Grouped Into 43 Collections of Similar Clauses From Business Contracts
This page contains Release of Claims clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Release of Claims. The Employee voluntarily, fully, forever, irrevocably and unconditionally releases and discharges the Company, its affiliates, subsidiaries and parent companies and each of their predecessors, successors, assigns, and their current and former members, partners, directors, managers, officers, employees, representatives, attorneys, agents, and all persons acting by, through, under or in concert with any of the foregoing (any and all of whom or which are hereinafter referred to as the "Releasees"),... from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, known or unknown that the Employee now has, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee arising out of the Employee's employment with or separation from the Company (collectively, "Claims"). This release of Claims includes, without implication of limitation, the release of all Claims: • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of discrimination or retaliation under state law); • under any other federal or state statute, to the fullest extent that Claims may be released; • of defamation or other torts; • of violation of public policy; • for wages, salary, bonuses, vacation pay or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees. Notwithstanding anything to the contrary contained herein, this Release does not apply to or affect (i) the Employee's right to receive the severance payments set forth in Section 3 of Offer Letter , (ii) the Employee's right to be reimbursed for reasonable business expenses incurred prior to termination of the Employee's employment according to the terms of Section 2(e) of the Offer Letter; (iii) the Employee's ownership of, and the Employee's rights by virtue of his ownership of, any capital stock or other securities of the Company, (iv) any rights of indemnification or exculpation of which the Employee is the beneficiary under any separate contractual indemnification agreement with the Company in connection with his service as a director or officer of the Company, the corporate charter, bylaws or other charter or organizational instruments or benefit or equity plans of the Company or any other Releasee or at law and rights of coverage to which the Employee may be entitled under any director and officer liability insurance policy of the Company or any other Releasee or (v) for purposes of clarity, any Claim arising out of any matters or events occurring after the effective date of the Release. A-8 4. Ongoing Obligations of the Employee; Enforcement Rights. The Employee reaffirms his ongoing obligations as well as the Company's enforcement rights provided for in Sections 6, 7 and 8 of the Offer Letter.View More
Release of Claims. The Employee voluntarily, fully, forever, irrevocably and unconditionally Except as provided below, the Executive voluntarily releases and forever discharges the Company, its affiliates, subsidiaries affiliated and parent companies and each of their predecessors, successors, assigns, related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former members, partners, directors..., managers, officers, shareholders, employees, representatives, attorneys, agents, accountants and all persons acting by, through, under or in concert with any agents of each of the foregoing (any in their official and all of whom or which are hereinafter personal capacities (collectively referred to as the "Releasees"), "Releasees") generally from any all claims, demands, debts, damages and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes liabilities of action, suits, rights, demands, costs, losses, debts every name and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, nature, known or unknown that (collectively, "Claims") that, as of the Employee date when the Executive signs this Release, he has, ever had, now has, owns or holds, or claims to have, own, have or hold, or that he at any time had, owned, or held, or ever claimed to have had, owned, or held had against any Releasee arising out or all of the Employee's employment with or separation from the Company (collectively, "Claims"). Releasees. This general release of Claims includes, without implication of limitation, the release of all Claims: • relating to the Executive's employment by and termination from employment with the Company or any related entity; • of wrongful discharge or violation of public policy; • of breach of contract; • of discrimination or retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of discrimination or retaliation under state law); 1964; • under any other federal or state statute, to the fullest extent that Claims may be released; statute or constitution or local ordinance; • of defamation or other torts; • of violation of public policy; • for wages, salary, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits; benefits, whether under the Massachusetts Wage Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees. Notwithstanding anything to the contrary contained herein, in this Release, Section 2 of this Release does not apply to include and will not preclude: (a) Executive's rights or affect (i) claims under the Employee's right Agreement to receive Termination Benefits and Accrued Obligations; (b) claims for worker's compensation benefits under applicable law; (c) any claims arising solely after the severance payments set forth in Section 3 execution of Offer Letter , (ii) the Employee's right this Release; (d) any claims or rights Executive may have to be reimbursed for reasonable business expenses incurred prior to termination of the Employee's employment according any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the "Plans"), subject to the terms of Section 2(e) of the Offer Letter; (iii) Plans, including, but not limited to, the Employee's ownership of, Company's 2015 Stock Incentive Plan and/or the Equity Documents, or any subsequently adopted incentive compensation plan, and the Employee's rights by virtue of his ownership of, any capital stock or other securities of the Company, (iv) applicable equity Award agreements; (e) any rights and/or claims Executive may have under the Consolidated Omnibus Budget Reconciliation Act of indemnification or exculpation 1985 ("COBRA"); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of which the Employee is the beneficiary under any separate contractual indemnification agreement with business expenses approved by the Company in connection with his service as a director or officer and incurred by the Executive prior to the Date of the Company, the corporate charter, bylaws or other charter or organizational instruments or benefit or equity plans of Termination; (h) rights, if any, to defense and indemnification from the Company or its insurers for actions taken by Executive in the course and scope of Executive's employment with the Company, including, but not limited to, any other Releasee claims or at law and rights of coverage to which under the Employee Indemnification Agreement; or (i) any rights and/or claims you may be entitled under any director and officer liability insurance policy have as a shareholder of the Company or any other Releasee or (v) for purposes of clarity, any Claim arising out of any matters or events occurring after the effective date of the Release. A-8 4. Company. Raj Kannan May 31, 2019 Page 8 3. Ongoing Obligations of the Employee; Enforcement Rights. Executive. The Employee Executive hereby reaffirms his that the Restrictive Covenant Agreement remains in full effect, except that the Executive hereby waives any right to Garden Leave (as defined in the Restrictive Covenant Agreement) and agrees that Section 8(c) of the Restrictive Covenant Agreement is hereby deleted in its entirety and replaced with the following text taken from the original Section 8(c): "I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the United States or in any other country in which the Company does business, engage or otherwise participate in any business that develops, manufactures or markets any products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment." The first sentence of Section 17 ("Waiver") of the Restrictive Covenant Agreement is hereby deleted. The Restrictive Covenant Agreement, as amended herein, is incorporated herein by reference. The Restrictive Covenant Agreement, and any other ongoing obligations as well as the Company's enforcement rights provided for in Sections 6, 7 and 8 of Executive has under the Offer Letter. Agreement, are the "Ongoing Obligations", which Obligations are incorporated herein by reference. View More
