Common use of Company Release Clause in Contracts

Company Release. (a) As additional consideration for entering into this Separation Agreement, the Company, for itself and its subsidiaries and their affiliates, and their respective successors and assigns, fully and forever releases Xxxxxxxx, from any and all claims which the Company or its subsidiaries had, may have had, or now have against the Xxxxxxxx through the Effective Date of this Separation Agreement, for or by reason of any matter, cause or thing whatsoever, whether known or unknown, including any claim relating to, arising out of, or attributable to (i) Xxxxxxxx’x positions with the Company or its subsidiaries or their affiliates or the termination thereof, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informal, oral or written) with the Company or any subsidiary or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documents. (b) The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.

Company Release. (ai) As additional consideration for entering into this Separation AgreementEffective as of the payment of the Outstanding Balance, the each of Company, IGI and LVKI, for itself and on behalf of its subsidiaries and their affiliatesrespective Affiliates, and their respective successors and assignsassigns (the “Company Releasing Parties”), fully hereby fully, unconditionally and irrevocably waives, releases and forever releases Xxxxxxxxdischarges, acquits and holds harmless the Holder and its Affiliates, successors and assigns (the “Holder Released Parties”) from any and all claims which the Company or its subsidiaries hadclaims, may have hadcauses of action, or now have against the Xxxxxxxx through the Effective Date suits, charges, demands, losses, costs, expenses (including attorneys’ fees and expenses), obligations, liabilities and/or damages of this Separation Agreement, for or by reason of any matter, cause or thing whatsoeverevery kind and nature whatsoever (including under applicable law), whether now existing, known or unknown, including suspected or unsuspected, fixed or contingent, relating in any way, directly or indirectly, to the Note, the other Existing Agreements, the Warrants and the Surviving Provisions that any of such Company Releasing Parties may now have or may hereafter claim to have against any of the Holder Released Parties, in each case based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking place on or before the date hereof (collectively, the “Company Released Claims”); excluding, however, any obligations of the Holder arising from and relating toto the period after the date hereof under the Warrants and the Surviving Provisions, arising out of, or attributable to (i) Xxxxxxxx’x positions with the Company or its subsidiaries or their affiliates or the termination thereof, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain outstanding and in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informal, oral or written) in accordance with the Company or any subsidiary or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend and subject to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documentstheir respective terms. (bii) The Each of the Company, IGI and LVKI further covenants and agrees to never assert, commence or join in the pursuit of, or to encourage or solicit the assertion, commencement or pursuit of any Company Released Claim against any the Holder Released Party in any sort of proceeding before any governmental body or any arbitrator of any nature. If any governmental body or arbitrator of any nature assumes jurisdiction over any proceeding against any Holder Released Party on behalf of an Company Releasing Party, such party will promptly after becoming aware of same request that such governmental body or arbitrator withdraw from or dismiss with prejudice any such proceeding. (iii) Each of the Company, IGI and LVKI represents that it (1) has not filed or permitted to be filed commenced any legal action, charge or complaint, in proceeding against any forum whatsoever, against Xxxxxxxx, and of the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter Holder Released Parties with respect to the claims released pursuant Company Released Claims, (2) has agreed to this Separation Agreementrelease knowingly and voluntarily and in the total absence of any fraud, except as may be necessary mistake, duress, coercion and/or undue influence, (3) is the sole lawful owner of its Company Released Claims, and (4) has not assigned, conveyed or otherwise transferred any Company Released Claims, or any interest therein, to enforce this Separation Agreement any other person or the Specified Documentsentity.

