Common use of Company Release of Claims Clause in Contracts

Company Release of Claims. (a) In consideration of this Release, the Company, on behalf of itself, Holdings, Parent, their subsidiaries and affiliates, affiliated persons, partnerships, successors and assigns (collectively, the “Company Releasors”) hereby irrevocably and unconditionally releases, waives and forever discharges Executive, his spouse, family members, heirs, agents, representatives and advisors (collectively, the “Executive Releasees”) individually and collectively, from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that they have ever had, may now have, or may later assert against the Executive Releasees, whether or not arising out of or related to Executive’s employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Release Effective Date (hereinafter referred to as “Company’s Claims”), including, without limitation, any and all other Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of the Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against Executive which as of the Separation Date, were unknown to the Company’s Chief Legal Officer (or any predecessor) or the board of directors of Holdings, which may arise from or be related to any acts or omissions undertaken by Executive, or undertaken at his express direction, which constitute fraud, theft or embezzlement against the Company, or any act or omission that constitutes a felony under the laws of the United States or any state. This Release does not limit the Company Group’s ability to comply with or release matters related to Section 10D of the Securities Exchange Act of 1934, as amended, Section 304 of the Xxxxxxxx-Xxxxx Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Parent may be traded, and any Company Group policy of general applicability (which would include general applicability to the Board or Company Group officers) adopted with respect to compensation recoupment, to the extent the application of such rules, regulations and/or policies is permissible under applicable local law. The Company, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim against Executive which would fall into any exception to the claims released above or any matter that would be covered by Section 4(d) hereof. The release shall not affect the Company’s right to enforce the terms of this Release. (b) To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against Executive or any of the other Executive Releasees arising out of or related to the Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of the Company’s Claims to any person, corporation or other entity. (c) Execution of this Release by the Company operates as a complete bar and defense against any and all of the Company’s Claims against Executive or any of the other Executive Releasees. If the Company should hereafter make any of the Company’s Claims in any charge, complaint, action, claim or proceeding against Executive or any of the other Executive Releasees, the Release may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding. Further, if any of the individual Company Releasors subsequently institutes legal proceedings against Executive with respect to any of the Company’s Claims, the Company agrees to fully indemnify Executive against and will hold Executive harmless from any and all such claims, costs, damages, demands and expenses (including, without limitation, attorneys’ fees), judgements, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to the Company’s Claims. (d) Notwithstanding the foregoing or anything in this Release to the contrary, and subject to the Company Group’s policies and by-laws of each of the Company, Holdings and Parent on indemnification, Executive agrees to defend and indemnify the Company Group for any claims against the Company Group arising on or after the Release Effective Date relating to any acts or occurrences by Executive prior to the Release Effective Date, including but not limited to any claims relating to Executive’s interactions with other officers, employees, agents or customers of the Company Group. Notwithstanding the forgoing, and for the avoidance of doubt the Parent, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim related to the Executive of a type that would be covered by the immediately preceding sentence. Furthermore, as it relates to matters covered by this Section 4(d), where the Company Group seeks indemnification, Executive shall be permitted to participate and have his own counsel, at his own cost and expense, participate in any claim or settlement of any claim for which there is indemnification sought under this Section 4(d). No amounts would be due or owing under this Section 4(d) by Executive for any matter to the extent the Company Group has insurance coverage to the extent such insurance actually pays to cover the Company Group’s losses, expenses or damages related to such claim. In no event would any indemnification under this Section 4(d) exceed the aggregate amount of payments or benefits received by Executive under this Release and such indemnification would also be limited to any benefits or amounts that, as of the date that written notice is given by the Company to the Executive of the event giving rise to the indemnification, have not yet been paid or made to the Executive under this Release. This Section 4(d) and the indemnification hereunder will only be applicable to any claims actually made on or before the (3rd) anniversary of the Release Effective Date.