Release of Claims. The Employee voluntarily, fully, forever, irrevocably and unconditionally Executive voluntarily releases and forever discharges the Company, its affiliates, subsidiaries affiliated and parent companies and each of related entities, their predecessors, successors, successors and assigns, their employee benefit plans and their fiduciaries of such plans, and the current and former members, partners, officers, directors, managers, officers, shareholders, employees, representatives, attorneys, agents..., accountants and agents of any and all persons acting by, through, under or in concert with any of the foregoing (any in their official and all of whom or which are hereinafter personal capacities (collectively referred to as the "Releasees"), "Releasees") generally from any all claims, demands, debts, damages and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes liabilities of action, suits, rights, demands, costs, losses, debts every name and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, nature, known or unknown that ("Claims") that, as of the Employee now date when the Executive signs this Agreement, the Executive has, owns or holds, or ever had, claims to have, own, have or hold, or that he at any time had, owned, or held, or ever claimed to have had, owned, or held had against any Releasee arising out or all of the Employee's employment with or separation from the Company (collectively, "Claims"). Releasees. This release of Claims includes, without implication of limitation, the release of all Claims: • relating to the Executive's employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation under state that is prohibited by Massachusetts law); • under any other federal federal, state or state statute, to the fullest extent that Claims may be released; city statute or regulation; • of defamation or other torts; • of violation of public policy; • for wages, salary, bonuses, vacation pay incentive compensation, paid time off or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees. Notwithstanding anything fees; provided, however, that this release shall not affect the Executive's rights, if any, (i) under any Section 401(k) plan, (ii) to the contrary contained herein, this Release does not apply indemnification, advancement and/or directors and officers insurance coverage, (iii) under any equity awards issued pursuant to or affect (i) the Employee's right to receive the severance payments set forth in Section 3 of Offer Letter , (ii) the Employee's right to be reimbursed for reasonable business expenses incurred prior to termination 2(b) of the Employee's employment according to the terms of Section 2(e) of the Offer Letter; (iii) the Employee's ownership of, and the Employee's rights Employment Agreement or otherwise granted by virtue of his ownership of, any capital stock or other securities of the Company, (iv) any rights of indemnification or exculpation of which the Employee is the beneficiary under any separate contractual indemnification agreement with the Company in connection with his service as a director or officer writing pursuant to the approval of the Company, the corporate charter, bylaws Company's Board of Directors, or (iv) under this Agreement. The Executive agrees that he shall not seek or accept damages of any nature, other charter equitable or organizational instruments legal remedies for his own benefit, attorney's fees, or benefit or equity plans costs from any of the Releasees with respect to any Claim released by this Agreement. He further represents that he has not assigned to any third party and he has not filed with any agency or court any Claim released by this Agreement. 5 ACTIVE/100310529.4 7.The Company's Release of Claims. The Company or any other Releasee or at law voluntarily releases and rights of coverage to which forever discharges the Employee may be entitled under any director and officer liability insurance policy Executive generally from all Claims that, as of the date when it signed this Agreement, ever had, claims to have or ever claimed to have had against the Executive, including, without limitation, all Claims relating to the Executive's employment by and termination of employment with the Company; provided that (i) the Company does not waive any of its rights under the Employment Agreement or the Restrictive Covenants Agreement; and (ii) the Company does not release the Executive from any other Releasee or (v) for purposes civil Claim that is based on conduct that also satisfies the elements of clarity, any Claim arising out of any matters or events occurring after the effective date of the Release. A-8 4. Ongoing Obligations of the Employee; Enforcement Rights. The Employee reaffirms his ongoing obligations as well as the Company's enforcement rights provided for in Sections 6, 7 and 8 of the Offer Letter. a criminal offense. View More
Release of Claims. The Employee voluntarily, fully, forever, irrevocably Executive, for himself and unconditionally his heirs, assigns, executors and administrators in all of his capacities, including, but not limited to, his capacity as an individual, shareholder, trustee or otherwise, voluntarily releases and forever discharges the Company, all of its affiliates, subsidiaries affiliates and parent companies related entities and each of its and their predecessors, successors, assigns, and their current and former... members, partners, directors, managers, officers, employees, stockholders, representatives, attorneys, agents, and all persons acting by, through, though, under or in concert with any of the foregoing (any and all of whom or which are hereinafter referred to as the "Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, known or unknown (collectively, "Claims") that as of the Employee date when Executive signs this Release, the Executive now has, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee arising out of the Employee's employment with or separation from the Company (collectively, "Claims"). Releasee. This general release of Claims includes, without implication of limitation, the complete release of all Claims: • relating to the Executive's employment by the Company and the termination of his employment relationship; 1 • of wrongful discharge; • of breach of contract; • of retaliation or discrimination of any kind including, without limitation, under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 1964, Massachusetts General Laws Chapter 151B, and any Claims of discrimination or retaliation under state law); • any and all Claims in the