Release Contract Clauses (2,789)

Release. In consideration for, and as a condition to, his receipt of the benefits provided herein and in the Severance Agreement: (a) To the fullest extent permitted by law, Harper hereby irrevocably and unconditionally releases, discharges and covenants not to sue Endocyte and its Representatives (as defined below) from and with respect to all claims, actions, costs and expenses, known or unknown, that Harper has or may have as of the Effective Date, except for (i) his rights under this Agreement, (ii) ...his rights under the award agreements and plans governing his stock options and restricted stock units, (iii) his rights to indemnification under Endocyte's Certificate of Incorporation and By-Laws and to coverage under Endocyte's D&O insurance policies, and (iv) his rights as a stockholder (collectively, the "Preserved Rights"). Nothing in this Agreement shall constitute or be construed as a waiver of future claims or a waiver of Harper's right to file a charge with the U.S. Equal Employment Opportunity Commission or its state or local counterparts or to participate in an investigation of any such charge. However, Harper does release to the fullest extent permitted by law his right to file a court action and to seek or to accept individual remedies or damages in any action filed on his behalf, and this release shall apply with full force and effect to any proceeding arising from or relating to such recourse including, but not limited to, the right to monetary damages or other individual legal or equitable relief. (b) For the avoidance of doubt, this release shall be construed as broadly as lawfully possible and is intended, to the fullest extent permitted by law, to include all claims that Harper may have against Endocyte and any of its Representatives as of the Effective Date other than the Preserved Rights, including those arising (i) from his service as an employee, officer and director of Endocyte (or from the termination of such service), (ii) under any federal, state or local law (including anti-discrimination laws such as the Age Discrimination in Employment Act), (iii) under any contract or agreement between Harper and Endocyte, including the Severance Agreement, and (iv) under any legal theory, including contract, tort or common law. (c) The "Representatives" of Endocyte to which the foregoing release extends include all of its officers, directors, employees, agents, representatives, stockholders, benefit plans and programs (except with respect to any vested retirement benefits), trusts, trustees, administrators, fiduciaries, insurers, attorneys and assigns, and all persons acting by, through, under, or in concert with any of the foregoing entities or individuals. (d) Harper represents and warrants that he has not commenced an action of any kind in any forum against Endocyte or any of its Representatives. 3 Harper's Initials ______ (e) Endocyte hereby irrevocably and unconditionally releases, discharges and covenants not to sue Harper, his estate and his heirs from and with respect to all claims, actions, costs and expenses, known or unknown, that Endocyte has or may have as of the Effective Date; provided, however, that the foregoing release does not extend to (i) Endocyte's rights and Harper's obligations under this Agreement, the Severance Agreement and the Surviving Covenants as defined in Section 8(b) below, or (ii) any claims that cannot by law be released through this Agreement. (f) This Agreement does not constitute an admission by either Party that such Party has violated any law or committed any wrongful act, and each Party specifically denies having done so. This Agreement may not be introduced into evidence or relied upon in legal proceedings except proceedings regarding breach of the terms of this Agreement or in defending legal claims. View More

Release. Upon full performance by Tenant of all of the terms of this Agreement, Landlord shall release Tenant from all claims for Base Rent owed under the Lease; provided, however, Landlord expressly preserves and is not releasing claims against Tenant relating to obligations of Tenant which expressly survive the expiration or earlier termination of the Lease. Tenant agrees that the Indemnitees shall be released and discharged from any and all of the Claims relating to or arising from (a) Tenant's use of... the Premises, including, but not limited to, Tenant's active or passive negligence or willful misconduct in connection with its use of the Premises, (b) the Premises and all areas adjacent thereto, (c) Landlord's ownership, use or operation of the Premises during the Original Term as same relates to Tenant, and (d) the Lease. Tenant hereby waives and agrees not to commence any action, cause of action or suits in law or equity, of whatever kind or nature, including but not limited to, a private right of action under the federal superfund laws, 42 U.S.C. Section 9601 et seq., as amended and California Health and Safety Code Sections 25300 et seq., as amended, directly or indirectly, against the Indemnitees or their agents in connection with the costs or liabilities described above and expressly waives the provisions of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR and all similar provisions or rules of law. Tenant elects to and does assume all risk for such Claims heretofore and hereafter arising, whether now known or unknown by Tenant. The aforementioned release shall not include any Claims arising out of the entry into or performance of this Agreement. View More

