irrevocably and unconditionally releases, acquits and forever discharges Xx. Xxxx, his personal and legal representatives, executors, administrators, heirs, distributees, devisees and legatees (collectively, the "King Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer or employee of the Company or any of its divisions, subsidiaries or affiliates; provided, however, that the foregoing shall not release Xx. Xxxx or any King Releasee from (1) any obligations under this Agreement or under the Indemnification Agreement, (2) any claims arising after October 18, 1999 or (3) any claims arising out of any conduct by Xx. Xxxx which was knowingly fraudulent or deliberately dishonest or for which Xx. Xxxx would not be entitled to indemnification by the Company under the Indemnification Agreement.

Release by the Company. As a material inducement to Xx. Xxxx to enter into this Agreement, the The Company, on for itself, its own behalf and on behalf of the officers, directors, agents, employees, subsidiaries and affiliated entities which it controlsaffiliates, does hereby irrevocably and unconditionally releasesfully, acquits finally and forever discharges Xx. Xxxxrelease and discharge Employee for himself, his personal and legal representativesdependents, heirs, executors, administrators, heirssuccessors, distributees, devisees and legatees (collectively, the "King Releasees") assigns from any and all chargesclaims, complaintsobligations and liabilities, as well as claims for compensatory/punitive damages, breach of contract, liquidated damages, court costs, attorneys' fees, or any other causes, claims, liabilitiesor demands, obligationsas of the date hereof, promisesthat the Company has or may have had arising out of, agreements, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited relating to, Employee's employment with, consulting for, and/or separation from employment with the Company. The Company covenants that it will not initiate or bring any chargesproceeding, complaintssuit, claimsclaim, liabilitiesor administrative proceeding against Employee, obligationshis dependents, controversies and expenses heirs, executors, administrators, successors or assigns arising out of alleged violations of any contracts, express or impliedrelating to Employee's employment with, or any covenant of good faith and fair dealingconsulting for, express or implied, which the Company or the conduct of the Company's business prior to the Termination Date. Notwithstanding anything in this Section 3 to the contrary, nothing herein shall release Employee from any of such subsidiaries claims or affiliated entities now has, owns or holdsdamages, or claims to havepreclude, own limit or holdprohibit the Company from suing Employee for, any wrongs arising from conduct or actions of Employee which have ben concealed by Employee and of which no member of the Company's board of directors (other than Employee) had knowledge as of December 31, 1998. The Company further covenants that it will notify Employee immediately in the event that it, or its attorneys, is contacted by any Person regarding any pending or contemplated proceeding, suit claim or investigation in which the Company Employee is a party or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed in which he is threatened to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties be named as an officer or employee of the Company or any of its divisions, subsidiaries or affiliates; provided, however, that the foregoing shall not release Xx. Xxxx or any King Releasee from (1) any obligations under this Agreement or under the Indemnification Agreement, (2) any claims arising after October 18, 1999 or (3) any claims arising out of any conduct by Xx. Xxxx which was knowingly fraudulent or deliberately dishonest or for which Xx. Xxxx would not be entitled to indemnification by the Company under the Indemnification Agreementa party.

Release by the Company. As a material inducement to Xx. Xxxx to enter into In consideration of the undertakings, transactions and consideration recited in this Agreement, the Company, on its own behalf Company hereby agrees to release and on behalf of the subsidiaries and affiliated entities which it controls, hereby irrevocably and unconditionally releases, acquits and forever discharges Xx. Xxxxdischarge Executive, his personal heirs and legal representatives, executors, administrators, heirs, distributees, devisees administrators of and legatees (collectively, the "King Releasees") from any and all charges, complaintssuits, claims, demands, interest, costs (including attorney fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities, obligations, promises, agreements, controversies controversies, losses and expenses (including attorneys' fees and costs actually incurred) debts, of any nature whatsoever, against any of them, that the Company now has, owns or holds, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, includingfrom the beginning of the world to this date. Provided however, the foregoing release of claims by the Company specifically excludes any claims against Executive for indemnification or contribution that may arise from claims brought against the Company by third parties arising from Executive’s personal or professional conduct (including but not limited toto any actions taken in violation of any medical practice-related licensing, whether or not provided on behalf of the Company) prior to or during his employment with the Company in accordance with the indemnification provisions of Section 8 herein. Notwithstanding the foregoing, the Company represents that it will not institute against Executive, his heirs and administrators, any chargesaction or other proceeding in any court, complaintsadministrative agency, claims, liabilities, obligations, controversies and expenses arising out or other tribunal of alleged violations the United States or any State thereof with respect to any claim or cause of action of any contracts, express type arising or implied, or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities that may have existed at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating prior to the performance of Xxpresent date. Xxxx'x duties as an officer or employee of If the Company does bring a claim other than for indemnification or any of its divisionscontribution as described herein above, subsidiaries or affiliates; provided, however, that the foregoing shall not release Xx. Xxxx or any King Releasee from (1) any obligations under this Agreement or under the Indemnification Agreement, (2) any claims arising after October 18, 1999 or (3) any claims arising out of any conduct by Xx. Xxxx which was knowingly fraudulent or deliberately dishonest or for which Xx. Xxxx would not be entitled to indemnification by the Company under agrees to pay the Indemnification Agreement.reasonable costs incurred by Executive, his heirs or administrators in defending such action, including reasonable attorneys’ fees. Separation and Release Agreement Company ____ Executive ____