Company Release of Claims. (a) In consideration for the obligations of Executive set forth in this ReleaseAgreement and Executive’s release of claims, the Company, Company on behalf of itselfitself and its respective past and present officers, Holdingsdirectors, Parentexecutives, their subsidiaries and investors, stockholders, administrators, subsidiaries, affiliates, affiliated personspredecessor and successor entities and assigns, partnershipsattorneys and insurers (the “Company Releasing Parties”) hereby fully and forever release Executive, successors her spouse, and their heirs, executors, legal representatives, and assigns and those companies in which Executive has a controlling ownership interest (which include Xxxxx Xxxxxxx Brands, LLC, W Products Limited, LLC, The Real Skinny on Fat, LLC, W Skincare, LLC, Sweet Blessed Bee Magic, LLC, d/b/a Medicine Mama’s Apothecary) (collectively, the “Company ReleasorsExecutive’s Released Parties”) hereby irrevocably of and unconditionally releases, waives and forever discharges Executive, his spouse, family members, heirs, agents, representatives and advisors (collectively, the “Executive Releasees”) individually and collectively, from any and all actionsclaim, causes duty, obligation or cause of actionaction relating to any matters of any kind, claims, demands, damages, rights, remedies and liabilities of whatsoever kind whether presently known or character, in law or equityunknown, suspected or unsuspected, known that Company Releasing Parties may possess arising from any omissions, acts or unknownfacts that have occurred up until and including the date that the Company signs this Agreement. This release does not extend to any obligations incurred or specified under this Agreement or any of Executive’s continuing obligations or any violation of a confidentiality, past nonsolicitation or presentnoncompetition obligation. The Company Releasing Parties hereby irrevocably covenant to refrain from directly or indirectly, that they have ever had, may now haveasserting any claim or demand, or may later assert commencing, instituting or causing to be commenced, any proceeding of any kind against the Executive Releasees, whether or not arising out of or related to Executive’s employment by or the performance of Released Parties, based upon any services matter purported to or on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Release Effective Date (hereinafter referred to as “Company’s Claims”), be released hereby including, without limitation, any and all other Company’s Claims arising claims: (a) which arise out of, result from, or occurred in connection with Company Releasing Parties’ employment of or related to any contractExecutive, the termination of that employment relationship, any and all federal, state or local constitutions, statutes, rules or regulations, or under events occurring in the laws course of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of the Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against Executive which as of the Separation Date, were unknown to the Company’s Chief Legal Officer (or any predecessor) or the board of directors of Holdings, which may arise from or be related to any acts or omissions undertaken by Executive, or undertaken at his express direction, which constitute fraud, theft or embezzlement against the Companyemployment, or any act or omission that constitutes a felony under the laws of the United States or any state. This Release does not limit the Company Group’s ability to comply with or release matters related to Section 10D of the Securities Exchange Act of 1934, as amended, Section 304 of the Xxxxxxxx-Xxxxx Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Parent may be traded, and any Company Group policy of general applicability (which would include general applicability events occurring prior to the Board or Company Group officers) adopted with respect to compensation recoupment, to the extent the application of such rules, regulations and/or policies is permissible under applicable local law. The Company, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim against Executive which would fall into any exception to the claims released above or any matter that would be covered by Section 4(d) hereof. The release shall not affect the Company’s right to enforce the terms execution of this Release.Agreement; (b) To the fullest extent permitted by lawfor breach of contract, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against Executive or any of the other Executive Releasees arising out of or related to the Company’s Claims. The Company hereby represents both express and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of the Company’s Claims to any person, corporation or other entity. (c) Execution of this Release by the Company operates as a complete bar and defense against any and all of the Company’s Claims against Executive or any of the other Executive Releasees. If the Company should hereafter make any of the Company’s Claims in any charge, complaint, action, claim or proceeding against Executive or any of the other Executive Releasees, the Release may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding. Further, if any of the individual Company Releasors subsequently institutes legal proceedings against Executive with respect to any of the Company’s Claims, the Company agrees to fully indemnify Executive against and will hold Executive harmless from any and all such claims, costs, damages, demands and expenses (including, without limitation, attorneys’ fees), judgements, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to the Company’s Claims. (d) Notwithstanding the foregoing or anything in this Release to the contrary, and subject to the Company Group’s policies and by-laws of each of the Company, Holdings and Parent on indemnification, Executive agrees to defend and indemnify the Company Group for any claims against the Company Group arising on or after the Release Effective Date relating to any