Release. a. Upon effectuation of the matters set forth in Section 1 above, the return of the MYDX shares to treasury as set forth in Section 5 below, and the return of the Backend Note, the Convertible Note and the Prior Note each marked as "Paid in Full", MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and at...torneys (the "MYDX Releasors") hereby release Phoenix and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively the "Released Phoenix Parties"), from and against any and all actions, suits, judgments, claims, proofs of claim, demands, damages, attorneys' fees, causes of action, debts, liabilities, or controversies of any kind whatsoever, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that MYDX now has or may have had, or thereafter claims to have on behalf of itself, or any other person or entity, from the beginning of the world up through and including the date of this Agreement, including but not limited to the Backend Note, the Conversion Note or Prior Note. 3 b. Upon effectuation of the matters set forth in Section 1 above and the return of the MYDX shares to treasury as set forth in Section 5 below, Phoenix and its predecessors, successor, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (the "Phoenix Releasors") hereby release MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively the "Released MYDX Parties"), from and against any and all actions, suits, judgments, claims, proofs of claim, demands, damages, attorneys' fees, causes of action, debts, liabilities or controversies of any kind whatsoever, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration tribunal or administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that Phoenix now has or may have had, or thereafter claims to have on behalf of itself, or any other person or entity, from the beginning of the world up through and including the date of this Agreement, including but not limited to the Backend Note, the Conversion Note or Prior Note. Nothing contained in this release shall prevent the Parties from asserting or pursuing any claim to enforce the terms of this Agreement. 4 5. Return of Reserve Shares to MYDX Treasury. All shares of MYDX that are held by the transfer agent shall immediately be returned by the transfer agent to treasury and Phoenix will instruct the transfer agent of its consent to same. View More

Release. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 12.06 of the Indenture. -1- 5. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.01 of the Indenture.

Release. In order to be eligible to receive any benefits under Section 3, the Employee (or the Employee's estate, as applicable) must (i) execute and return a general waiver and release a form provided by the Company and reasonably acceptable to the Employee, of all employment related obligations of and claims and causes of action against the Company (a "Release"), to the Company within the applicable time period set forth therein and (ii) not revoke the Release within the revocation period (if any) set ...forth therein; provided, however, that in no event may the applicable time period or revocation period extend beyond sixty (60) days following the Employee's date of termination. View More

Release. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any severance benefits to a Participant under Section 4(b) hereof unless: (a) the Participant or the Participant's legal representative first executes within fifty (50) calendar days after the Date of Termination (or such earlier date as may be required by the Company) a release of claims agreement in the form attached hereto as Exhibit C, with such changes as the Company may determine to be ...required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable law (the "Release"), (b) the Participant does not revoke the Release, and (c) the Release becomes effective and irrevocable in accordance with its terms. View More

Release. Upon payment in full of the Indebtedness, Lender shall cause the release of this Security Instrument and Borrower shall pay Lender's costs incurred in connection with such release.

Release. (a) In consideration of and subject to the terms and conditions set out in this Agreement, the Executive, on behalf of himself and his heirs, representatives, executors, assigns and similar related persons, agree to release and discharge unconditionally the Company (including any subsidiaries, affiliates and related entities, and all respective officers, directors, employees, benefit plan administrators and trustees, agents, attorneys, accountants, insurers, representatives, affiliates, successo...rs and assigns, collectively, the "Releasees"), from any and all claims, actions, causes of action, demands, obligations, expenses, agreements, lawsuits, liabilities or damages of any kind (including attorneys fees and costs actually incurred) arising from the Executive's employment with the Company and his separation from that employment or otherwise, whether known or unknown to the Executive, which the Executive ever had or now have upon or by reason of any matter, cause or thing, up to and including the day on which the Executive signs this Agreement (collectively, the "Claims"), and the Executive agrees that this Agreement constitutes a full, complete and knowing waiver of all such Claims. (b) The Claims the Executive is waiving include, but are not limited to, Claims based on Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and any common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of your employment and the cessation thereof. This Agreement is not intended to affect: the Executive's rights under this Agreement; claims that cannot be waived as a matter of law; or the Executive's rights, if any, to post-termination benefits to which you may be entitled under Company benefit plans and in accordance with their terms. (c) The Executive understands and agrees that the Company's obligations set forth in this Agreement, which the Executive is not otherwise entitled to, are in lieu of any and all other amounts to which the Executive might be, is now, or may become entitled to receive from the Company or any Releasee upon any Claim. Without limiting the generality of the foregoing, the Executive understands and acknowledges that this release of claims includes, but is not limited to, his waiver of all Claims that he may have or assert to compensation, employment or reinstatement to employment, salary, wages, back pay, front pay, interest, bonuses, contributions to or vesting in any employee benefit plans, profit sharing and/or equity generally, damages, accrued sick leave, medical benefits, overtime, attorneys' fees or costs, and benefits of any kind or any nature arising or derivative from his employment with the Company, his separation from employment with the Company, or otherwise, including but not limited to those arising in tort, contract or any statute, except for those expressly provided for in this Agreement and except for post-employment rights, if any, that he may be entitled to under any of the Company benefit plans and in accordance with their terms. (d) Notwithstanding anything to the contrary contained in this Agreement, nothing herein is intended to release or waive the Executive s rights: (i) under COBRA, (ii) to unemployment insurance benefits (it being understood that the Company shall not contest the Executive's application for unemployment insurance benefits), (iii) to any accrued and vested pension benefits, or (iv) to commence an action to enforce the terms of this Agreement. View More