Release by the Company. As a material inducement to Xx. Xxxx to enter into this AgreementThe Company, for and on behalf of itself, the CompanyCompany Group, on its own behalf and their respective agents, subsidiaries, employees, officers, directors, attorneys, successors and assigns, and for and on behalf of the subsidiaries and affiliated entities which it controlsEquityholders with representatives on the Board, in each case in their capacities as such (together, the “Company Releasors”), hereby irrevocably waives and unconditionally releases, acquits and forever discharges Xx. Xxxx, his personal and legal representatives, executors, administrators, heirs, distributees, devisees and legatees (collectively, the "King Releasees") from releases any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies and expenses (including attorneys' fees and costs actually incurred) Claim of any nature whatsoever, both known or and unknown, suspected in law or unsuspected, including, but not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, or any covenant of good faith and fair dealing, express or impliedin equity, which the Company or any of such subsidiaries or affiliated entities Releasors may now hashave, owns or holdsever had, or claims may in the future have against the Executive and Executive’s heirs, successors, agents, representatives, executors and assigns (the “Executive Releasees”), including, without limitation, any Claim arising out of or relating to have, own Executive’s employment or holdtermination of employment with, or which the Company or Executive’s serving in any of such subsidiaries or affiliated entities at capacity in respect of, any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer or employee of the Company or Group. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in herein shall constitute a release by any Company Releasor of any of his, her or its divisionsrights or remedies available to him, subsidiaries her or affiliatesit, at law or in equity, related to, on account of, in connection with or in any way pertaining to the enforcement of: (i) any claims involving acts of fraud, theft, breach of fiduciary duty or criminal conduct based on facts of which the “Designated Company Representatives” (as defined below) did not have actual knowledge as of the date hereof; providedand/or (iii) any claims or rights which cannot be waived by law. For the purpose of implementing a full and complete release and waiver, howeverthe Company, for an on behalf of the Company Releasors, expressly acknowledges that the foregoing shall release described in this Section 4 is intended to include, without limitation, claims that the Company Releasors did not know or suspect to exist at the time of signing, regardless of whether the knowledge of such claims, or the facts upon which they might be based would materially have affected such release Xx. Xxxx or any King Releasee from (1) any obligations unless otherwise provided for above); and that the consideration given under this Agreement or under was also for the Indemnification Agreement, (2) any release of those claims arising after October 18, 1999 or (3) any claims arising out and contemplates the extinguishment of any conduct by Xxsuch unknown claims. Xxxx which was knowingly fraudulent or deliberately dishonest or The Company, for which Xx. Xxxx would not be entitled to indemnification by an on behalf of the Company under Releasors, further represents that the Indemnification Agreement.Company Releasors have not transferred or assigned, or

Release by the Company. As a material inducement to Xx. Xxxx to enter into In consideration of this Agreement, the Company, on its own behalf and Company on behalf of the subsidiaries itself, its parent and affiliated entities which it controls, subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, acquits waives and forever discharges Xx. Xxxxyou, his personal your spouse, family members, and legal representativesheirs,(collectively, executorsthe “Executive Releasees”), administrators, heirs, distributees, devisees individually and legatees (collectively, the "King Releasees") from any and all chargesactions, complaintscauses of action, claims, liabilitiesdemands, obligationsdamages, promisesrights, agreementsremedies and liabilities of whatsoever kind or character, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoeverin law or equity, suspected or unsuspected, known or unknown, suspected past or unsuspectedpresent, includingthat they have ever had, but may now have, or may later assert against the Executive Releasees, whether or not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, related to your employment by or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer any services to or employee on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of its divisionsCompany’s Claims for any kind of tortious conduct, subsidiaries promissory or affiliates; providedequitable estoppel, howeverbreach of the Company’s policies, that rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing foregoing, this Agreement shall not release Xx. Xxxx affect any of the Company’s rights or any King Releasee from (1) any obligations under this Agreement or under (a) the InSight 401(k) Plan, (b) the Indemnification Agreement, (2c) COBRA, (d) workers’ compensation or unemployment insurance benefits claims, or (e) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any claims arising after October 18acts or omissions undertaken by you, 1999 or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (3ii) any claims voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability. The Company is not currently aware of any claim that it may have for any matter covered under this subparagraph. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Executive Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any conduct complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by Xxthe Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the other Executive Releasees. Xxxx which was knowingly fraudulent If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or deliberately dishonest proceeding against you or for which Xx. Xxxx would not any of the other Executive Releasees, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Executive Releasees shall be entitled to indemnification by and shall recover from the Company under the Indemnification Agreementall costs incurred, including reasonable attorneys’ fees, in defending against any such charge, complaint, action, claim or proceeding.

