Common use of By Consultant Clause in Contracts

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

By Consultant. (i) If the Company HUMT breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company HUMT ceases business or, other than in an Initial Merger, or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company HUMT subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Consultancy Fee; or, (iv) If the Company HUMT subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company HUMT to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company HUMT for the reasons set forth in A(i1(i) and (ii) above, the Company HUMT shall only be responsible to pay Consultant for unreimbursed un-reimbursed expenses, Consulting Consultancy Fee earned and Transaction Fee accrued up to and including approved upon the effective date of termination. If this Agreement is terminated by the Company HUMT for any other reason, or by Consultant for reasons set forth in B(i2(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of approved reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired un-expired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments payment or provide any information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Mergera merger arranged by Consultant, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course ofof business, including but not limited to the obligation to pay the Initial Fee, the Transaction feeM&A Fee, or the Consulting Consultant's Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, institutes or has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairsproceeding, files a petition in a court of bankruptcy, or is adjudicated a bankrupt, or makes a general assignment for the benefit of creditors; or, (v) If any of disclosure made by the disclosures made Company, either herein or subsequent hereto by the Company to Consultant are determined to be hereto, is materially false or misleading. In If Consultant terminates this Agreement without relying on one of the event Consultant elects to terminate without cause conditions listed in B(i) through (v) above, or if this Agreement is terminated prior to the expiration of by mutual written agreement before the Primary Term or any Extension Period by mutual written agreementexpires, or by if the Company terminates this Agreement for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting expenses and for any M&A Fee and Transaction and/or Consultant's Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for the reasons set forth in B(i) through (v) above, the Company shall pay Consultant shall be entitled to any outstanding unpaid portion of reimbursable for unreimbursed expenses, Transaction Fee, if anyfor any M&A Fee accrued up to and including the effective date of termination, and for the balance of the Consultant's Fee for the remainder of the unexpired portion term of the applicable term (Primary Term or Extension Period) of the this Agreement.

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Mergera merger arranged by Consultant, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction feeM&A Fee, or the Consulting Consultant Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Consultant Fee and Transaction M&A Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction M&A Fee, if any, and the balance of the Consultant Fee for the remainder of the unexpired portion of the applicable term (Primary Term or Extension PeriodTerm) of the Agreement.

By Consultant. (i1) If the Company breaches any part of this Agreement Agreement, or fails to make any payments or provide information required hereunder; or, (ii2) If the Company ceases business orbusiness, other than in an Initial Merger, or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreementindividual; or, (iii3) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course ofof business, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Director Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankruptbankrupt or makes a general assignment for the benefit of creditors; or,, Professional Fee Agreement - Fxxx X. Lxxx Xxxx 5 May 4, 2001 (v4) If any of the disclosures made herein or subsequent hereto by the Company to Consultant Director are determined by Consultant to be materially false or misleading. . (5) In the event (a) Consultant elects to terminate without cause or cause, (b) this Agreement is terminated prior to the expiration of the Primary Engagement Term or any Extension Period by mutual written agreement, or by (c) the Company terminates for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction the Director Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant Director for reasons set forth in B(iB (i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, accrued Director Fees and the balance of the Director Fee for the remainder of the unexpired portion term of the applicable term (Primary Term or Extension Period) of the this Agreement.

By Consultant. (i) If the Company AMTI breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company AMTI ceases business or, other than in an Initial Merger, or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company AMTI subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Consultancy Fee; or, (iv) If the Company AMTI subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company AMTI to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company AMTI for the reasons set forth in A(i1(i) and (ii) above, the Company AMTI shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Consultancy Fee earned and Transaction Fee accrued up to and including approved upon the effective date of termination. If this Agreement is terminated by the Company AMTI for any other reason, or by Consultant for reasons set forth in B(i2(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of approved reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired un-expired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

By Consultant. (i) If the Company FNEY breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company FNEY ceases business or, other than in an Initial Merger, or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company FNEY subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Consultancy Fee; or, (iv) If the Company FNEY subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company FNEY to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company FNEY for the reasons set forth in A(i1(i) and (ii) above, the Company FNEY shall only be responsible to pay Consultant for unreimbursed un-reimbursed expenses, Consulting Consultancy Fee earned and Transaction Fee accrued up to and including approved upon the effective date of termination. If this Agreement is terminated by the Company FNEY for any other reason, or by Consultant for reasons set forth in B(i2(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of approved reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired un-expired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

By Consultant. (i) If the Company ZKEM breaches this Agreement or Agreement, fails to register the shares as described in Section 7 herein as soon as practicable after the execution hereof, fails to make any payments or provide information required hereunder; or, (ii) If the Company ZKEM ceases business or, other than in an Initial Merger, or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company ZKEM subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Consultancy Fee; or, (iv) If the Company ZKEM subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company ZKEM to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company ZKEM for the reasons set forth in A(i1(i) and (ii) above, the Company ZKEM shall only be responsible to pay Consultant for unreimbursed un-reimbursed expenses, Consulting Consultancy Fee earned and Transaction Fee accrued up to and including approved upon the effective date of termination. If this Agreement is terminated by the Company ZKEM for any other reason, or by Consultant for reasons set forth in B(i2(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of approved reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired un-expired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension PeriodTerm) of the Agreement.

