Release. The Borrower for itself and each other Loan Party hereby acknowledges and agrees that: # neither it nor any of its Subsidiaries has any claim or cause of action against the Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing), and # the Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Borrower for itself and each other Loan Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, the Borrower (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge the Agent and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment Effective Date directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other advances or the Collateral. The Borrower for itself and each other Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following # the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender or, as appropriate, its assignee following compliance with [Section 12.2(b)(vi)]) or # the [[Administrative Agent:Organization]]’s good faith determination that there exists excess Cash Collateral; provided, however, # that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 10.5 may be otherwise applied in accordance with Section 10.3), and # the Person providing Cash Collateral and the applicable Issuer or Swing Loan Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
Release. Pennypacker understands and agrees that his acceptance of this Agreement means that, except as stated in paragraph 8, he is forever waiving and giving up any and all claims he may have, whether known or unknown, against [[Organization A:Organization]], its subsidiaries and related companies, their insurers, their officers and directors, their employees and agents for any personal monetary relief for himself, benefits or remedies that are based on any act or failure to act that occurred before he signed this Agreement. Pennypacker understands that this release and waiver of claims includes claims relating to his employment and the termination of his employment; any Company policy, practice, contract or agreement; any tort or personal injury; any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation, including but not limited to under the Pennsylvania Wage Payment & Collection Law; any laws governing employment discrimination or retaliation including, but not limited to, the Age Discrimination in Employment Act (“ADEA”), Older Worker Benefits Protection Act, Title VII of the Civil Rights Act, the Employee Retirement Income Security Act, the National Labor Relations Act (“NLRA”), the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, and any state or local laws, including but not limited to the Pennsylvania Human Relations Act and the Wisconsin Fair Employment Act; any laws or agreements that provide for punitive, exemplary or statutory damages; and any laws or agreements that provide for payment of attorney fees, costs or expenses. PENNYPACKER UNDERSTANDS THAT THIS AGREEMENT RELEASES ALL CLAIMS BASED ON FACTS OR OMISSIONS OCCURRING ON OR BEFORE THE DATE OF THIS AGREEMENT, EVEN IF HE DOES NOT, AT THE TIME HE SIGNS THIS AGREEMENT, HAVE KNOWLEDGE OF THOSE FACTS OR OMISSIONS.
Release. Notwithstanding anything to the contrary set forth in the SPA (including [Section 8.4] thereof) or otherwise, other than [Section 4.3(b)] of the SPA, # each of the Parties, on behalf of itself and each of its Affiliates and each of their respective heirs, executors, administrators, successors and assigns, HEREBY IRREVOCABLY, UNCONDITIONALLY AND COMPLETELY WAIVES AND RELEASES and forever discharges the other Parties and each of their Releasees of and from all debts, demands, Actions, causes of action, suits, accounts, covenants, Contracts, damages, claims, costs, charges, expenses, fees (including attorney’s, financial advisor’s or other fees) and other Liabilities whatsoever of every name and nature, whether in law or in equity or otherwise (and whether fixed or contingent, known or unknown, current, eventual or future, certain or uncertain, liquidated or unliquidated, suspected or unsuspected, asserted or unasserted, matured or unmatured or otherwise), in respect of, arising out of or otherwise related to, directly or indirectly, the SPA, the transactions contemplated by the SPA or the termination of the SPA and # each of the Parties shall not, and shall not permit any of its Affiliates or their respective Representatives to, make any claim or demand or commence any Action asserting any claim or demand against any of the other Parties or their Affiliates’ or any of their respective Releasees with respect to, arising out of or otherwise relating to, directly or indirectly, any Liabilities or other matters released pursuant to this Section 2, including any claim of contribution or any indemnification for or in respect of or otherwise relating to the Termination Fee, Willful Breach or Fraud. Nothing in this Section 2 shall # constitute a waiver, release or discharge by any Party with respect to any claim arising under this Agreement or under the Confidentiality Agreement or # apply to any claim, demand or Action by any Party or their Affiliates’ or any of their respective Releasees to enforce the rights and obligations imposed pursuant to this Agreement or the Confidentiality Agreement.