nature of so-called whistleblower complaints to the extent permitted by applicable law; • under any other federal or state statute, to the fullest extent that Claims may be released; • of defamation defamation, deceit, misrepresentation, or other torts; • of violation of public policy; • for wages, salary, bonuses, vacation pay pay, stock, stock options, or any other compensation or benefits; benefits, including without limitation pursuant to the Massachusetts Wage Act; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees. Notwithstanding anything provided, however, that this release shall not affect your rights under this Release. Executive agrees not to the contrary contained herein, this Release does not apply to accept damages of any nature, other equitable or affect (i) the Employee's right to receive the severance payments set forth in Section 3 of Offer Letter , (ii) the Employee's right to be reimbursed legal remedies for reasonable business expenses incurred prior to termination Executive's own benefit or attorney's fees or costs from any of the Employee's employment according Releasees with respect to the terms of Section 2(e) of the Offer Letter; (iii) the Employee's ownership of, and the Employee's rights by virtue of his ownership of, any capital stock or other securities of the Company, (iv) any rights of indemnification or exculpation of which the Employee is the beneficiary under any separate contractual indemnification agreement with the Company in connection with his service as a director or officer of the Company, the corporate charter, bylaws or other charter or organizational instruments or benefit or equity plans of the Company or any other Releasee or at law and rights of coverage to which the Employee may be entitled under any director and officer liability insurance policy of the Company or any other Releasee or (v) for purposes of clarity, any Claim arising out of any matters or events occurring after the effective date of the released by this Release. A-8 4. Ongoing Obligations of the Employee; Enforcement Rights. The Employee reaffirms his ongoing obligations as well as the Company's enforcement rights provided for in Sections 6, 7 and 8 of the Offer Letter.View More
Release of Claims. In consideration of the Lenders' and the Agent's agreements contained in this Agreement, each Loan Party hereby irrevocably releases and forever discharge the Lenders and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a "Released Person") of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, ...criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof.View More
Release of Claims. In consideration of the Lenders' and the Administrative Agent's agreements contained in this Agreement, each Loan Party hereby irrevocably releases and forever discharge the Lenders discharges each Lender and the Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a "Released Person") of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, ...tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the Credit Loan Agreement or any other Loan Document on or prior to the date hereof. View More
Release of Claims. In consideration of the Lenders' and the Administrative Agent's agreements contained in this Agreement, Amendment, each Loan Party hereby irrevocably releases and forever discharge the Lenders and the Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a "Released Person") of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implie...d or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof. View More
Release of Claims. In consideration of the Lenders' and the Administrative Agent's agreements contained in this Agreement, Amendment, each Loan Party hereby irrevocably releases and forever discharge discharges the Lenders and the Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a "Released Person") of and from any and all claims, suits, actions, investigations, proceedings or demands, demands (including any so-ca...lled "lender liability" claims or defenses), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof. View More
Release of Claims. To induce Lender to enter into this Amendment, each Borrower hereby releases, acquits and forever discharges Lender, and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that any Borrower now has or ever had against Lender arising under or in connection wit...h any of the Loan Documents or otherwise. Each Borrower represents and warrants to Lender that no Borrower has transferred or assigned to any Person any claim that any Borrower ever had or claimed to have against Lender.View More
Release of Claims. To induce Lender Agent and Lenders to enter into this Amendment, each Borrower hereby releases, acquits and forever discharges Lender, Agent and Lenders, and all officers, directors, agents, employees, successors and assigns of Lender, Agent and Lenders, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that any such Borrower now has ...or ever had against Agent or any Lender arising under or in connection with any of the Loan Documents or otherwise. Each Borrower represents and warrants to Lender Agent and Lenders that no such Borrower has not transferred or assigned to any Person any claim that any such Borrower ever had or claimed to have against Agent or any Lender. View More
Release of Claims. To induce Lender Agent and Lenders to enter into this Amendment, each Borrower (each Borrower being referred to herein as a "Releasor") hereby releases, acquits and forever discharges Lender, Agent and Lenders, and all officers, directors, agents, employees, successors and assigns of Lender, Agent and Lenders, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equ...ity, or known or unknown, that any Borrower such Releasor now has or ever had against Agent or any Lender arising under or in connection with any of the Loan Documents or otherwise. Each Borrower Releasor represents and warrants to Lender Agent and Lenders that no Borrower such Releasor has not transferred or assigned to any Person any claim that any Borrower such Releasor ever had or claimed to have against Agent or any Lender. -2- 11. Effectiveness; Governing Law. This Amendment shall be effective upon acceptance by Agent in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the State of Georgia, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks). View More
Release of Claims. To induce Lender to enter into this Amendment, each Borrower hereby releases, acquits and forever discharges Lender, and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that any such Borrower now has or ever had against Lender arising under or in connectio...n with any of the Loan Documents or otherwise. Each Borrower represents and warrants to Lender that no such Borrower has not transferred or assigned to any Person any claim that any Borrower ever had or claimed to have against Lender. 12. Effectiveness; Governing Law. This Amendment shall be effective upon acceptance by Lender (notice of which acceptance is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the State of New York. View More