Company Release. (a) As additional consideration for entering into this Separation AgreementEffective as of the Closing, the Company, jointly and severally, on behalf of itself and the Company Subsidiaries (other than Purchaser and its affiliates that are not the Company or a Company Subsidiary), hereby releases, remises and forever discharges any and all rights, claims and Losses of any type that it or any of its affiliates has had, now has or might now or hereafter have against each Seller and each of their respective individual, joint or mutual, past, present and future Representatives, affiliates, equityholders, subsidiaries, successors and assigns (each, a “Company Releasee”) in respect of, relating to or arising in connection with the Company or any Company Subsidiary contemporaneously with or prior to the Closing Date, except for rights, claims and Losses arising under this Agreement or any Ancillary Document or in connection with the Transactions. The Company, for itself and its subsidiaries and their affiliatesthe Company Subsidiaries, and their respective successors and assigns, fully and forever releases Xxxxxxxx, (x) acknowledges that it is aware that the Company or a Company Subsidiary may hereafter discover facts different from any and all claims or in addition to the facts which the Company or its subsidiaries had, may have had, the Company Subsidiary now knows or now have against believes to be true with respect to the Xxxxxxxx through the Effective Date subject matter of this Separation Agreement, for or by reason of any matter, cause or thing whatsoever, whether known or unknown, including any claim relating to, arising out of, or attributable to (i) Xxxxxxxx’x positions with but that the Company or its subsidiaries or their affiliates or and the termination thereof, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference Company Subsidiaries intend that the general releases herein given shall be and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following effect, notwithstanding the Resignation Datediscovery of any such different or additional facts and (y) or any other agreement or arrangement (whether formal or informalacknowledges that it has been informed of, oral or written) with the Company or any subsidiary or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims and that the Company ever hadand the Company Subsidiaries are familiar with, now Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Company, for itself and each Company Subsidiary, hereby waives and relinquishes (a) all rights and benefits such person has or may hereinafter claim have under Section 1542 of the Civil Code of the State of California, to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx the full extent that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any such person may lawfully waive all such rights under and benefits pertaining to the subject matters of this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documents. and (b) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. The Company, for itself and each Company represents that it has not filed Subsidiary, hereby irrevocably covenants to refrain from, directly or permitted indirectly, asserting any claim or demand, or commencing, instituting or causing to be filed commenced or voluntarily aiding, any legal actionproceeding of any kind against any Company Releasee, charge based upon any matter purported to be released hereby. The parties acknowledge that this Section 6.17 is not an admission of liability or complaint, of the accuracy of any alleged fact or claim. The parties expressly agree that this Section 6.17 shall not be construed as an admission in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file proceeding as evidence of or permit to be filed an admission by any lawsuits at party of any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement violation or the Specified Documentswrongdoing.

Company Release. (a) As additional In consideration for entering into this Separation of and subject to the performance by the Executive of his obligations under the Agreement, the Company and each of its divisions, subsidiaries and operating companies, and the respective officers, directors, agents and representatives of each of them (collectively, with the Company, for itself the “Releasing Parties”) does hereby release and its subsidiaries forever discharge as of the date hereof the Executive and their affiliateseach of his agents, family members, heirs, executors, representatives, successors and assigns (collectively, the “Executive Released Parties”) to the extent provided below. The Executive Released Parties are intended to be third-party beneficiaries of this General Release, and their respective successors this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Executive Released Parties hereunder. 1. Except as provided in paragraph 3 below, the Releasing Parties knowingly and assigns, fully voluntarily release and forever releases Xxxxxxxx, discharge the Executive Released Parties from any and all claims Claims, whether known or unknown, suspected, or claimed against the Executive or any of the Executive Released Parties which the Company or its subsidiaries hadReleasing Parties may have, may have had, or now have against the Xxxxxxxx through the Effective Date of this Separation Agreement, for or by reason of any matter, cause cause, or thing whatsoever, whether known or unknown, including any claim relating to, arising out of, or attributable to (i) Xxxxxxxx’x positions from the beginning of the Executive’s initial dealings with the Company to the date of this General Release; provided that the release of claims shall not apply with respect to (a) any Claim relating to the Executive’s fraud or its subsidiaries other willful misconduct or their affiliates (b) any matter the Executive took active steps to conceal from the Company. 2. The Releasing Parties represent that they have made no assignment or the termination thereoftransfer of any right, including but not limited to claims claim, demand, cause of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slanderaction, or other matter covered by paragraph 1 above. 3. The Releasing Parties agree that they hereby waive all rights to sxx or obtain equitable, remedial or punitive relief from any or all Executive Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, any form of injunctive relief. Notwithstanding the above, the Releasing Parties further acknowledge that they are not waiving and are not being required to waive any right that cannot be waived under any federallaw. 