Release Contract Clauses (9,022)

Release. The severance compensation and benefits to be provided under Section 5 which exceed the Participant's minimum entitlements under applicable employment standards legislation, if applicable, shall be provided only if the Participant timely executes and does not timely revoke a waiver and release of all claims arising out of the Participant's employment with the Company or any of its Affiliates to the extent permitted by applicable law, in a form that is reasonably acceptable to the General... Counsel, which becomes effective and irrevocable no later than sixty (60) days following the date of the Participant's Qualifying Termination. If the Release does not become effective and irrevocable by sixty (60) days following the date of the Participant's Qualifying Termination, the Participant will not be entitled to any payment or benefit under the Plan. View More

Release. In consideration of the foregoing and upon fulfillment of the conditions of this Agreement, Griffith hereby releases and discharges the Company, the Company's officers, directors, principals, control persons, past and present employees, agents, insurers, successors, and assigns ("Company Parties") from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,... damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, Griffith ever had, now has or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, in connection with the Owed Amount, from the beginning of the world to the day of the date of this Release. Notwithstanding anything in this paragraph, Griffith does not waive any rights that he derives from this Agreement or any other agreement that he may have with the Company or any Company Parties. Griffith hereby confirms that, upon receipt of the items set forth in Section 2 hereof, the Company shall have no obligation to pay any other fees, expenses, accrued but unpaid interest or dividends or any other payment or reimbursements that comprise the Owed Amount, except for payments and rights set forth in the COD as modified in Section 2(b) hereof. Griffith hereby agrees to release any security interest that he may have against the Company's assets. Griffith represents and warrants that no other person or entity has any interest in the Owed Amount and that he has not pledged, and that it has not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion of the Owed Amount. View More

Release. During Executive's employment and after Executive's employment with the Company terminates, Executive consents to the Company's use of Executive's image, likeness, voice or other characteristics in the Company's products or services. Executive releases the Company from any causes of action that Executive has or may have arising out of the use, distribution, adaptation, reproduction, broadcast or exhibition of such characteristics.12. Injunctive Relief. Executive agrees that, if Executive... breaches Section 8 of this Agreement, (a) the Company would suffer irreparable harm; (b) damages would be difficult to determine, and money damages alone would be an inadequate remedy for the injuries suffered by the Company; and (c) if the Company seeks injunctive relief to enforce this Agreement, Executive hereby waives and will not (i) assert any defense that the Company has an adequate remedy at law with respect to the breach; (ii) require that the Company submit proof of the economic value of any Trade Secret or Confidential Information; or (iii) require the Company to post a bond or any other security. Nothing contained in this Agreement shall limit the Company's right to any other remedies at law or in equity. View More

Release. Effective as of the Termination Date, each of the Parties hereto, on its own behalf and on behalf of its principals, agents, Affiliates, successors, assigns, heirs, representatives, and attorneys, hereby irrevocably, fully and unconditionally releases and forever discharges the other Party and each of its past or present directors, officers, employees, attorneys, principals, agents, Affiliates, successors, assigns, heirs, representatives, and insurers, from and against any and all present and... future claims, counterclaims, demands, actions, suits, causes of action, damages, controversies and liabilities, including, without limitation, any costs, expenses, bills, penalties or attorneys' fees, whether known or unknown, contingent or absolute, foreseen or unforeseen, and whether in law, equity or otherwise, that could have been asserted in any court or forum and relating in any way to any conduct, occurrence, activity, expenditure, promise or negotiation arising from or relating to the Share Exchange Agreement, including the performance thereof and further payment obligations of any kind in connection therewith. View More

Release. The Employee, and on behalf of the Employee's heirs, executors, administrators, personal representatives, successors, assigns, agents, servants, and attorneys (the "Releasing Parties") releases and forever discharges, to the greatest extent permitted by law, the Employer, and any associated entities or persons including parent companies, subsidiaries, affiliates, successors, assigns, agents, management companies, servants, representatives, shareholders, lenders, members, directors, officers,... staff members, and employees (the "Released Parties") from any and all claims, causes of action, liabilities, covenants, agreements, obligations, damages, and/or demands of every nature, character, and description, without limitation in law, equity, or otherwise, which the Employee had, has, or may have (except to the extent provided for in this Section 7), whether known or unknown, including, but not limited to, related to the Employee's employment with the Employer, Employee's separation of employment with the Employer, Employee's service as the Executive Vice President and Chief Financial Officer of Parent, any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Equal Pay Act , the Family and Medical Leave Act, the Employee Retirement Income Security Act (except to the extent of any vested entitlement), the Genetic Information Nondiscrimination Act, the Americans with Disabilities Act, The Worker Adjustment Retraining and Notification Act, or other federal, state or local laws and regulations, and any claim for wrongful discharge, breach of contract, retaliation, infliction of emotional distress, or any other right or claim arising from or relating in any way to the Employee's employment with the Employer and/or the or cessation of that employment (collectively, the "Claims"), including all attorneys' fees, costs, and expenses in connection with the Claims but excluding Claims under the FLSA (as defined below). The Employee also agrees to waive any rights under any progressive discipline, grievance, or open door policies. The Employee warrants that the Employee knows of no facts that would serve as the basis for any of the Claims or legal violations. Regardless, the Employee does not waive any rights or claims under the ADEA that may arise after the date the Agreement is effective. The Employee agrees the effect of Section 7 is to waive and release any and all claims, causes of action, liabilities, covenants, agreements, obligations, damages and/or demands of every nature, character, and description, without limitation in law, equity, or otherwise, which the Employee had, has, or hereafter may have, known or unknown, against any of the Released Parties for any liability, whether vicarious, derivative, direct, or indirect; including, but not limited to, any claims for damages (actual or punitive), back wages, future wages, commission payments, bonuses (target or other bonuses), reinstatement, accrued vacation leave benefits, stock options (except for any vested entitlement), past and future employee benefits (except for any vested entitlement) including contributions to the Employer's employee benefit plans, compensatory damages, penalties, equitable relief, attorneys' fees, costs of court, interest, and any and all other loss, expense, or damage of any kind related in any way to the Employee's employment or separation. The Employee: (1) acknowledges having received all wages (including unpaid time and overtime) due under the Fair Labor Standards Act (together with any similar state or local laws referred to as the "FLSA"); and (2) does not claim that the Employer has violated or denied any of the Employee's rights under the FLSA. The Employee and the Releasing Parties release and forever discharge, to the maximum extent permitted by law, the Employer and the other Released Parties from any FLSA claim(s), including attorneys' fees, costs, liquidated damages and expenses incurred by the Releasing Parties in connection with such claim. If legally required, the Employee also agrees to enter into any waiver, settlement or other agreement related to the FLSA claim(s). View More

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... attorneys (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