Common use of Release by the Company Clause in Contracts

Release by the Company. Subject to the Company’s rights under this Amendment, effective as of the Final Closing Date, the Company, to the fullest extent legally possible, hereby completely and forever releases, waives and discharges, and shall be forever precluded from asserting, any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities, of any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Company, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Seller, and Seller’s respective present or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities arising from or relating to the Surviving Covenants and Obligations (collectively, “Company Claims”), and other than, as applicable, any rights under this Amendment to which the Company is entitled. In making this waiver, the Company acknowledges that it may hereafter discover facts in addition to or different from those which the Company now believes to be true with respect to the subject matter released herein, but agree that it has taken that possibility into account in reaching this Amendment and as to which the Company expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW).

Release by the Company. Subject to The Company warrants and represents that it has no knowledge, at the time of the signing of this Agreement, that Mr. Olvey has participated xx xxxxxxd in any type of misconduct, malfeasance, violation of the Company’s rights under this Amendment's policies or illegal acts. Mr. Olvey warrants and repxxxxxxx xx the Company that he has not participated or engaged in any type of misconduct, effective as malfeasance, violation of the Final Closing DateCompany's policies or illegal acts. In reliance on these warranties and representations by Mr. Olvey, the CompanyCompany agrexx xx, to xy the fullest extent legally possiblesigning of this Agreement and its acceptance of Mr. Olvey's representationx, hereby completely and forever xxxxxxxxs, releases, waives and dischargeswaivers provided by Mr. Olvey hereunder, irrevxxxxxx xxd unconditionally release Mr. Olvey from all damages, xxxxxxx, lawsuits or claims the Company may have, whether based on contract, tort, statute, or common law, arising from his employment with the Company and/or the conclusion of that employment, or from his service as a director and shall be forever precluded from assertingofficer of the Company and each subsidiary thereof, including, but not limited to, a release of any and all rights or claims the Company may have under applicable law, or any other charges, complaints, claims, liabilities, obligations, suitspromises, judgmentsagreements, controversies, damages, demandsactions, debtssuits, rights, causes of action demands, losses, debts and/or expenses (including attorneys' fees and liabilities, costs actually incurred) of any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen suspected or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Company, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Seller, and Seller’s respective present or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities arising from or relating to the Surviving Covenants and Obligations (collectively, “Company Claims”), and other than, as applicable, any rights under this Amendment to unsuspected which the Company is entitled. In making may have under any federal, state or local law, and of any other known or unknown claims in contract, tort or common law, including, but not limited to, actions for libel, slander, defamation or small claims accruing through the date of its signing of this waiverAgreement; provided, however, that this waiver does not apply to claims or rights that accrue after the date the Company acknowledges that it may hereafter discover facts in addition signs this Agreement or claims to or different from those which enforce the Company now believes to be true with respect to terms of this Agreement brought by the subject matter released herein, but agree that it has taken that possibility into account in reaching this Amendment and as to which the Company expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW)Company.