Release of Claims. The Employee and his heirs, assigns, and agents release, waive, and discharge the Company and the Released Parties (as defined below) from each and every claim, action or right of any sort, known or unknown, arising on or before the date on which the Employee executes this Agreement, which the Employee may by law release, a. The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, gender, pregnancy, religion, marital status, sexual orientation..., national origin, handicap or disability, genetic information, age, veteran status, special disabled veteran status, or citizenship status or any other category protected by law; any other claim based on a statutory prohibition or requirement; any claim arising out of or related to an express or implied employment contract, including without limitation, the Employment Agreement, any other contract affecting terms and conditions of employment, or a covenant of good faith and fair dealing; any tort claims, any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 U.S.C. 3730; and any claims to attorney fees or expenses. Employee further agrees and acknowledges that Employee has been properly paid for all hours worked for the Company, that all salary, wages, commissions, bonuses, vacation, long-term incentives, and other compensation due to Employee have been paid, and that Employee is not owed anything else from Company other than as provided for in this Agreement. b. The Employee represents that he understands that rights and claims under the ADEA are among the rights and claims against the Company that the Employee is releasing through this Agreement, and that the Employee understands that he is not releasing (i) any rights or claims arising after the date on which the Employee executes this Agreement; (ii) any rights that may not be released as a matter of law, or any claims he has for liability coverage and/or costs of defense pursuant to liability insurance and/or indemnification rights for acts and omissions occurring during his employment with the Company, including but not limited to any Directors & Officers and general liability insurance or indemnification rights; and (iii) any claims to any vested benefits that the Employee already is entitled to receive under any of the Company's employee compensation or benefit plans, or any right the Employee has to benefits under workers' compensation Jaws, unemployment compensation laws or the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). c. The Employee further agrees never to sue the Company or cause the Company to be sued regarding any matter within the scope of the above release. Employee understands and acknowledges, however, that this Agreement is not intended to and shall not affect his right to file a lawsuit, complaint or charge that challenges the validity of this Agreement under the Older Workers Benefit Protection Act, 29 U.S.C. §626(f), with respect to claims under the ADEA. With the exception of an action to challenge Employee's waiver of claims under the ADEA, if the Employee violates this release by suing the Company or causing the Company to be sued, the Employee agrees to pay all costs and expenses of defending against the suit incurred by the Company, including reasonable attorneys' fees, except to the extent that paying such costs and expenses is prohibited by law or would result in the invalidation of the foregoing release. d. "Released Parties" are the Company, all current and former parents, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any other person acting by, through, under or in concert with any of the persons or entities listed in this paragraph, and their successors. e. Notwithstanding this or any other section of the Agreement to the contrary, Employee shall not be prevented from bringing or making any claim, report, or disclosure to the Equal Employment Opportunity Commission, Securities and Exchange Commission, Occupational Safety and Health Administration or any other government agency to whom disclosures are protected by law, in each case to the extent the right to bring such claims, reports, or disclosures are protected by law; notwithstanding the foregoing, however, Employee agrees to waive the right to receive monetary recovery directly from Company, including Company payments that result from any complaints or charges that Employee files with any governmental agency, or that are filed on Employee's behalf.View More
Release of Claims. The Employee and his or her heirs, assigns, and agents agents, release, waive, and discharge the Company and the Released Parties (as as defined below) below from each and every claim, action or right of any sort, known or unknown, arising on or before the date on which the Employee executes this Agreement, which the Employee may by law release, a. Effective Date. (a) The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, gender, pregnancy, ...religion, marital status, sexual orientation, national origin, handicap or disability, genetic information, age, veteran status, special disabled veteran status, or citizenship status or any other category protected by law; any other claim based on a statutory prohibition or requirement; any claim arising out of or related to an express or implied employment contract, including without limitation, the Employment Agreement, any other contract affecting terms and conditions of employment, or a covenant of good faith and fair dealing; any tort claims, any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 U.S.C. 3730; 3730 and any claims to attorney fees or expenses. Employee further agrees and acknowledges that Employee has been properly paid for all hours worked for the Company, that all salary, wages, commissions, bonuses, vacation, long-term incentives, and other compensation due to Employee have been paid, and that Employee is not owed anything else from Company other than as provided for in this Agreement. b. (b) The Employee represents that he Employee understands the foregoing release, that rights and claims under the ADEA Age Discrimination in Employment Act of 1967, as amended, are among the rights and claims against the Company that the Employee is releasing through this Agreement, releasing, and that the Employee understands that he Employee is not releasing (i) any rights or claims arising after the date on which the Employee executes this Agreement; (ii) any rights that may not be released as a matter of law, or any claims he has for liability coverage and/or costs of defense pursuant to liability insurance and/or indemnification rights for acts and omissions occurring during his employment with the Company, including but not limited to any Directors & Officers and general liability insurance or indemnification rights; and (iii) any claims to any vested benefits that the Employee already is entitled to receive under any of the Company's employee compensation or benefit plans, or any right the Employee has to benefits under workers' compensation Jaws, unemployment compensation laws or the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). c. Effective Date. (c) The Employee further agrees never to sue the Company or cause the Company to be sued regarding any matter within the scope of the above release. Employee understands and acknowledges, however, that this Agreement is not intended to and shall not affect his right to file a lawsuit, complaint or charge that challenges the validity of this Agreement under the Older Workers Benefit Protection Act, 29 U.S.C. §626(f), with respect to claims under the ADEA. With the exception of an action to challenge Employee's waiver of claims under the ADEA, if If the Employee violates this release by suing the Company or causing the Company to be sued, the Employee agrees to pay all costs and expenses of defending against the suit incurred by the Company, including reasonable attorneys' fees, fees except to the extent that paying such costs and expenses is prohibited by law or would result in the invalidation of the foregoing release. d. "Released Parties" (d) Released Parties are the Company, all current and former parents, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any other person acting