Release by the Company. As a material inducement to Xx. Xxxx Mr. Chaltiel to enter into this Agreement, the Company, on its own behalf and on behalf of the subsidiaries and affiliated entities which it controls, hereby irrevocably and unconditionally releases, acquits and forever discharges Xx. XxxxMr. Chaltiel, his personal and legal representatives, executors, administrators, heirs, distributees, devisees and legatees (collectively, the "King Chaltiel Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx Mr. Chaltiel or any other King Chaltiel Releasee relating to the performance of Xx. Xxxx'x Mr. Chaltiel's duties as an officer officer, director or employee of the Company or any of its divisions, subsidiaries or affiliates; provided, however, that the foregoing shall not release Xx. Xxxx Mr. Chaltiel or any King Chaltiel Releasee from any (1) any obligations under this Agreement or under the Indemnification Agreement, (2) any claims arising after October 186, 1999 or (3) any claims charges, complaints, claims, liabilities, obligations, promises, agreements, controversies and expenses arising out of any conduct by Xx. Xxxx Mr. Chaltiel which was knowingly fraudulent or deliberately dishonest. The Company agrees that as of October 6, 1999, neither it nor any Company Releasee knows, claims, suspects or has any evidence whatsoever of facts which would give rise to the assertion that Mr. Chaltiel has engaged in any knowingly fraudulent or deliberately dishonest or for which Xx. Xxxx would not be entitled to indemnification by the Company under the Indemnification Agreementconduct.

Release by the Company. As a material inducement to Xx. Xxxx to enter into In consideration of this Agreement, the Company, on its own behalf and Company on behalf of the subsidiaries itself, its parent and affiliated entities which it controls, subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, acquits waives and forever discharges Xx. Xxxxyou, his personal your spouse, family members, and legal representatives, executors, administrators, heirs, distributees, devisees and legatees (collectively, the "King “Xxxxxx Releasees"”) individually and collectively, from any and all chargesactions, complaintscauses of action, claims, liabilitiesdemands, obligationsdamages, promisesrights, agreementsremedies and liabilities of whatsoever kind or character, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoeverin law or equity, suspected or unsuspected, known or unknown, suspected past or unsuspectedpresent, includingthat they have ever had, but may now have, or may later assert against the Xxxxxx Releasees, whether or not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, related to Xxxxxx’x employment by or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer any services to or employee on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of its divisionsCompany’s Claims for any kind of tortious conduct, subsidiaries promissory or affiliates; providedequitable estoppel, howeverbreach of the Company’s policies, that rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing foregoing, this Agreement shall not release Xx. Xxxx affect any of the Company’s rights or any King Releasee from (1) any obligations under this Agreement or under (a) the Stock Agreements, (b) the InSight 401(k) Plan, (c) the Indemnification Agreement, (2d) COBRA, (e) workers’ compensation or unemployment insurance benefits claims, or (f) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any claims arising after October 18acts or omissions undertaken by you, 1999 or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (3ii) any claims voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Xxxxxx Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any conduct complaint, claim, charge, action or proceeding against any of the Xxxxxx Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by Xxthe Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the other Xxxxxx Releasees. Xxxx which was knowingly fraudulent If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or deliberately dishonest proceeding against you or for which Xx. Xxxx would not any of the other Xxxxxx Releasees, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Xxxxxx Releasees shall be entitled to indemnification by and shall recover from the Company under the Indemnification Agreementall costs incurred, including reasonable attorneys’ fees, in defending against any such charge, complaint, action, claim or proceeding.