Release. Except with respect to Surviving Obligations and as otherwise expressly set forth in this Agreement, upon the later to occur of # the Termination Date and # the date on which Tenant vacates the Demised Premises in the condition required under this Agreement and the Lease and satisfies its other obligations under this Agreement, Landlord and Tenant shall fully and forever release the other party, its successors, assigns, affiliates, employees, agents, representatives and contractors, for any and all claims that such releasing party may have in connection with the Lease, including all actions, causes of action, suits, debts, agreements, covenants, obligations, liabilities, losses, damages, claims and demands of whatever nature and whenever arising, known or unknown, at law or in equity, arising out of the Lease or otherwise.
Release. Each Loan Party hereby absolutely and unconditionally releases and forever discharges [[Organization B:Organization]] and the Lenders, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.
Release. Notwithstanding anything herein to the contrary, the Company shall not be obligated
Release. In exchange for receiving the Severance Payment, to the greatest extent permitted by law, Employee freely, knowingly and voluntarily releases and forever discharges Released Parties of and from all manner of actions, suits, claims, damages, liabilities, debts, grievances, arbitrations, charges, claims for attorneys’ fees, interest, expenses and costs, contracts, promises, judgments, awards, orders, executions or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, against Released Parties or any of them, which Employee ever had, now has, or which Employee or Employee’s heirs, assigns, executors or administrators hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever occurring prior to the date Employee executes this Agreement, including, but not limited to claims which were or could have been asserted in any lawsuit; claims arising out of Employee’s employment with the Company and/or separation therefrom, any and all common law claims or causes of action, whether sounding in contract, tort or equity or based upon any public policy; claims under Title VII of the Civil Rights Act of 1964, the federal and California Constitutions, and/or the California Labor, Civil, Business & Professions, and/or Government Code; all other federal, state or local labor or employment/human rights/discrimination laws; and any other federal, state or local statute, rule, regulation or ordinance. Employee further releases the Company and Released Parties from any and all rights he has, had, or could have in the future based on Employee’s June 19, 2012 Employment Agreement with the Company (formally known as MRI Interventions, Inc.) (hereafter the “2012 Employment Agreement”). All such claims, liabilities and causes of action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless of the forum in which they may be brought. Employee also waives any right to become, and promises not to consent to become, a member of any class in any case in which claims are asserted against the Company that are related in any way to Employee’s employment or separation of Employee’s employment with the Company, and that involve events which have occurred as of the date he signs this Agreement. If Employee, without Employee’s knowledge, is made a member of a class in any proceeding, Employee will opt out of the class at the first opportunity afforded to Employee after learning of Employee’s inclusion. In this regard, Employee agrees that Employee will execute, without objection or delay, an “opt-out” form presented to Employee either by the court in which such proceeding is pending or by counsel for the Company. Employee further understands that this release bars Employee from pursuing, litigating, seeking or obtaining any penalties that that may be recoverable (and, to the extent permitted by law, any penalties that any other person or entity may be able to recover on Employee’s behalf) through an individual or representative action under the Labor Code Private Attorneys General Act of 2004 codified at California Labor Code section 2698 et seq. (“PAGA”), and as part of this Agreement releases any PAGA claims as to Released Parties.
Release. As a condition to receiving the Retention Bonus, you hereby agree to release any and all Claims (as defined below) against the Company, its affiliates and their respective directors, officers and employees. “Claims” means claims, charges or complaints for, or related to, any breach of contract, violation of any statute or law, or tortious conduct occurring, or based on events occurring, on or before the date of this Agreement; provided that Claims do not include, and you are not releasing: # any claims that may not be released as a matter of law, # any claims or rights that arise after you sign this Agreement, # any claims or rights with respect to accrued compensation or benefits, # any claims or rights for indemnification, advancement of defense costs or other fees and expenses and related matters, arising as a matter of law or under the organizational documents of the Company or its affiliates or under any applicable insurance policy with respect to your liability as an employee, director, manager or officer of the Company or its affiliates, and # any claims or rights under the directors and officers and other insurance policies of the Company and its affiliates.
Release. Except as provided in Section 8(d), Employee, on behalf of himself/herself and Employee’s spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on Employee’s behalf
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