4. In signing this General Release, state the Releasing Parties acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in implied. The Releasing Parties expressly consent that this General Release shall be given full force and effect following according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the Resignation Date) or effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other agreement Claims hereinabove mentioned or arrangement (whether formal implied. The Releasing Parties acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Executive would not have agreed to the terms of the Agreement. The Releasing Parties further agree that in the event any of the Releasing Parties should bring a Claim seeking damages against any Executive Released Party, or informalin the event any of the Releasing Parties should seek to recover against any Executive Released Party in any Claim brought by a governmental agency on behalf of a Releasing Party, oral this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. The Releasing Parties further agree that they are not aware of any pending claim of the type described in paragraph 1 above as of the execution of this General Release. 5. The Company agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or written) with construed at any time to be an admission by the Executive, any Executive Released Party or the Company of any improper or any subsidiary or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documentsunlawful conduct. (b) 6. The Company represents that it has is not filed aware of any claim by any Releasing Party other than the claims that are released by this General Release. The Releasing Parties acknowledge that they may hereafter discover claims or permitted facts in addition to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file different than those which they now know or permit believe to be filed any lawsuits at any time hereafter exist with respect to the subject matter of the release set forth in paragraph 1 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and its decision to enter into it. 7. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims released pursuant arising out of any breach by the Executive of the Agreement after the date hereof. The parties to this Separation AgreementGeneral Release hereby acknowledge that Sections 14 through 24 of the Agreement shall survive execution of this General Release. Whenever possible, except each provision of this General Release shall be interpreted in, such manner as may to be necessary effective and valid under applicable law, but if any provision of this General Release is held to enforce be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Separation Agreement General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or the Specified Documents.unenforceable provision had never been contained herein. BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: 1. I HAVE READ IT CAREFULLY; 2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; 3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT; 4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

Company Release. (a) As additional For and in consideration for entering into this Separation Agreementof your release of claims against the Company Parties as set forth in paragraph ‎‎3 above, the Restrictive Covenants and other good and valuable consideration, the Company, for itself and its subsidiaries and their affiliateson behalf of the Company Group, and their respective successors and assignsas of the date hereof, does fully and forever releases Xxxxxxxxrelease, remise and discharge you and your heirs, administrators and assigns from any and all claims whatsoever up to the date hereof which the Company or its subsidiaries it had, may have had, or now have has against the Xxxxxxxx through the Effective Date of this Separation Agreementyou, whether known or unknown, for or by reason of any matter, cause or thing whatsoever, including any claim arising out of or attributable to your employment or the termination of your employment with the Company or any member of the Company Group, but excluding (i) claims with respect to any obligation under this Agreement, the Restrictive Covenants or the governing documents of the Company Group; (ii) any claims that cannot be waived by law; (iii) claims that are based upon any of your acts that involve fraud, misappropriation, embezzlement, or theft, in each case, of which the Board does not have knowledge of as of the date hereof; and (iv) cross-claims in any stockholder derivative lawsuit. The Company intends the release contained herein to be a general release of any and all claims to the fullest extent permissible by law and for the provisions regarding the release of claims to be construed as broadly as possible, and hereby incorporates in this release similar federal, state or other laws, all of which the Company also hereby expressly waives. The Company understands and agrees that claims or facts in addition to or different from those which are now known or believed by the Company to exist may hereafter be discovered, but it is the Company’s intention to fully and forever release, remise and discharge all claims which it had, may have had, or now has against you, whether known or unknown, including any claim relating tosuspected or unsuspected, arising out ofasserted or unasserted, contingent or attributable noncontingent, without regard to (i) Xxxxxxxx’x positions with the Company subsequent discovery or its subsidiaries existence of such additional or their affiliates or the termination thereof, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informal, oral or written) with the Company or any subsidiary or affiliate thereofdifferent facts. Notwithstanding Without limiting the foregoing, the release in by signing this Separation Agreement does not extend to (A) any claims that Agreement, the Company ever had, now has or may hereinafter claim expressly waives and releases any provision of law that purports to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or limit the Employment Agreement, or (C) any rights under the Specified Documentsscope of a general release. (b) The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.