Release by the Company. Subject to The Company and the Company’s rights under this AmendmentOperating Partnership, effective as on behalf of the Final Closing Date, the Company, to the fullest extent legally possiblethemselves and their successors and assigns, hereby completely irrevocably, unconditionally and forever releasesrelease and discharge McCreary and his affxxxxxxx, waives heirs, executors, administrators, counsel, successors and discharges, assigns from and shall be forever precluded from asserting, against any and all complaints, claims, obligations, suits, judgmentsdemands, damages, demandslawsuits, debts, rightsactions, causes of action action, obligations and liabilities, of any kind or natureliabilities whatsoever, whether liquidated or unliquidated, fixed absolute or contingent, matured which the Company or unmatured, known or unknown, foreseen or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Company, including without limitation derivatively, to the fullest extent legally possible, has, had Operating Partnership has or may have against SellerMcCreary for acts taxxx xx xim within the scope of his employment as an officer and employee of the Company; provided, and Seller’s respective present or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacityhowever, that are based it is expressly agreed and understood that the release provided by the Company and the Operating Partnership in whole or in part on this Section 9 shall only release any actsuch complaints, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgmentsdemands, damages, demandslawsuits, debts, rightsactions, causes of action and liabilities arising of which one or more members of the Companys Board of Trustees (excluding McCreary) has or havx xxxxxxdge, or, which, through the exercise of reasonable care, should have had knowledge, on the date of this Agreement and shall not waive or release any other complaints, claims, demands, damages, lawsuits, actions, causes of action and liabilities or that result from any breach by McCreary of the termx xx xxxs Agreement (including, but not limited to, any representation, warranty, covenant or relating agreement made by him in this Agreement) or any breach by McCreary of Section 0 xx xxx Employment Agreement, of the share option agreements described in Section 4 hereof or of the agreements listed in Section 7 hereof. The Company and the Operating Partnership shall not sue or otherwise insxxxute or cause to be instituted or in any way voluntarily participate in the Surviving Covenants prosecution of any complaints against McCreary released in xxxx Xxction 9 in any federal, state, District of Columbia or other court, administrative agency or other forum concerning any claims released in this Section 9, except as required by law. The Company and Obligations (collectively, “the Operating Partnership irrevocably and unconditionally waive any and all rights to recover any relief and damages concerning any claims that are released in this Section 9. The Company Claims”)and the Operating Partnership represent and warrant that they have not previously filed or joined in any such claims or lawsuits against McCreary or any of txx xxxxx persons or entities released in this Section 9, and other than, as applicable, any rights under this Amendment to which that the Company is entitled. In making and the Operating Partnership have not given or sold any portion of any claims released in this waiverSection 9 to anyone else, and that the Company acknowledges that it may hereafter discover facts and the Operating Partnership will indemnify and hold harmless the persons and entities released in addition to this Section 9 from all liabilities, claims, demands, costs, expenses and/or attorneys fees incurred as a result of any such assignment or different from those which the Company now believes to be true with respect to the subject matter released herein, but agree that it has taken that possibility into account in reaching this Amendment and as to which the Company expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW)transfer.

Release by the Company. Subject to the CompanyIn consideration for receiving Executive’s rights under this Amendment, effective as of the Final Closing Daterelease hereunder, the Company, to on behalf of itself and the fullest extent legally possibleother members of the Company Group, and each of them, does hereby completely irrevocably and unconditionally release, acquit and forever releases, waives and discharges, and shall be forever precluded discharge Executive from asserting, any and all claims, obligations, suits, judgments, damages, demands, debts, rightsactions, causes of action action, costs, attorney fees, and liabilities, of any kind or natureall liability whatsoever, whether liquidated known or unliquidatedunknown, fixed or contingent, matured which the Company Group has, had, or unmaturedmay ever have against Executive relating to or arising out of Executive’s employment or separation from employment with the Company Group, known from the beginning of time and up to and including the date the Company executes this Release. This Release includes, without limitation, claims based on the Employment Agreement, Executive’s employment with the Company and any of its affiliates, and any services provided by Executive to the Company and any of its affiliates, and including, but not limited to, claims under federal, state or unknownlocal laws, foreseen statutes or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Companyordinances, including without limitation derivativelyany claim of tort or contract, or common law claims thereunder. This Release is intended to be effective as a general release of and bar to all claims as stated in this Section 5. Accordingly, the fullest extent legally possibleCompany Group specifically waives all rights under California Civil Code Section 1542, haswhich states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, had IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Notwithstanding the foregoing provisions of this Section 5, nothing herein shall release Executive from (i) any act that constitutes a criminal act under any Federal, state or may have against Seller, and Sellerlocal law committed or perpetuated by Executive during the course of Executive’s respective present or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or employment with the Company Group prior to the Final Closing Dateexecution date of this Release (including any criminal act of fraud, material misappropriation of funds or embezzlement, or any other than criminal action); (ii) any claimsact of fraud, obligations, suits, judgments, damages, demands, debts, rights, causes willful misconduct or breach of action and liabilities arising from or relating fiduciary duty committed by Executive in connection with his employment with the Company Group prior to the Surviving Covenants and Obligations execution date of this Release; or (collectivelyiii) Executive’s continuing obligations under the Separation Agreement, “Company Claims”), and other than, as applicable, any rights under this Amendment to which including the Company is entitled. In making this waiver, the Company acknowledges that it may hereafter discover facts in addition to or different from those which the Company now believes to be true with respect to the subject matter released herein, but agree that it has taken that possibility into account in reaching this Amendment and as to which the Company expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW)provisions of Section 4 thereof.