acts or occurrences by Executive prior to the Release Effective Date, including but not limited to any claims relating to Executive’s interactions with other officers, employees, agents or customers of the Company Group. Notwithstanding the forgoing, and for the avoidance of doubt the Parent, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim related to the Executive implied; breach of a type that would be covered by the immediately preceding sentence. Furthermorecovenant of good faith and fair dealing, as it relates to matters covered by this Section 4(d)both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; slander, where the Company Group seeks indemnificationlibel or invasion of privacy; violation of public policy; fraud, Executive shall be permitted to participate misrepresentation or conspiracy; and have his own counsel, at his own cost and expense, participate in any claim or settlement of any claim for which there is indemnification sought under this Section 4(d). No amounts would be due or owing under this Section 4(d) by Executive for any matter to the extent the Company Group has insurance coverage to the extent such insurance actually pays to cover the Company Group’s losses, expenses or damages related to such claim. In no event would any indemnification under this Section 4(d) exceed the aggregate amount of payments or benefits received by Executive under this Release and such indemnification would also be limited to any benefits or amounts that, as of the date that written notice is given by the Company to the Executive of the event giving rise to the indemnification, have not yet been paid or made to the Executive under this Release. This Section 4(d) and the indemnification hereunder will only be applicable to any claims actually made on or before the (3rd) anniversary of the Release Effective Date.false imprisonment;

Company Release of Claims. (a) In consideration of this ReleaseThe Company and its officers, the Companydirectors, on behalf of itselfemployees, Holdingsagents, Parentinvestors, their subsidiaries and shareholders, administrators, affiliates, affiliated personsdivisions, partnershipssubsidiaries, successors predecessor and assigns (collectivelysuccessor corporations, the “Company Releasors”) and assigns, hereby irrevocably and unconditionally releases, waives fully and forever discharges Executivereleases Employee, and his spouserespective heirs, family members, heirsexecutors, agents, representatives and advisors (collectivelyassigns, from, and agree not to xxx concerning, any claim, duty, obligation or cause of action relating to Employee's employment relationship with the “Executive Releasees”) individually and collectivelyCompany, from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind whether presently known or character, in law or equityunknown, suspected or unsuspected, known that Company may possess arising from any omissions, acts or unknownfacts that have occurred up until and including the Effective Date of this Release including, past without limitation: (a) any and all claims relating to or present, that they have ever had, may now havearising from Employee's employment relationship with the Company; (b) any and all claims relating to, or may later assert against the Executive Releaseesarising from, whether Employee's service as an officer or not arising out of or related to Executive’s employment by or the performance of any services to or on behalf director of the Company or the termination of that employment and those services, from the beginning of time to the Release Effective Date (hereinafter referred to as “Company’s Claims”), including, without limitation, any and all other Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of the Company’s Claims claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks fiduciary duty or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against Executive which as of the Separation Date, were unknown to the Company’s Chief Legal Officer (or any predecessor) or the board of directors of Holdings, which may arise from or be related to any acts or omissions undertaken by Executive, or undertaken at his express direction, which constitute fraud, theft or embezzlement against the Company, or any act or omission that constitutes a felony under the laws of the United States or any state. This Release does not limit the Company Group’s ability to comply with or release matters related to Section 10D of the Securities Exchange Act of 1934, as amended, Section 304 of the Xxxxxxxx-Xxxxx Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Parent may be traded, and any Company Group policy of general applicability (which would include general applicability to the Board or Company Group officers) adopted with respect to compensation recoupment, to the extent the application of such rules, regulations and/or policies is permissible under applicable local law. The Company, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim against Executive which would fall into any exception to the claims released above or any matter that would be covered by Section 4(d) hereof. The release shall not affect the Company’s right to enforce the terms of this Release. (b) To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against Executive or any of the other Executive Releasees arising out of or related to the Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of the Company’s Claims to any person, corporation or other entity.similar claims; (c) Execution of this Release by the Company operates as a complete bar and defense against any and all claims under the law of the Company’s Claims against Executive or any of the other Executive Releasees. If the Company should hereafter make any of the Company’s Claims in any charge, complaint, action, claim or proceeding against Executive or any of the other Executive Releasees, the Release may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding. Further, if any of the individual Company Releasors subsequently