Company Release. (aConsistent with Section 9(f) As additional of the Employment Agreement and in consideration for entering into and contingent upon Executive’s execution of this Separation AgreementAgreement (and provided that he does not revoke it), the Company, for itself and its subsidiaries and affiliated entities, as well as their affiliatespredecessors, successors, assigns, and their respective successors current or former directors, officers, partners, agents, employees, attorneys, and administrators do hereby fully and forever release and discharge Executive and his attorneys, heirs, executors, administrators, successors, and assigns, fully from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever which the Company has or may have against any of them which are known to it as of the date of its executing this Agreement and forever releases Xxxxxxxxarising out of or in connection with Executive’s employment by the Company, from the Employment Agreement, the termination of Executive’s employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of the Company’s signing of this Agreement. The Company agrees not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. The Company further hereby irrevocably and unconditionally waives any and all claims which rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. The Company represents and warrants that it has not previously filed or its subsidiaries hadjoined in any such claims, may have haddemands or entitlements against Executive or the other persons or entities released herein and that it will indemnify and hold them harmless from all liabilities, or now have against the Xxxxxxxx through the Effective Date of this Separation Agreementclaims, for or by reason demands, costs, expenses and/or attorneys’ fees incurred as a result of any mattersuch claims, cause demands or thing whatsoeverlawsuits. This Agreement specifically includes, whether known or unknown, including any claim relating but is not limited to, arising out of, or attributable to (i) Xxxxxxxx’x positions with the Company or its subsidiaries or their affiliates or the termination thereof, including but not limited to all known claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slandertortuous conduct, or under breach of fiduciary duty, together with any federaland all known tort, state contract, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement known claims which remain in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informal, oral or written) with might have been asserted by the Company or on its behalf in any subsidiary suit or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement Executive or the Employment Agreement, or (C) any rights under the Specified Documents. (b) persons released herein. The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants acknowledges and agrees that it will has been given a more than sufficient period of time to consider this Agreement and that it have been encouraged by Executive to discuss fully the terms of this Agreement with legal counsel of its own choosing. The Company further acknowledges and agrees that its execution of this Agreement is made freely and voluntarily and not file under duress or permit to be filed coercion of any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documentskind.

Company Release. (a) As additional consideration for entering into Subject to this Separation Transition Agreement becoming effective in accordance with its terms and Executive’s compliance with this Transition Agreement, the CompanyCompany hereby voluntarily, for itself knowingly, irrevocably and its subsidiaries and their affiliates, and their respective successors and assigns, fully unconditionally releases and forever releases Xxxxxxxxdischarges Executive, his heirs, executors, trustees, legal representatives, agents, administrators and assigns (“Executive Released Parties”), from any and all claims Claims, whether or not now known, suspected or claimed, which the Company or its subsidiaries had, may have hadhas, or now have may have, against any of the Xxxxxxxx through Executive Released Parties from the Effective Date beginning of time up to and including the date Executive signs this Separation Agreement, for or by reason of any matter, cause or thing whatsoever, whether known or unknown, including any claim relating to, arising Transition Agreement which arise out of, relate to or attributable to are based on (i) Xxxxxxxx’x positions with Executive’s employment by the Company and/or separation therefrom; (ii) statements, acts or its subsidiaries omissions by Executive and/or other Executive Released Parties; (iii) express or their affiliates implied agreements, whether oral or written, between Executive and the termination thereofCompany and/or other Executive Released Parties, including including, but not limited to claims of breach of contractto, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement and any offers or term sheets; or (other than those covenants iv) common law, public policy, breach of contract or tort, including, without limitation, Claims for emotional distress, libel, slander or wrongful discharge; provided, however, the foregoing will not (A) prevent the Company from bringing any claim seeking enforcement of this Transition Agreement, (B) release any Claims that may not be waived pursuant to applicable law, (C) prevent the Company from bringing any future claims, if any, (D) release the Parties’ respective continuing rights and/or obligations pursuant to Articles IV, Confidentiality; V, Non-Competition; VI, Business Idea Rights; VII, Non-Solicitation of Employees; VIII, Employee Disclosures and obligations set forth in Acknowledgements; IX, Return of Records; X, Non-Disparagement and XI, Miscellaneous of the Employment Agreement which remain or (E) release Claims against Executive arising out of acts of illegal conduct or fraud committed by Executive in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informal, oral or written) with relation to the Company or any subsidiary of its Affiliates or affiliate thereofany Company Released Party. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documents. (b) The Company represents that it has not no charges, complaints or actions of any kind have been filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and by the Company covenants and agrees that it will not file or permit to be filed on its behalf against Executive or any lawsuits at Executive Released Party with any time hereafter with respect to the claims released pursuant to this Separation Agreementcourt, except as may be necessary to enforce this Separation Agreement agency or the Specified Documentsother tribunal.

