Executive’s Release and Waiver of Claims. In consideration for the promises contained herein, and except with respect to the Company’s obligations hereunder, and subject to Section 7 of this Agreement (Protected Activity), Executive hereby releases and forever discharges the Company from any and all charges, complaints, liabilities, claims, promises, agreements, controversies, damages, causes of action, suits or expenses of any kind or nature whatsoever, known or unknown, foreseen or unforeseen from the beginning of time through the date upon which Executive executes this Agreement (collectively, “Claims”). The scope of this release includes, but is not limited to, claims arising in any way from Executive’s employment with the Company, Executive’s service as an officer and/or director of the Company, or Executive’s agreement to resign Executive’s employment as provided in section 1, above; any and all alleged discrimination or acts of discrimination which occurred or may have occurred on or before the date upon which Executive executes this Agreement based upon race, color, sex, creed, national origin, age, disability or any other violation of any equal employment opportunity law, ordinance, rule, regulation or order (including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Americans with Disabilities Act; the Family and Medical Leave Act (“FMLA”); applicable federal and state securities laws; claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); or any other federal, state or local laws or regulations regarding employment discrimination or termination of employment; and any claims for breach of contract, wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law. Excluded from this Agreement are any claims which cannot be waived by law. Executive is waiving any right to recover any individual relief from the Company (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, lawsuit or other proceeding brought by Executive or on Executive's behalf against the Company pertaining to events occurring prior to execution of this Agreement.
Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
Executive’s Representations. Executive hereby represents and warrants to the Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; # Executive is not subject to or bound by any employment or severance agreement with, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that shall prevent, restrict, or otherwise interfere with Executive’s employment with the Company or the performance of Executive’s duties hereunder; and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with the terms of this Agreement. Executive agrees to indemnify, defend and hold harmless the Company and its respective employees, officers, directors, managers, partners, stockholders, members, successors, and assigns from and against and be liable for all damages sustained or incurred by any such Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of Executive’s representations and warranties under this Section 8.
Executive’s Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and preparation of this Letter Agreement and associated estate planning services, but in no event shall such payment exceed the sum of Three Thousand dollars ($3,000).
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure 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 12.8(b)(vii)])) or # the determination by Administrative Agent and L/C Issuer that there exists excess Cash Collateral;
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. 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 # the Domestic Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, # that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 9.03) and # the Person providing Cash Collateral and the applicable L/C Issuer or applicable Swing Line 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. Notwithstanding any provision herein [[Organization A:Organization]] contrary, the Company may require that, prior to payment of any amount or provision of any benefit under Section 9 of this Agreement (other than due to Employee's death), Employee shall have executed a complete release of the Company and its respective affiliates and related parties in such form as is reasonably required by the Company and any waiting periods contained in such release shall have expired; provided, however, that such release shall not apply to Employee’s rights under the benefit plans and programs of the Company, which rights shall be determined in accordance with the terms of such plans and programs. With respect to any release required to receive payments, distributions or other benefits owed pursuant to Section 9 of this Agreement, the Company must provide Employee with the form of release no later than seven (7) days after the Date of Termination and the release must be signed by Employee and returned [[Organization A:Organization]] unchanged, effective and irrevocable, no later than thirty (30) days after the Date of Termination.
Release. Each Loan Party hereby acknowledges and agrees that: # neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and # the Agents and the 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 Agents and the wish (and the Loan Parties agree) 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, each Loan Party (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 Agents and the , 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 No. 5 Effective Date directly arising out of, connected with or related to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any 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. Each 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. This Release of Claims (the Release) is entered into by you as a condition precedent to receiving the severance and severance related benefits provided in the Employment Agreement to which this Exhibit B relates (the Employment Agreement). In exchange for the receipt of the severance and severance related benefits, you for yourself, your heirs and assigns and anyone else acting on your behalf, hereby voluntarily, knowingly and irrevocably and forever discharge the Company, each of its subsidiaries and affiliates, and their respective predecessors and successors, as well as each of their respective present, former, and future officers, directors, shareholders, employees, and agents, in both their individual and representative capacities, and each of their heirs and assigns (the Releasees) from all actions, claims , demands, causes of actions, obligations, damages, liabilities, expenses and controversies of any nature whatsoever, whether known or not now known or suspected , which you had, have or may have against the Releasees from the beginning of time up to and including the date you sign this Release (the Waived Claims). The Waived Claims that you forever and irrevocably give up and release when the Release becomes effective include, but are not limited to, all claims related to # your employment at each of the Company and its subsidiaries or affiliates or the termination of such employment, # statements, acts or omissions by the Releasees, # any express or implied agreement between you and the Releasees, # wrongful discharge, defamation, slander, breach of express or implied contract, negligent and/or intentional misrepresentation or infliction of emotional distress, breach of an implied covenant of good faith and fair dealing, claims of intentional or negligent interference with economic, employment, or contractual rights or promissory estoppel, # any federal, state, or local law or regulation prohibiting discrimination in employment or otherwise regulating employment, including but not limited to, the Age Discrimination in Employment Act of 1967, as amended (ADEA), the Older Worker Benefit Protections Act, the Equal Pay Act of 1963, Title VII of the Civil Rights Acts of 1964, as amended, the Civil Rights Act of 199 1, the Family Medical Leave Act of 1993 (FMLA), the America ns with Disabilities Act of 1990 (ADA), the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as amended, the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 42 U.S.C. Section s 1981 through 1988, the Consolidated Omnibus Reconciliation Act of 1986 (COBRA), the New York State Human Rights Law and the New York City Human Rights Act, the Florida Civil Rights Act, the Florida Whistleblower Protection Act, the Florida Workers Compensation Retaliation provision, the Florida Minimum Wage Act, the Florida Fair Housing Act and Article X, [Section 24] of the Florida Constitution, # any claim for wages, commissions, bonuses, incentive compensation, vacation pay, employee benefits, expenses or allowances of any kind, or any other payment or compensation. You are not waiving any claims with respect to your rights to enforce Sections 5, 6 and 7 of the Employment Agreement. You are not waiving or releasing any rights or claims that may arise after the date that you sign this Release.
Release. Lender may, at its option, release any Property given to secure the Indebtedness, and no such release shall impair the obligations of Borrower to Lender.
Borrower hereby releases and forever discharges Lender and its parents, subsidiaries and affiliates, past or present, and each of them, as well as their respective directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated, and each of them (collectively, the “Releasees”), from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected or unsuspected by Borrower, and whether concealed or hidden (collectively, “Claims”), which Borrower now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in connection with any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the “Released Matters”).
Release. Borrower and Guarantors by signing the Acknowledgment and Agreement of Guarantors set forth below, each hereby absolutely and unconditionally releases and forever discharges the Agent, Lenders and L/C Issuers, and any and all participants, parent
Release. Notwithstanding any other provision of this Plan and as a condition to becoming entitled to receive Payments, an Officer must timely sign and deliver a Release to the Company, and not subsequently revoke the Release. The Release will not affect any conversion, vested or continuing rights available to an Officer under a plan of the Company other than this Plan.
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