Release by the Company. Subject to the Company’s rights under this Amendment, effective as In consideration of the Final Closing Daterepresentations, warranties, promises, covenants, and releases provided by Employee, the adequacy and sufficiency of which are acknowledged, the Company, to on behalf of itself and its successors and assigns, forever releases the fullest extent legally possible, hereby completely and forever releases, waives and dischargesEmployee, and shall be forever precluded his heirs, successors and assigns, from asserting, and against any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action action, and liabilities, of any kind or natureliabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen absolute or unforeseencontingent, whether accrued or not hidden or concealed, then existing in law, equity or otherwiseunaccrued, that the Company, including without limitation derivatively, Company may have or claim to have against Employee up to the fullest extent legally possibledate Employee signs this Agreement. This release includes but is not limited to, hasany and all claims arising out of any federal, had state or may have against Sellerlocal law, and Seller’s respective present ordinance, rule or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities regulation; claims arising from or relating in any way connected with Employee’s employment, association or other contacts with the Company and the termination of Employee’s employment; claims based upon express or implied contract and claims for breach of contract; claims for breach of fiduciary duty or of any other duty under applicable corporate law, usurpation of corporate opportunity and corporate waste; claims for promissory estoppel, fraud, misrepresentation, or tortious interference with contract or prospective business relations; claims for breach of any covenant of good faith and fair dealing; claims for torts, including defamation, disparagement, misappropriation of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up to the Surviving Covenants date Employee signs this Agreement. Notwithstanding the foregoing, this Release is not intended to waive or release any claims against Employee for any representation or warranty made by Employee in this Agreement or in the event Employee, following the date Employee signs this Agreement, breaches this Agreement, or the Confidential Information, Assignment of Inventions and Obligations Noncompetition Agreement attached as Exhibit A to the Employment Agreement (collectively, the “Company ClaimsConfidentiality Agreement”), and other than, as applicable, any rights under this Amendment to which the Company is entitled. In making this waiver, the Company acknowledges that it may hereafter discover facts in addition to or different from those which the Company now believes to be true with respect to the subject matter released herein, but agree that it has taken that possibility into account in reaching this Amendment and as to which the Company expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW).

Release by the Company. Subject to The Company represents and warrants that it has no knowledge, at the time of the signing of this Agreement, that Xx. Xxxxxxx has participated or engaged in any type of misconduct, malfeasance, violation of the Company’s rights under this Amendmentpolicies or illegal acts. Xx. Xxxxxxx represents and warrants to the Company that he has not participated or engaged in any type of misconduct, effective as malfeasance, violation of the Final Closing DateCompany’s policies or illegal acts. In reliance on these warranties and representations by Xx. Xxxxxxx, the CompanyCompany agrees to, to by the fullest extent legally possiblesigning of this Agreement and its acceptance of Xx. Xxxxxxx’x representations, hereby completely and forever covenants, releases, waives and dischargeswaivers provided by Xx. Xxxxxxx hereunder, irrevocably and shall be forever precluded unconditionally release Xx. Xxxxxxx from assertingall damages, actions, lawsuits or claims the Company may have, whether based -5- on contract, tort, statute, or common law, arising from his employment with the Company and/or the conclusion of that employment, or from his service as a director and officer of the Company and each subsidiary thereof, including, but not limited to, a release of any and all rights or claims the Company may have under applicable law, or any other charges, complaints, claims, liabilities, obligations, suitspromises, judgmentsagreements, controversies, damages, demandsactions, debtssuits, rights, causes of action demands, losses, debts and/or expenses (including attorneys’ fees and liabilities, costs actually incurred) of any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen suspected or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Company, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Seller, and Seller’s respective present or former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities arising from or relating to the Surviving Covenants and Obligations (collectively, “Company Claims”), and other than, as applicable, any rights under this Amendment to unsuspected which the Company is entitled. In making may have under any federal, state or local law, and of any other known or unknown claims in contract, tort or common law, including, but not limited to, actions for libel, slander, defamation or small claims accruing through the date of its signing of this waiverAgreement; provided, however, that this waiver does not apply to claims or rights that accrue after the date the Company acknowledges that it may hereafter discover facts in addition signs this Agreement or claims to or different from those which enforce the Company now believes to be true with respect to terms of this Agreement brought by the subject matter released herein, but agree that it has taken that possibility into account in reaching this Amendment and as to which the Company expressly assumes the risk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW)Company.