Company Release. (a) As additional In consideration for entering into this Separation of and subject to the performance by the Executive of his obligations under the Agreement, the Company and each of its divisions, subsidiaries and operating companies, and the respective officers, directors, agents and representatives of each of them (collectively, with the Company, for itself the “Releasing Parties”) does hereby release and its subsidiaries forever discharge as of the date hereof the Executive and their affiliateseach of his agents, family members, heirs, executors, representatives, successors and assigns (collectively, the “Executive Released Parties”) to the extent provided below. The Executive Released Parties are intended to be third-party beneficiaries of this General Release, and their respective successors this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Executive Released Parties hereunder. Except as provided in paragraph 3 below, the Releasing Parties knowingly and assigns, fully voluntarily release and forever releases Xxxxxxxx, discharge the Executive Released Parties from any and all claims Claims, whether known or unknown, suspected, or claimed against the Executive or any of the Executive Released Parties which the Company or its subsidiaries hadReleasing Parties may have, may have had, or now have against the Xxxxxxxx through the Effective Date of this Separation Agreement, for or by reason of any matter, cause cause, or thing whatsoever, whether known or unknown, including any claim relating to, arising out of, or attributable to (i) Xxxxxxxx’x positions from the beginning of the Executive’s initial dealings with the Company to the date of this General Release; provided that the release of claims shall not apply with respect to (a) any Claim relating to the Executive’s fraud or its subsidiaries other willful misconduct or their affiliates (b) any matter the Executive took active steps to conceal from the Company. The Releasing Parties represent that they have made no assignment or the termination thereoftransfer of any right, including but not limited to claims claim, demand, cause of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slanderaction, or other matter covered by paragraph 1 above. The Releasing Parties agree that they hereby waive all rights to sxx or obtain equitable, remedial or punitive relief from any or all Executive Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, any form of injunctive relief. Notwithstanding the above, the Releasing Parties further acknowledge that they are not waiving and are not being required to waive any right that cannot be waived under any federallaw. In signing this General Release, state the Releasing Parties acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in implied. The Releasing Parties expressly consent that this General Release shall be given full force and effect following according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the Resignation Date) or effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other agreement Claims hereinabove mentioned or arrangement (whether formal implied. The Releasing Parties acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Executive would not have agreed to the terms of the Agreement. The Releasing Parties further agree that in the event any of the Releasing Parties should bring a Claim seeking damages against any Executive Released Party, or informalin the event any of the Releasing Parties should seek to recover against any Executive Released Party in any Claim brought by a governmental agency on behalf of a Releasing Party, oral this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. The Releasing Parties further agree that they are not aware of any pending claim of the type described in paragraph 1 above as of the execution of this General Release. The Company agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or written) with construed at any time to be an admission by the Executive, any Executive Released Party or the Company of any improper or any subsidiary or affiliate thereofunlawful conduct. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documents. (b) The Company represents that it has is not filed aware of any claim by any Releasing Party other than the claims that are released by this General Release. The Releasing Parties acknowledge that they may hereafter discover claims or permitted facts in addition to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file different than those which they now know or permit believe to be filed any lawsuits at any time hereafter exist with respect to the subject matter of the release set forth in paragraph 1 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and its decision to enter into it. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims released pursuant arising out of any breach by the Executive of the Agreement after the date hereof. The parties to this Separation AgreementGeneral Release hereby acknowledge that Sections 14 through 24 of the Agreement shall survive execution of this General Release. Whenever possible, except each provision of this General Release shall be interpreted in, such manner as may to be necessary effective and valid under applicable law, but if any provision of this General Release is held to enforce be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Separation Agreement General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or the Specified Documents.unenforceable provision had never been contained herein. BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: 1. I HAVE READ IT CAREFULLY; 2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; 3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT; 4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