Release by the Company. As a material inducement to Xx. Xxxx to enter into In consideration of this Agreement, the Company, on its own behalf and Company on behalf of the subsidiaries itself, its parent and affiliated entities which it controls, subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, acquits waives and forever discharges Xx. Xxxxyou, his personal your spouse, family members, and legal representatives, executors, administrators, heirs, distributees, devisees (the “Xxxxxxxxx Releasees”) individually and legatees (collectively, the "King Releasees") from any and all chargesactions, complaintscauses of action, claims, liabilitiesdemands, obligationsdamages, promisesrights, agreementsremedies and liabilities of whatsoever kind or character, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoeverin law or equity, suspected or unsuspected, known or unknown, suspected past or unsuspectedpresent, includingthat they have ever had, but may now have, or may later assert against the Xxxxxxxxx Releasees, whether or not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, related to your employment by or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer any services to or employee on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of its divisionsCompany’s Claims for any kind of tortious conduct, subsidiaries promissory or affiliates; providedequitable estoppel, howeverbreach of the Company’s policies, that rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing foregoing, this Agreement shall not release Xx. Xxxx affect any of the Company’s rights or any King Releasee from (1) any obligations under this Agreement or under (a) the 401k Plan, (b) the Indemnification Agreement, (2c) California Labor Code Section 2802, (d) workers compensation or unemployment insurance benefit claims, (e) COBRA, or (f) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors have or may have against you as of the Effective Date, which may arise from or be related to (i) any claims arising after October 18acts or omissions undertaken by you, 1999 or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (3ii) any claims voluntary act undertaken by you, which at the time it was taken by you, was intentionally taken by you in knowing violation of a specific written Company directive or policy that was known to you and which causes or caused the Company material harm or subjects or subjected it to liability. The Company is not currently aware of any claim that it may have for any matter covered under this subsection (ii). To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Xxxxxxxxx Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any conduct complaint, claim, charge, action or proceeding against you or any of the other Xxxxxxxxx Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by Xxthe Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the other Xxxxxxxxx Releasees to the maximum extent permitted by law. Xxxx which was knowingly fraudulent If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or deliberately dishonest proceeding against you or any of the other Xxxxxxxxx Releasees except as expressly provided for which Xx. Xxxx would not in this Agreement, or arising out of the breach by you of this Agreement, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Xxxxxxxxx Releasees shall be entitled to indemnification by and shall recover from the Company under the Indemnification Agreementall costs incurred, including reasonable attorneys’ fees, in defending against any such charge, complaint, action, claim or proceeding.

Release by the Company. As a material inducement to Xx. Xxxx to enter into In consideration of this Agreement, the Company, on its own behalf and Company on behalf of the subsidiaries itself, its parent and affiliated entities which it controls, subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, acquits waives and forever discharges Xx. Xxxxyou, his personal and legal representativesyour spouse, executors, administratorsfamily members, heirs, distributeesand attorneys(collectively, devisees the “Executive Releasees”), individually and legatees (collectively, the "King Releasees") from any and all chargesactions, complaintscauses of action, claims, liabilitiesdemands, obligationsdamages, promisesrights, agreementsremedies and liabilities of whatsoever kind or character, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoeverin law or equity, suspected or unsuspected, known or unknown, suspected past or unsuspectedpresent, includingthat they have ever had, but may now have, or may later assert against the Executive Releasees, whether or not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, related to your employment by or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer any services to or employee on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of its divisionsCompany’s Claims for any kind of tortious conduct, subsidiaries promissory or affiliates; providedequitable estoppel, howeverbreach of the Company’s policies, that rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing foregoing, this Agreement shall not release Xx. Xxxx affect any of the Company’s rights or any King Releasee from (1) any obligations under this Agreement or under (a) the InSight 401(k) Plan, (b) the Indemnification Agreement, (2c) COBRA, (d) workers’ compensation or unemployment insurance benefits claims, or (e) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any claims arising after October 18acts or omissions undertaken by you, 1999 or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company or any act that constitutes a felony under the laws of the United States or any state and such felony results in a damage, loss, liability of claim to or against a Company Releasor ; or (3ii) any claims voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability, unless such directive or policy would cause you to take an illegal act. The Company is not currently aware of any claim that it may have for any matter covered under this subparagraph. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Executive Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any conduct complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by Xxthe Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the other Executive Releasees. Xxxx which was knowingly fraudulent If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or deliberately dishonest proceeding against you or for which Xx. Xxxx would not any of the other Executive Releasees, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Executive Releasees shall be entitled to indemnification by and shall recover from the Company under the Indemnification Agreementall costs incurred, including reasonable attorneys’ fees, in defending against any such charge, complaint, action, claim or proceeding.