institutes legal proceedings against Executive with respect to any of the Company’s Claims, the Company agrees to fully indemnify Executive against and will hold Executive harmless from any and all such claims, costs, damages, demands and expenses (jurisdiction including, without limitationbut not limited to discrimination; breach of contract, attorneys’ fees)both express and implied; breach of a covenant of good faith and fair dealing, judgements, losses both express and implied; promissory estoppel; negligent or other liabilities intentional infliction of any kind emotional distress; negligent or nature whatsoever arising from intentional misrepresentation; negligent or directly intentional interference with contract or indirectly related to the Company’s Claims.prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) Notwithstanding any and all claims for violation of the foregoing federal, or anything any state, constitution; and (e) any and all claims for attorneys' fees and costs. The Parties agree that the release set forth in this Release section will be and remain in effect in all respects as a complete general release as to the contrarymatters released. This release does not extend to any obligations incurred under the Agreement, and subject to this Release or the Company Group’s policies and by-laws Asset Agreements. The Parties further agree that the release set forth in this section shall not release Employee from acts of each of fraud, embezzlement or other intentional misconduct against the Company, Holdings and Parent on indemnification, Executive agrees to defend and indemnify the Company Group for any claims against the Company Group arising on or after the Release Effective Date relating to any acts or occurrences by Executive prior to the Release Effective Date, including but not limited to any claims relating to Executive’s interactions with other officers, employees, agents or customers of the Company Group. Notwithstanding the forgoing, and for the avoidance of doubt the Parent, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim related to the Executive of a type that would be covered by the immediately preceding sentence. Furthermore, as it relates to matters covered by this Section 4(d), where the Company Group seeks indemnification, Executive shall be permitted to participate and have his own counsel, at his own cost and expense, participate in any claim or settlement of any claim for which there is indemnification sought under this Section 4(d). No amounts would be due or owing under this Section 4(d) by Executive for any matter to the extent the Company Group has insurance coverage to the extent such insurance actually pays to cover the Company Group’s losses, expenses or damages related to such claim. In no event would any indemnification under this Section 4(d) exceed the aggregate amount of payments or benefits received by Executive under this Release and such indemnification would also be limited to any benefits or amounts that, as of the date that written notice is given by the Company to the Executive of the event giving rise to the indemnification, have not yet been paid or made to the Executive under this Release. This Section 4(d) and the indemnification hereunder will only be applicable to any claims actually made on or before the (3rd) anniversary of the Release Effective Date.

Company Release of Claims. (a) A. In consideration of for Pxxxxxxxx entering into this ReleaseRelease and contingent upon this Release becoming effective as provided in Section 2.E above, the CompanyCompany agrees, on its behalf and on behalf of itselfthe Company Releasees, Holdingsto waive, Parent, their subsidiaries release and affiliates, affiliated persons, partnerships, successors and assigns (collectively, the “Company Releasors”) hereby irrevocably and unconditionally releases, waives and forever discharges Executive, his spouse, family members, heirs, agents, representatives and advisors (collectively, the “Executive Releasees”) individually and collectively, from promise never to assert any and all actions, claims or causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that they have ever had, may now have, or may later assert against the Executive Releasees, whether or not arising out of or now known, against Pxxxxxxxx with respect to any matter, including (without limitation) any matter related to Executive’s employment Pxxxxxxxx’x retention by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, including (without limitation) claims to attorneys’ fees or costs, claims of defamation, fraud, breach of contract or breach of the covenant of good faith and fair dealing. Except as provided below, the Company, on, its behalf and on behalf of the Company Releases, hereby and forever releases Pxxxxxxxx from, and agrees not to sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, 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 Pxxxxxxxx arising from any omissions, acts, facts, or damages that have occurred up until and including the beginning of time to the Release Effective Date (hereinafter referred to as “Company’s Claims”)Date, including, without limitation, : (1) any and all other Company’s Claims claims relating to or arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of the Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against Executive which as of the Separation Date, were unknown to the Company’s Chief Legal Officer (or any predecessor) or the board of directors of Holdings, which may arise from or be related to any acts or omissions undertaken by Executive, or undertaken at his express direction, which constitute fraud, theft or embezzlement against Pxxxxxxxx’x employment relationship with the Company, or any act or omission that constitutes a felony under the laws of the United States or any state. This Release does not limit the Company Group’s ability his transition to comply with or release matters related Vice Chairman and subsequently to Section 10D of the Securities