by, through, under or in concert with any of the persons or entities listed in this paragraph, and their successors. e. Notwithstanding this or any other section of the Agreement to the contrary, (e) Provided, however, that Employee shall not be prevented from bringing or making any claim, report, or disclosure to the Equal Employment Opportunity Commission, Securities and Exchange Commission, Occupational Safety and Health Administration or any other government agency to whom disclosures are protected by law, in each case to the extent the right to bring such claims, reports, or disclosures are protected by law; notwithstanding the foregoing, however, Employee agrees to waive the right to receive monetary recovery directly from Company, including Company payments that result from any complaints or charges that Employee files with any governmental agency, or that are filed on Employee's behalf. (f) This general release does not in any way diminish or impair: (i) any claims Employee may have that cannot be waived under applicable law, (ii) Employee's right to enforce this Agreement; (iii) any rights Employee may have to indemnification from personal liability or to protection under any insurance policy maintained by the Company, including without limitation any general liability, employment practices liability, or directors and officers insurance policy or any contractual indemnification agreement; (iv) Employee's right, if any, to government provided unemployment and worker's compensation benefits; or (v) Employee's rights to any vested benefits under any Company benefit plans (i.e. health, disability or tax-qualified retirement plans). View More
Release of Claims. The Employee and his Employee's heirs, assigns, and agents release, waive, waive and discharge the Company and the Released Parties (as defined below) its past and present directors, officers, employees, parents, subsidiaries, affiliates, related entities, and agents and each of its and their predecessors, successors and assigns from each and every claim, action action, right, complaint or right application of any sort, known or unknown, arising on or before the date on which the Employee execut...es this Agreement, which the Employee may by law release, Effective Date. a. The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, gender, pregnancy, religion, marital status, sexual orientation, national origin, handicap or disability, genetic information, age, veteran status, special disabled veteran status, or citizenship status or any other category protected by law; status; any other claim based on a statutory prohibition any local, state, provincial, or requirement; federal prohibition, including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, as amended, the Family Medical Leave Act, the Fair Labor Standards Act, the Americans With Disabilities Act, or the Employee Retirement Income Security Act, the Equal Pay Act, the California Fair Employment and Housing Act, the California Penal Code, the California Constitution, the California Labor Code, the California Family and Medical Leave Act, as amended; any claim arising out of or related to an any alleged express or implied employment contract, including without limitation, the Employment Agreement, any other alleged contract affecting terms and conditions of employment, employment and/or severance rights, or a an alleged covenant of good faith and fair dealing; any tort claims, any personal gain with respect to or any claim arising under for severance pay, bonus, salary, sick leave, stocks, attorneys' fees, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, to the qui tam provisions of the False Claims Act, 31 U.S.C. 3730; and any claims to attorney fees or expenses. Employee further agrees and acknowledges that Employee has been properly paid for all hours worked for the Company, that all salary, wages, commissions, bonuses, vacation, long-term incentives, and other compensation due to Employee have been paid, and that Employee is not owed anything else from Company other than as provided for in this Agreement. full extent permitted by law. b. The Employee represents that he Employee understands the foregoing release, that rights and claims under the ADEA Age Discrimination in Employment Act of 1967, as amended ("ADEA"), are among the rights and claims against the Company that the Employee is releasing through this Agreement, releasing, and that the Employee understands that he Employee is not presently releasing (i) any future rights or claims arising that might arise after the date on which the Employee executes this Agreement; (ii) any rights that may not be released as a matter of law, or any claims he has for liability coverage and/or costs of defense pursuant to liability insurance and/or indemnification rights for acts and omissions occurring during his employment with the Company, including but not limited to any Directors & Officers and general liability insurance or indemnification rights; and (iii) any claims to any vested benefits that the Employee already is entitled to receive under any of the Company's employee compensation or benefit plans, or any right the Employee has to benefits under workers' compensation Jaws, unemployment compensation laws or the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). Effective Date. c. The Employee further agrees never to sue the Company or its past and present directors, officers, employees, parents, subsidiaries, affiliates, predecessors, related entities, and agents and each of its and their predecessors, successors and assigns or cause the Company or its past and present directors, officers, employees, parents, subsidiaries, affiliates, predecessors, related entities, and agents and each of its and their predecessors, successors and assigns to be sued sued, regarding any matter within the scope of the above release. If Employee understands violates this section of the Agreement, the Company may recover all damages as allowed by law, including all costs and acknowledges, however, that this Agreement is not intended to and expenses, including reasonable attorneys' fees, incurred in defending against the suit. d. This release shall not affect his be interpreted to require Employee to waive or release Employee's right to file a lawsuit, complaint charge with the Equal Employment Opportunity Commission ("EEOC") or charge that challenges the National Labor Relations Board ("NLRB"). However, Employee does waive and release Employee's right to any monetary recovery or other personal relief should the EEOC, NLRB, or any other agency pursue claims on Employee's behalf. This release also does not apply to any lawsuit brought to challenge the validity of this Agreement under the Older Workers Benefit Protection Act, 29 U.S.C. §626(f), with respect ADEA, to enforce the terms of this Agreement, or for claims that arise under the ADEA. With ADEA after the exception of an action to challenge Employee's waiver of claims under the ADEA, if the Employee violates Effective Date. Further, this release by suing does not release or affect Employee's rights to indemnification from the Company or causing a Company affiliate under the Company to be sued, the Employee agrees to pay all costs and expenses of defending against the suit incurred by the Company, including reasonable attorneys' fees, except to the extent that paying such costs and expenses is prohibited by law or would result in the invalidation of the foregoing release. d. "Released Parties" are the Company, all current and former parents, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and Company's bylaws, any