Company Release of Claims. The Company, on behalf of its respective officers, directors, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, agents, and assigns hereby fully and forever releases Employee and his respective heirs, family members, executors, agents, and assigns from, and agrees not to xxx concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that it may possess arising from any omissions, acts or facts that have occurred up until and including the Termination Date.
Company Release of Claims. Subject to and effective upon payment to the TRA Party of the Settlement Payment, the Company generally, irrevocably, unconditionally and completely releases and forever discharges the TRA Party and its former, current and future direct or indirect equityholders, controlling persons, shareholders, members, general or limited partners, subsidiaries, affiliates, officers, directors, managers, trustees, employees, counsel, accountants, agents, financial advisers, consultants, insurers, heirs, administrators and executors of any of the foregoing, and its and their respective successors and assigns (collectively, “TRA Released Parties”), from any and all Claims that Company has had in the past, now has or might have, whether known or unknown, arising out of or relating to the TRA. The Company hereby agrees that the Company shall not and shall cause any controlled affiliates not to initiate or file any lawsuit of any kind whatsoever or any complaint or charge against the TRA Party or any of the other TRA Released Parties with respect to the matters released and discharged hereby.
Company Release of Claims. The Company, on its behalf and on behalf of the Company Entities, waives (to the extent permitted by applicable law) all claims that any Company Entity may have against Departing Executive, and releases the Departing Executive from any claim that any Company Entity may have against Departing Executive, provided, however, this waiver and release in this Section 6 does not include any claims that any Company Entity may have against Executive (i) arising out of or relating to Departing Executive’s fraud, embezzlement, theft, or criminal conduct, which has a material adverse effect on any Company Entity, (ii) relating to the enforcement of this Separation Agreement, or (iii) arising after the Effective Date.
Company Release of Claims. The Company hereby releases Employee from any and all liabilities, claims and causes of action arising, or which may arise in the future, from or in connection with his employment with the Company. The Company agrees to indemnify and hold harmless Employee from and against any and all liabilities, claims, costs and expenses, including reasonable attorneys’ fees, in any matter arising out of or in connection with his employment with the Company provided that Employee was acting within the scope and course of his employment with respect to such matter.
Company Release of Claims. In consideration for the obligations of Employee set forth in this Agreement and Employee’s release of claims, the Company, on behalf of itself and the Company’s Released Parties, hereby fully and forever releases Employee and the Employee Releasing Parties of and from any claim, duty, obligation or cause of action relating to Employee’s employment with the Company, whether presently known or unknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the Termination Date. The Company agrees that the release set forth in this Section 2.5 shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred or specified under this Agreement or any continuing obligations arising under the Employment Agreement or the Invention Assignment Agreement. The Company hereby irrevocably covenants to refrain from directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against Employee, based upon any matter purported to be released hereby.
Company Release of Claims. The Company and GoodRx Holdings, Inc., each on behalf of itself, its parent, subsidiaries, and other corporate affiliates (the “Company Releasors” and each a “Company Releasor”) acknowledge that they, and each Company Releasor, have not filed any claims, complaints, or actions of any kind against you with any federal, state, or local court or government or administrative agency and, to the extent any Company Releasor has filed any such claims, complaints, or actions, the applicable Company Releasor agrees to immediately dismiss and terminate them with prejudice. In exchange for the Employee’s waiver and release of claims against the Company Group, each of the Company Releasors and each of their agents and representatives hereby release, acquit, and forever discharge you and Round 2 Ventures, LLC, and your and its respective officers, directors, owners, agents, servants, employees, attorneys, stockholders, members, successors, assigns, and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities (except as provided herein), and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts, or conduct at any time prior to and including the Effective Date (as defined below), including but not limited to all such claims and demands directly or indirectly arising out of or in any way connected with your conduct while an employee of or independent contractor for the Company or GoodRx Holdings, Inc. (other than the Company Group’s rights under this Agreement and the other agreements that survive this release pursuant to the terms of this Agreement). Excluded from this release of claims are any claims that by law cannot be waived in a private agreement between an employer and employee. Moreover, this Agreement does not prohibit the Company Group from complying with any applicable law, regulation, or order, provided such compliance does not exceed that required by the law, regulation, or order.
Company Release of Claims. In consideration of the terms hereof, the Company and its subsidiaries and affiliates and their respective past and present officers, directors, shareholders, employees and agents, hereby agree to and do release and forever discharge the Executive, from any and all actions, damages, losses, costs and claims of any and every kind and nature whatsoever, at law or in equity, whether absolute or contingent, which the Company had, now has or may have arising out of, in connection with, or relating to the Executive having been an employee or officer of the Company or any of its subsidiaries or affiliates, provided, however, that the foregoing shall not release or discharge Executive from any and all actions, damages, losses, costs and claims arising out of acts of fraud committed by Executive. The Company hereby affirms that it currently has no actual knowledge that Executive has prior hereto committed an act of fraud. This release does not include the Company’s right to enforce the terms of this Agreement.
Company Release of Claims. The Company, on behalf of itself and all of the Released Parties, hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Mx. Xxxxxxxxxxx from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, contracts, agreements, promises, damages, liabilities and expenses of any kind or nature, known or unknown, which the Company or any of the Released Parties ever had or have against him arising out of his employment with or separation from the Company. Nothing herein shall be deemed to waive or release claims by the Company or any of the Released Parties for any acts of dishonesty, disloyalty, bad faith, moral turpitude, fraud, misappropriation, embezzlement or any knowing or willful violation of any applicable law, rule or regulation.
Company Release of Claims. The Company, on behalf of itself and all of its current and former officers, directors, employees, agents, investors, attorneys, shareholders, founders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns, hereby and forever releases Executive and his respective heirs, family members, executors, agents, and assigns (“Executive Releasees”), from, and agrees not to sue concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess against any of the Executive Releasees arising from any omissions, acts or facts or damages that have occurred up until and including the Effective Date of this Agreement including, without limitation (i) any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship, (ii) any and all claims relating to or arising from Executive’s right to vest in or purchase RSUs or other equities of the Company; and (iii) any and all claims for attorneys’ fees and costs. Notwithstanding the foregoing, the Company does not intend to waive, and does not waive, any claims against Executive arising as a result of Executive’s employment-related conduct that results in federal or state criminal liability. The Company agrees that the release set forth in this Section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement.
Company Release of Claims. In consideration for the Executive’s release and waiver of claims herein and other good and valuable consideration and subject to the Executive’s satisfaction of the Preconditions, TopCo, ADT and the Company, on behalf of themselves and the Released Parties, hereby irrevocably, unconditionally, and fully release the Executive and his heirs, agents, executors, successors, assigns and administrators, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that TopCo, ADT, the Company or any Released Party at any time had or claimed to have or that TopCo, ADT, the Company or any Released Party may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment Doc#: US1:12267307v11 Exhibit 10.11 or termination of employment with any member of the Company Group. Notwithstanding the foregoing, TopCo, ADT, the Company and the Released Parties do not release or waive (i) any right or claim that arises against the Executive after the date of this Agreement, (ii) any claim against the Executive based on his intentional misconduct, fraud, criminal acts or gross neglect, or