Exchange Act of 1934, as amended, Section 304 of the Xxxxxxxx-Xxxxx Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Parent may be traded, and any Company Group policy of general applicability (which would include general applicability to the Board or Company Group officers) adopted with respect to compensation recoupment, to the extent the application of such rules, regulations an employee and/or policies is permissible under applicable local law. The Company, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim against Executive which would fall into any exception to the claims released above or any matter that would be covered by Section 4(d) hereof. The release shall not affect the Company’s right to enforce the terms of this Release. (b) To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against Executive or any of the other Executive Releasees arising out of or related to the Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of the Company’s Claims to any person, corporation or other entity. (c) Execution of this Release by the Company operates as a complete bar and defense against any and all of the Company’s Claims against Executive or any of the other Executive Releasees. If the Company should hereafter make any of the Company’s Claims in any charge, complaint, action, claim or proceeding against Executive or any of the other Executive Releasees, the Release may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding. Further, if any of the individual Company Releasors subsequently institutes legal proceedings against Executive with respect to any of the Company’s Claims, the Company agrees to fully indemnify Executive against and will hold Executive harmless from any and all such claims, costs, damages, demands and expenses (including, without limitation, attorneys’ fees), judgements, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to the Company’s Claims. (d) Notwithstanding the foregoing or anything in this Release to the contrary, and subject to the Company Group’s policies and by-laws of each consultant of the Company, Holdings and Parent on indemnification, Executive agrees to defend and indemnify his subsequent separation from the Company Group for any claims against the Company Group arising on or after the Release Effective Date relating to any acts or occurrences by Executive prior to the Release Effective DateCompany, including but not limited to any and all claims relating to Executive’s interactions with other officers, employees, agents or customers of the Company Group. Notwithstanding the forgoing, and for the avoidance of doubt the Parent, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim related to the Executive of a type that would be covered by the immediately preceding sentence. Furthermore, as it relates to matters covered by this Section 4(d), where the Company Group seeks indemnification, Executive shall be permitted to participate and have his own counsel, at his own cost and expense, participate in any claim or settlement of any claim for which there is indemnification sought under this Section 4(d). No amounts would be due or owing under this Section 4(d) by Executive for any matter to the extent the Company Group has insurance coverage to the extent such insurance actually pays to cover the Company Group’s losses, expenses or damages related to such claim. In no event would any indemnification under this Section 4(d) exceed the aggregate amount of payments or benefits received by Executive under this Release and such indemnification would also be limited to any benefits or amounts that, as of the date that written notice is given by the Company to the Executive of the event giving rise to the indemnification, have not yet been paid or made to the Executive under this Release. This Section 4(d) and the indemnification hereunder will only be applicable to any claims actually made on or before the (3rd) anniversary of the Release Effective Date.Severance Plan;

Company Release of Claims. (a) In consideration of for Pxxxxxxxx entering into this ReleaseAgreement and contingent upon this Agreement becoming effective as provided in Section 6.A(5) above, the CompanyCompany agrees, on its behalf and on behalf of itselfthe Company Releasees, Holdingsto waive, Parent, their subsidiaries release and affiliates, affiliated persons, partnerships, successors and assigns (collectively, the “Company Releasors”) hereby irrevocably and unconditionally releases, waives and forever discharges Executive, his spouse, family members, heirs, agents, representatives and advisors (collectively, the “Executive Releasees”) individually and collectively, from promise never to assert any and all actions, claims or causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that they have ever had, may now have, or may later assert against the Executive Releasees, whether or not arising out of or now known, against Pxxxxxxxx with respect to any matter, including (without limitation) any matter related to Executive’s employment Pxxxxxxxx’x retention by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, including (without limitation) claims to attorneys’ fees or costs, claims of defamation, fraud, breach of contract or breach of the covenant of good faith and fair dealing. Except as provided below, the Company, on, its behalf and on behalf of the Company Releasees, hereby and forever releases Pxxxxxxxx from, and agrees not to sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, 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 Pxxxxxxxx arising from any omissions, acts, facts, or damages that have occurred up until and including the beginning of time to the Release Effective Date (hereinafter referred to as “Company’s Claims”)Date, including, without limitation, : (i) any and all other claims relating to or arising from Pxxxxxxxx’x employment relationship with the Company’s Claims arising out , his transition to Vice Chairman and subsequently to an employee and/or consultant of or related to any contractthe