Release. Borrower hereby releases and/or forever discharges Lender, including its members, managers, employees, agents, attorneys, officers, directors, representatives and affiliates, (collectively "Lender Parties") from any and all claims, demands, actions, causes of action, liabilities, losses or costs, whether known or unknown, which they have, may have, claim to have or allege to have against Lender Parties as of the date this Note is executed, which relate to this Note or the terms of this Note, or ...any instrument executed prior to the date this Note is executed, including the Loan Documents, and/or any other actions taken or not taken by the Lender Parties in connection with the Obligations prior to the date this Note is executed. View More

Release. (a) Tressler, for himself and his representatives, agents, successors and assigns, hereby releases and forever discharges the Company and its affiliates, their past, present and future parents, successors, affiliates, subsidiaries and assigns, and their respective officers, directors, trustees, principals, partners, employees, shareholders, owners, agents, attorneys, accountants, advisors, managers, representatives, consultants and assigns, from any and all potential claims, demands, damages, ri...ghts, duties, debts, obligations, liabilities, actions or petitions of any nature or kind, whether known or unknown, foreseen or unforeseen, contingent or actual, liquidated or unliquidated, which relate to Tressler's employment and its termination. The foregoing release of claims includes, but is not limited to, the following: (a) any and all claims of age discrimination under the ADEA (including, but not limited to, the Older Workers Benefit Protection Act), (b) any and all claims under any state statutory or decisional law pertaining to termination of employment, wrongful discharge, wage and hour, discrimination, retaliation, infliction of emotional distress, breach of contract, breach of public policy, misrepresentation or defamation, (c) any and all claims under the Indiana Civil Rights Act, the Indiana Wage Payment Statute, the Indiana Wage Claims Statute, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Federal Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Americans With Disabilities Act and any other federal, state or local statute, law, rule, regulation, ordinance, common law or other legal requirement, (d) any and all claims that Tressler has or may have relating to his employment by the Company and any and all matters, transactions and things occurring prior to the Effective Date, and (e) any and all other tort or contract claims and other theories of recovery (collectively, the "Releases"). The foregoing Releases by Tressler do not apply to Tressler's right to enforce this Agreement against the Company. The parties expressly understand and agree that the Releases contained in this Agreement are to be construed as broadly as all applicable laws allow. Tressler has been advised by the Company that this Agreement does not prohibit Tressler from filing an administrative charge against the Company with the United States Equal Employment Opportunity Commission ("EEOC") relating to his employment with the Company; provided, however, Tressler waives and releases, to the fullest extent permitted by law, any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other administrative agency or other person bring a complaint, charge or legal action on Tressler's behalf against the Company based on any acts, events or omissions occurring on or before the date Tressler signs this Agreement, 3 Tressler hereby waives any rights to, and will not accept, any remedy whatsoever obtained through the efforts of such agency or person. (b) The Company, for itself and its affiliates, their past, present and further parents, successors, affiliates, subsidiaries and assigns, and their respective officers, directors, trustees, principals, partners, employees, shareholders, owners, agents, attorneys, accountants, advisors, managers, representatives, consultants and assigns, hereby releases and forever discharges Tressler and his representatives, agents, successors and assigns, from any and all potential claims, demands, damages, rights, duties, debts, obligations, liabilities, actions or petitions of any nature or kind, whether known or unknown, foreseen or unforeseen, contingent or actual, liquidated or unliquidated, which relate to Tressler's employment and its termination. View More