other person acting by, through, under or in concert with any of the persons or entities listed in this paragraph, and their successors. e. Notwithstanding this governing document, or any other section right of indemnification, whether by agreement or applicable law. e. Nothing in this Agreement, including the Agreement provisions of Paragraph 15, is intended to prohibit Employee from reporting possible violations of federal law to any governmental agency or entity, from making other disclosures that are protected under the contrary, whistleblower provisions of federal law, or from providing truthful testimony pursuant to court order, subpoena, or as otherwise required by law. With respect to agency communications, Employee does not need the Company's prior authorization to make any such reports or disclosures and is not required to notify Company that such reports or disclosures have been made. With respect to testimony required by court order, subpoena, or other legal process, Employee shall not be prevented from bringing notify the Company in writing as soon as practicable following receipt of such order, subpoena, or making any claim, report, or disclosure to process. f. Employee hereby agrees that on the Equal Employment Opportunity Commission, Securities and Exchange Commission, Occupational Safety and Health Administration or any other government agency to whom disclosures are protected by law, in each case to the extent the right to bring such Termination Date, Employee will execute a separate release of claims, reports, or disclosures are protected by law; notwithstanding the foregoing, however, Employee agrees to waive the right to receive monetary recovery directly from Company, including Company payments that result from any complaints or charges that Employee files with any governmental agency, or that are filed on Employee's behalf. a copy of which is attached hereto as Exhibit "A". View More
Release of Claims. The Borrower for itself, its successors and assigns and all those at interest therewith, including, without limitation, each Guarantor, (collectively, the "Releasing Parties"), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Administrative Agent, the Lenders and their respective officers, directors, shareholders, employees, agents, successors, assigns, representatives, affiliates and insurers (sometimes referred to below collectively as the "Released Part...ies") and all those at interest therewith of and from any and all claims, causes of action, liabilities, damages, costs (including, without limitation, attorneys' fees and all costs of court or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which the Releasing Parties, have or hereafter may have arising out of any act, occurrence, transaction, or omission occurring from the beginning of time to the date of execution of this Amendment if related to the Note or the other Loan Documents (the "Released Claims"), except that (i) the future duties and obligations of the Lenders under the Loan Documents and the rights of the Borrower to its funds on deposit with the Lenders shall not be included in the term Released Claims and (ii) the right of the Borrower to require the correction of manifest accounting errors and similar administrative errors shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES.View More
Release of Claims. The Borrower and the Guarantors, each for itself, its successors and assigns assigns, and all those at interest therewith, including, without limitation, each Guarantor, therewith (collectively, the "Releasing Parties"), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Administrative Agent, the Lenders Lender and their respective its officers, directors, shareholders, employees, agents, counsel, successors, assigns, representatives, affiliates and insurers... (sometimes referred to below collectively as the "Released Parties") and all those at interest therewith of and from any and all claims, causes of action, liabilities, damages, costs (including, without limitation, attorneys' fees and all costs of court or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which the Releasing Parties, Parties have or hereafter may have arising out of any act, occurrence, transaction, transaction or omission occurring from the beginning of time to the date of execution of this Amendment if related to the Note Note, the Credit Agreement or the other Loan Documents or any actions taken by any of the Released Parties in connection therewith (the "Released Claims"), except that (i) the future duties and obligations of the Lenders Lender under the Loan Documents and the future rights of the Borrower and the Guarantors to its their respective funds on deposit with the Lenders shall not be included in the term Released Claims and (ii) the right of the Borrower to require the correction of manifest accounting errors and similar administrative errors Lender shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. The release of claims set forth in this paragraph 23 is a material inducement to the Lender's willingness to enter in this Amendment and extend the Forbearance Period. View More
Release of Claims. The Borrower and the Guarantors, each for itself, its successors and assigns assigns, and all those at interest therewith, including, without limitation, each Guarantor, therewith (collectively, the "Releasing Parties"), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Administrative Agent, the Lenders Lender and their respective its officers, directors, shareholders, employees, agents, counsel, successors, assigns, representatives, affiliates and insurers... (sometimes referred to below collectively as the "Released Parties") and all those at interest therewith of and from any and all claims, causes of action, liabilities, damages, costs (including, without limitation, attorneys' fees and all costs of court or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which the Releasing Parties, Parties have or hereafter may have arising out of any act, occurrence, transaction, transaction or omission occurring from the beginning of time to the date of execution of this Amendment Forbearance Effective Date if related to the Note Note, the Credit Agreement or the other Loan Documents (the "Released Claims"), except that (i) the future duties and obligations of the Lenders Lender under the Loan Documents and the rights of the Borrower and the Guarantors to its their respective funds on deposit with the Lenders shall not be included in the term Released Claims and (ii) the right of the Borrower to require the correction of manifest accounting errors and similar administrative errors Lender shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. View More