Company Release. (a) As additional consideration for entering into this Separation Agreement, the Company, for itself and its subsidiaries and their affiliates, and their respective successors and assigns, fully and forever releases XxxxxxxxNovogratz, from any and all claims which the Company or its subsidiaries had, may have had, or now have against the Xxxxxxxx Novogratz through the Effective Date of this Separation Agreement, for or by reason of any matter, cause or thing whatsoever, whether known or unknown, including any claim relating to, arising out of, or attributable to (i) Xxxxxxxx’x Novogratz’s positions with the Company or its subsidiaries or their affiliates or the termination thereof, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement Agreement, as amended by this Separation Agreement, which remain in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informal, oral or written) with the Company or any subsidiary or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx Novogratz which are based upon acts or omissions by Xxxxxxxx Novogratz that involve willful misconduct, fraud, theft or other illegal conduct by XxxxxxxxNovogratz, (B) any rights under this Separation Agreement or the Employment Agreement (as amended by the Separation Agreement), or (C) any rights under the Specified Documents. (b) The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against XxxxxxxxNovogratz, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.

Company Release. (a) As additional In consideration for entering into of the mutual agreements and covenants herein contained, by signing this Separation Agreement, the CompanyCompany knowingly and voluntarily releases and forever discharges Xxxxx, for itself and its subsidiaries and their his affiliates, and their respective successors his attorneys and assignsrepresentatives (collectively referred to throughout the remainder of this Agreement as “Xxxxx Released Parties”), fully of and forever releases Xxxxxxxx, from any and all claims claims, known and unknown, asserted or unasserted, which the Company has or its subsidiaries had, may have had, against Xxxxx or now have against any Xxxxx Released Parties as of the Xxxxxxxx through the Effective Date date of execution of this Separation Agreement, for or by reason of any matterincluding, cause or thing whatsoever, whether known or unknown, including any claim relating but not limited to, arising out of, or attributable to (i) Xxxxxxxx’x positions with the Company any claims, whether statutory, common law, or its subsidiaries or their affiliates or the termination thereof, including but not limited to otherwise; (ii) any claims of for breach of contract, wrongful terminationbreach of fiduciary duty, conversion, quantum meruit, unjust dismissalenrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, libel or slanderand any other common law contract and tort claims; (iii) any claims for attorneys’ fees, costs, disbursements, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference other expenses; and (iivi) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informalclaims for damages; provided, oral or written) with the Company or any subsidiary or affiliate thereof. Notwithstanding the foregoinghowever, the release in this Separation Agreement does not extend to that expressly excluded from such released claims are (A) any claims that arising out of Xxxxx’x capacity as an officer or employee of the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, for fraud, theft criminal acts, intentional misconduct or other illegal conduct by Xxxxxxxxactively concealed grossly negligent acts, and (B) any rights under claims relating specifically to Xxxxx’x actions or omissions as a director of the Company. The enumeration of specific rights, claims, and causes of action being released should not be construed to limit the general scope of the foregoing release. It is the intent of Xxxxx and the Company that by the foregoing release, the Company is giving up all rights, claims, and causes of actions against the Xxxxx Released Parties which accrued prior to the effective date hereof, whether or not he is aware of them and whether or not any damage or injury has yet occurred. This release does not include either Party’s right to enforce the terms of this Separation Agreement. Nothing in this Agreement extinguishes any claims the Company may have: (i) against Xxxxx for breach of this Agreement or the Employment Supplemental Release Agreement, ; or (Cii) against any rights under of the Specified Documents. (b) The Company represents Xxxxx Released Parties for any claims arising from events that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and occur following the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.Effective Date. EXECUTION VERSION