Company, and his subsequent separation from the Company, including any and all federalclaims relating to the Severance Plan; (ii) any and all claims for fraud, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of the Company’s Claims for any kind of tortious conduct, promissory or equitable estoppelmisrepresentation, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faithfiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iii) any and all claims for breach of loyalty contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or fiduciary dutyintentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and (iv) any and all claims for attorneys’ fees and costs. (b) The Company agrees that the release set forth in this Section 6.B shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against Executive which as of the Separation Date, were unknown to the Company’s Chief Legal Officer (or any predecessor) or the board of directors of Holdings, which may arise from or be related to any acts or omissions undertaken by Executive, or undertaken at his express direction, which constitute fraud, theft or embezzlement against the Company, or any act or omission that constitutes a felony under the laws of the United States or any state. This Release release set forth in this Section 6.B does not limit the Company Group’s ability to comply with or release matters related to Section 10D claims that cannot be released as a matter of the Securities Exchange Act of 1934, as amended, Section 304 of the Xxxxxxxx-Xxxxx Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Parent may be traded, and any Company Group policy of general applicability (which would include general applicability to the Board or Company Group officers) adopted with respect to compensation recoupment, to the extent the application of such rules, regulations and/or policies is permissible under applicable local law. The Company, on behalf of itself and the Company Releasors, represents and warrants that it is not currently aware of any claim against Executive which would fall into any exception to the claims released above or any matter that would be covered by Section 4(d) hereof. The release shall not affect the Company’s right to enforce the terms of this Release. (b) To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against Executive or any of the other Executive Releasees arising out of or related to the Company’s Claims. The Company hereby represents and warrants that it has not brought made no assignment or transfer of any complaintright, claim, complaint, charge, action or proceeding against any duty, obligation, demand, cause of the Executive Releasees in any jurisdiction or forumaction, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of the Company’s Claims to any person, corporation or other entity.matter waived or released by this Section 6.B. (c) Execution of Further, this Release by the Company operates as a complete bar and defense against any and all of the Company’s Claims against Executive release does not apply to or impair any of the other Executive Releasees. If the Company should hereafter make any of the Company’s Claims in any charge, complaint, action, claim or proceeding against Executive or any of the other Executive Releasees, the Release may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding. Further, if any of the individual Company Releasors subsequently institutes legal proceedings against Executive with respect to any of the Company’s Claims, the Company agrees to fully indemnify Executive against and will hold Executive harmless from any and all such claims, costs, damages, demands and expenses (including, without limitation, attorneys’ fees), judgements, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to the Company’s Claims. (d) Notwithstanding the foregoing or anything in this Release to the contrary, and subject Pxxxxxxxx’x obligations to the Company Group’s policies and by-laws of each of the Company, Holdings and Parent on indemnification, Executive agrees to defend and indemnify or the Company Group for any claims against the Company Group arising on or Releasees that arise under this Agreement after the Release Effective Date relating to any acts or occurrences by Executive prior to the Release Effective Date, including but not limited to any claims relating to Executive’s interactions with other officersthe Consulting Agreement, employeesthe PIAA, agents or customers of the Company Group. Notwithstanding Indemnification Agreement, the forgoingMutual Bring-Down Release, and for the avoidance of doubt the Parent, on behalf of itself Stock Plans and the Company Releasors, represents and warrants that it is not currently aware of any claim related to the Executive of a type that would be covered by the immediately preceding sentence. Furthermore, as it relates to matters covered by this Section 4(d), where the Company Group seeks indemnification, Executive shall be permitted to participate and have his own counsel, at his own cost and expense, participate in any claim or settlement of any claim for which there is indemnification sought under this Section 4(d). No amounts would be due or owing under this Section 4(d) by Executive for any matter to the extent the Company Group has insurance coverage to the extent such insurance actually pays to cover the Company Group’s losses, expenses or damages related to such claim. In no event would any indemnification under this Section 4(d) exceed the aggregate amount of payments or benefits received by Executive under this Release and such indemnification would also be limited to any benefits or amounts that, as of the date that written notice is given by the Company to the Executive of the event giving rise to the indemnification, have not yet been paid or made to the Executive under this Release. This Section 4(d) and the indemnification hereunder will only be applicable to any claims actually made on or before the (3rd) anniversary of the Release Effective DateEquity Awards.