Release of Claims. The Borrower Each of the Borrowers for itself, its successors and assigns and all those at interest therewith, including, without limitation, each Guarantor, therewith (collectively, the "Releasing Parties"), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Administrative Agent, the Lenders each Bank, and their respective officers, directors, shareholders, employees, agents, successors, assigns, representatives, affiliates and insurers (sometimes referred ...to below collectively as the "Released Parties") and all those at interest therewith of and from any and all claims, causes of action, liabilities, damages, costs (including, without limitation, attorneys' fees and all costs of court or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which the Releasing Parties, Parties have or hereafter may have arising out of any act, occurrence, transaction, transaction or omission occurring from the beginning of time to the date of execution of this Amendment if related to the Note Notes, the Credit Agreement, the Forbearance Agreement or the other Loan Documents (the "Released Claims"), except that (i) the future duties and obligations of the Lenders Administrative Agent and the Banks under the Forbearance Agreement (as amended by this Amendment) and the other Loan Documents Documents, and the rights of the each Borrower to its funds on deposit with the Lenders any Bank, shall not be included in the term Released Claims and (ii) the right of the Borrower to require the correction of manifest accounting errors and similar administrative errors shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. 3 10. No Commitment to Renew. By execution of this Amendment, each of the Borrowers warrants and represents to the Administrative Agent and the Banks and agree that there is no commitment of any party for a renewal, extension, or modification of the Credit Agreement, the Notes, the Forbearance Period or this Amendment in the future on any terms whatsoever. View More
Release of Claims. Executive agrees that, as a condition to Executive's right to receive the payments and benefits set forth in Section 3, within 21 calendar days following the Separation Date (the "Release Period"), Executive shall execute and deliver the Release to the Company. If Executive fails to execute and deliver the Release to the Company during the Release Period, or if the Release is revoked by Executive or otherwise does not become effective and irrevocable in accordance with its terms, then Executive ...will not be entitled to any payment or benefit under Section 3 of this Agreement.View More
Release of Claims. Executive agrees that, as a condition shall execute and deliver the Release to Executive's right to receive the payments and benefits set forth in Section 3, Company within 21 calendar days following the Separation Date (the "Release Period"), Executive shall execute and deliver the Release to the Company. Period"). If Executive fails to execute and deliver the Release to the Company during the Release Period, or if the Release is revoked by Executive or otherwise does not before it has become e...ffective and irrevocable in accordance with pursuant to its terms, then Executive will not be entitled to any payment or benefit under Section 3 of this Agreement. View More
Release of Claims. Executive agrees that, as a condition to Executive's right to receive the payments and benefits set forth in Section 3, within 21 calendar days following the Separation Date (the "Release Period"), Date, Executive shall execute and deliver the Release to the Company. If Executive fails to execute and deliver the Release to the Company during the Release Period, Company, or if the Release is revoked by Executive or otherwise does not become effective and irrevocable in accordance with its terms, ...then Executive will not be entitled to any payment or benefit under Section 3 of this Agreement. View More
Release of Claims. Executive agrees that, as a condition to Executive's right to receive the payments and benefits set forth in Section 3, 2 of this Agreement, within 21 calendar days following the Separation Effective Date (the "Release Period"), Executive shall execute and deliver the Release to the Company. If Executive fails to execute and deliver the Release to the Company during the Release Period, or if the Release is revoked by Executive or otherwise does not become effective and irrevocable in accordance ...with its terms, then Executive will not be entitled to any payment or benefit under Section 3 2 of this Agreement. View More
Release of Claims. Employee, on behalf of Employee and Employee's spouse, personal representatives, administrators, minor children, heirs, assigns, wards, agents, and all other persons claiming by or through Employee, does hereby forever release and discharge Company and its respective officers, directors, shareholders, agents, employees, affiliates, subsidiaries, divisions, predecessors, successors, and assigns (the "Released Parties") from any and all charges, claims, demands, judgments, causes of action, damage...s, expenses, costs, and liabilities of any kind whatsoever. Employee expressly acknowledges that the claims released by this paragraph include all rights and claims relating to Employee's employment with Company and the termination thereof, including without limitation any claims Employee may have under the Age Discrimination in Employment Act, as amended by the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Worker Adjustment Retraining and Notification (WARN) Act, Ohio Revised Code Chapter 4112, Family and Medical Leave Act and any other federal, state, or local laws or regulations governing employment relationships. This release specifically and without limitation includes a release and waiver of any claims for employment discrimination, wrongful discharge, breach of contract, or promissory estoppel, and extends to all claims of every nature and kind, whether known or unknown, suspected or unsuspected, presently existing or resulting from or attributable to any act or omission of the Released Parties occurring prior to the execution of this Agreement. The release contained herein does not apply to any claim or to rights or claims first arising after the Effective Date of this Agreement, nor does it apply to any claims for unemployment compensation, workers compensation benefits, or vested benefits under ERISA.View More
Release of Claims. Employee, on behalf of Employee and Employee's spouse, personal representatives, administrators, minor children, heirs, assigns, wards, agents, and all other persons claiming by or through Employee, does hereby forever release and discharge 4 Company and its respective officers, directors, shareholders, agents, employees, affiliates, subsidiaries, divisions, predecessors, successors, and assigns (the "Released Parties") from any and all charges, claims, demands, judgments, causes of action, dama...ges, expenses, costs, and liabilities of any kind whatsoever. Employee expressly acknowledges that the claims released by this paragraph include all rights and claims relating to Employee's employment with Company and the termination thereof, including without limitation any claims Employee may have under the Age Discrimination in Employment Act, as amended by the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Worker Adjustment Retraining and Notification (WARN) Act, Ohio Revised Code Chapter 4112, Family and Medical Leave Act and any other federal, state, or local laws or regulations governing employment relationships. This release specifically and without limitation includes a release and waiver of any claims for employment discrimination, wrongful discharge, breach of contract, or promissory estoppel, and extends to all claims of every nature and kind, whether known or unknown, suspected or unsuspected, presently existing or resulting from or attributable to any act or omission of the Released Parties occurring prior to the execution of this Agreement. The release contained herein does not apply to to: (i) any claim or to rights or claims first arising after the Effective Date of this Agreement, nor does it apply to (ii) any claims for unemployment compensation, workers compensation benefits, or vested benefits or benefits otherwise due under ERISA. ERISA, (iii) any rights to defense and indemnification and under directors and officers insurance with respect to his service as an employee or officer of the Company, (iv) claims that are not otherwise waivable under applicable state law; and (v) rights to amounts payable under this Agreement. View More