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside In consideration of the scope Additional Payment and other consideration provided for in the Agreement and this Release, that being good and valuable consideration, the receipt, adequacy and sufficiency of this Agreementwhich are acknowledged by Consultant, or sells substantially Consultant, on Consultant’s own behalf and on behalf of Consultant’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges the Company, its parent and all of its assets to another corporationaffiliates, entity subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or individual outside nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the scope Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Consultant’s engagement by the Company or its affiliates pursuant to the Agreement, termination of the Agreement or any circumstances related thereto, or any other matter, cause or thing whatsoever, from the beginning of time and up and including the date of this Release’s execution. This release includes, without limitation, all Claims arising under or relating to Consultant’s engagement as a consultant, termination of the Agreement; or, , any claimed payments, contracts, benefits or bonuses or purported discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including, without limitation, all Claims arising under the Age Discrimination in Employment Act (iii) If the “ADEA”), the Americans with Disabilities Act of 1990 as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, any statute or laws of the State of Texas, or any other federal, state or local whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability Claims under any such laws, Claims for wrongful discharge, breach of express or implied contract or implied covenant of good faith and fair dealing and any other Claims arising under local, state or federal law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Consultant agrees that he will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company subsequent to the execution hereof has a receiver appointed for its business or assetsarising from, concerned with, or otherwise becomes insolvent relating to, in whole or unable to timely satisfy in part, Consultant’s engagement by the Company or its obligations in the ordinary course of, including but not limited affiliates pursuant to the obligation to pay Agreement, termination of the Initial Fee, the Transaction fee, Agreement or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, circumstances related thereto or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by matters discharged and released in this Release. This release shall not apply to any of the Company to Consultant are determined to be materially false or misleading. In Company’s obligations under this Release, the event Consultant elects to terminate without cause or this Agreement is terminated prior Agreement, the Indemnification Agreement, COBRA continuation coverage benefits, any employee benefit plan subject to the expiration Employee Retirement Income Security Act of 1974, as amended, in which Consultant has vested, Consultant’s right to file a charge with the EEOC, any claim for indemnification to which Consultant is entitled under the Indemnification Agreement, the Company’s directors and officers liability insurance or under the Certificate of Incorporation or By-Laws of the Primary Term Company, or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only right which as a matter of law may not be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreementwaived.

By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside In consideration of the scope Additional Payment and other consideration provided for in the Agreement and this Release, that being good and valuable consideration, the receipt, adequacy and sufficiency of this Agreementwhich are acknowledged by Consultant, or sells substantially Consultant, on Consultant’s own behalf and on behalf of Consultant’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges the Company, its parent and all of its assets to another corporationaffiliates, entity subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or individual outside nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the scope Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Consultant’s engagement by the Company or its affiliates pursuant to the Agreement, termination of the Agreement or any circumstances related thereto, or any other matter, cause or thing whatsoever, from the beginning of time and up and including the date of this Release’s execution. This release includes, without limitation, all Claims arising under or relating to Consultant’s engagement as a consultant, termination of the Agreement; or, (iii) If , any claimed payments, contracts, benefits or bonuses or purported discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including without limitation all Claims arising under the Age Discrimination in Employment Act, the Americans with Disabilities Act of 1990 as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, any statute or laws of the State of Texas, or any other federal, state or local whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability Claims under any such laws, Claims for wrongful discharge, breach of express or implied contract or implied covenant of good faith and fair dealing and any other Claims arising under local, state or federal law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Consultant agrees that she will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company subsequent to the execution hereof has a receiver appointed for its business or assetsarising from, concerned with, or otherwise becomes insolvent relating to, in whole or unable to timely satisfy in part, Consultant’s engagement by the Company or its obligations in the ordinary course of, including but not limited affiliates pursuant to the obligation to pay Agreement, termination of the Initial Fee, the Transaction fee, Agreement or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, circumstances related thereto or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein matters discharged and released in this Release. Notwithstanding the preceding sentence or subsequent hereto any other provision of this Release, this release is not intended to interfere with Consultant’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim Consultant believes she may have against the Company or its affiliates. However, by executing this Release, Consultant hereby waives the right to recover in any proceeding she may bring before the EEOC or any state human rights commission or in any proceeding brought by the Company EEOC or any state human rights commission (or any other agency) on Consultant’s behalf. This release shall not apply to Consultant are determined to be materially false or misleading. In any of the event Consultant elects to terminate without cause or Company’s obligations under this Agreement is terminated prior Release, the Agreement, COBRA continuation coverage benefits, any employee benefit plan subject to the expiration Employee Retirement Income Security Act of 1974, as amended, in which Consultant has vested or any claim for indemnification to which Consultant is entitled under the Certificate of Incorporation or By-Laws of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the AgreementCompany.