Release of Claims. Effective as of the Closing Date, each Party (the "Releasing Party"), for itself and its Affiliates (as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the "Releasing Entities") hereby ...irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates (whether an Affiliate as of the Closing Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the "Released Parties"), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Releasing Entity may have now or may have in the future, against any of the Released Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the "Released Claims"). The Releasing Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Releasing Party, which has the respective sole authority to release them. The Releasing Party, on its own behalf and on behalf of its other Releasing Entities, agrees that it and its other Releasing Entities shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim, which is released and discharged herein. For purposes herein, (i) "Affiliate" means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) "Control" means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) "Person" means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.View More
Release of Claims. Effective as of the Closing Date, each Party (the "Releasing Party"), Holder, for itself and its Affiliates (as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the "Releasing Entities")... "Holder Parties") hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party CMGR and each of its Affiliates (whether an Affiliate as of the Closing Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the "Released "CMGR Parties"), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Releasing Entity Holder Party may have now or may have in the future, against any of the Released CMGR Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the "Released "Holder Released Claims"). The Releasing Party Holder represents and warrants that no Holder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Holder Released Claims released herein are owned by the Releasing Party, Holder, which has the respective sole authority to release them. The Releasing Party, Holder, on its own behalf and on behalf of its the other Releasing Entities, Holder Parties, agrees that it and its other Releasing Entities the Holder Parties shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Holder Released Claim, which is released and discharged herein. For purposes herein, (i) "Affiliate" means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) "Control" means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) "Person" means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. View More
Release of Claims. The obligations of the Company under this Agreement shall constitute the only obligations of the Company arising from a Good Reason Termination by Executive pursuant to Section 4 hereof. Additionally, upon any such termination, except for Executive's rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Execut...ive by reason of or arising out of his/her employment with the Company or the Subsidiary or the termination thereof. Executive further agrees that, except for his/her rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 hereof, all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of their affiliates , or any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the "Company Related Parties"), shall be forever released by Executive as a condition precedent to Executive's rights to receive and the obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 5 hereof, irrespective of whether or not such demands, claims, causes of action or rights arise or have arisen under (i) this Agreement, the Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the Company or any of the Company Related Parties, or (ii) any employee or executive benefit plans or programs, including any stock incentive or stock based compensation plans, or (iii) any federal, state or local statutes or government regulations, or otherwise, and whether or not such demands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. Executive further covenants and agrees that such condition precedent shall not be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company.View More
Release of Claims. The obligations of the Company under this Agreement shall constitute the only obligations of the Company arising from a Good Reason Termination by Executive pursuant to Section 4 hereof. Qualifying Termination. Additionally, upon any such termination, Qualifying Termination, except for Executive's rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 4 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or li...ability of any kind or nature whatsoever to Executive by reason of or arising out of his/her employment with the Company or the Subsidiary or the termination thereof. Executive further agrees that, except for his/her rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 4 hereof, all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of their affiliates , affiliates, or any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the "Company Related Parties"), shall be forever released by Executive as a condition precedent to Executive's rights to receive and the obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 5 4 hereof, irrespective of whether or not such demands, claims, causes of action or rights arise or have arisen under (i) this Agreement, the Employment Agreement, Agreement or any other contract, agreement or understanding, written or oral, between Executive and the Company or any of the Company Related Parties, or (ii) any employee or executive benefit plans or programs, including any stock incentive or stock based compensation plans, or (iii) any federal, state or local statutes or government regulations, or otherwise, and whether or not such demands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. Executive further covenants and agrees that such condition precedent shall not be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company. Company and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination. View More
Release of Claims. (a) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each of the Lenders, their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (t...he Administrative Agent, the Collateral Agent, the Lenders and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of setoff, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any of the Loan Parties or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, in each case in connection with the Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. (b) Each of the Loan Parties understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.View More
Release of Claims. (a) Each of the Loan Parties, Obligors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each of the Lenders, Noteholders, their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and o...ther representatives (the Administrative Agent, the Collateral Agent, the Lenders Noteholders and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of setoff, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any of the Loan Parties Obligors or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, Agreement, in each case in connection with the Credit Note Purchase Agreement or any of the other Loan Financing Documents or transactions thereunder or related thereto. (b) Each of the Loan Parties Obligors understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. View More