Company Release. (a) As additional consideration Except for entering into those obligations created by or arising out of this Separation Agreement, and the Option Agreement, the CompanySecured Promissory Note, for itself the Amendment to Pledge Agreement, the Unsecured Promissory Note and its subsidiaries side letter entered into contemporaneously herewith, agreements entered into by Executive based on his status as a stockholder of Company and their affiliatesthe agreements listed on Exhibit "A" (except that, as to the Stock Purchase Agreement executed contemporaneously herewith, the sole exception to the release granted hereunder concerning the acquisition of the shares of stock of the Company thereunder shall be strictly limited to the representations and warranties of Executive under Section 5.2 thereof), Company hereby acknowledges full and complete satisfaction of and releases and discharges, and their respective successors covenants not to xxx, Executive from and assigns, fully and forever releases Xxxxxxxx, from with respect to any and all claims which the Company or its subsidiaries hadclaims, may have hadagreements, or now have against the Xxxxxxxx through the Effective Date obligations, losses, damages, injuries, demands and causes of this Separation Agreementaction, for or by reason of any matter, cause or thing whatsoever, whether known or unknown, including any claim relating tosuspected or unsuspected, arising out ofof or in any way connected with Executive's service as a member of the Board of Directors and, except as set forth herein, his position as Co-Chief Executive Officer or as any officer or director of any Company subsidiaries, or attributable to (i) Xxxxxxxx’x positions with the Company or its subsidiaries or their affiliates or the termination thereofseparation from such positions, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) or any other agreement transactions, occurrences, acts or arrangement (whether formal or informal, oral or written) with the Company omissions or any subsidiary loss, damage or affiliate thereofinjury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Executive committed or omitted prior to the date of this Agreement which Company now owns or holds or has at any time heretofor owned or held as against Executive. Notwithstanding anything else herein, Company's release in this Section 4.2 does not apply to Company's payment of approximately $40,000 to Executive related to the reimbursement of his house sale expenses incurred in connection with his move to Pittsburgh, PA which has not been formally approved by Company's Board of Directors. Notwithstanding the foregoing, nothing herein shall give rise to any admission or implication that such payment, including the release in this Separation Agreement does amount thereof, was not extend to (A) any claims that the Company ever had, now has approved or may hereinafter claim to have against Xxxxxxxx which are based upon acts authorized by Company's officers or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documentsotherwise improper. (b) The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.

Company Release. (a) As additional 4.1 In consideration for entering into of the execution by Executive of this Separation Agreement, each of the CompanyCompany and Atlas Subsidiaries, for each on behalf of itself and all persons authorized under any corporate organizational documents to act on its subsidiaries behalf, (collectively, the “Company Releasors”), does hereby voluntarily, knowingly and their affiliatesintentionally REMISE, RELEASE, AND FOREVER DISCHARGE Executive and their respective Executive’s heirs, executors, administrators, successors and assigns, fully and forever releases Xxxxxxxx, assigns from any and all claims which the Company causes of action, suits, debts, claims, liabilities, damages and demands whatsoever at law or its subsidiaries in equity (collectively, “Claims”) ever had, now has or may hereafter claim to have had, or now have against the Xxxxxxxx through the Effective Date of this Separation Agreement, for or by reason of any matter, cause or thing whatsoever, whether known or unknown, including any claim relating to, arising out of, or attributable to : (i) Xxxxxxxx’x positions with arising from the Company or its subsidiaries or their affiliates or beginning of time through the termination thereofdate upon which the Company, on behalf of itself, and on behalf of the Atlas Subsidiaries, sign this Agreement, including but not limited to claims of breach of contract(A) any such Claims relating in any way to Executive’s employment with any Company Releasors, wrongful termination, unjust dismissal, defamation, libel or slander, or and (B) any such Claims arising under any federal, state state, local or local foreign statute or regulation or common law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of Executive’s employment with the any Company Releasor; (iii) arising under the Company’s corporate organizational documents; or (iv) arising under or relating to any policy, agreement, plan, understanding or promise, written or oral, formal or informal, between any Company Releasor and Executive including, but not limited to, the Employment Agreement (other than those covenants any Claims arising under the Surviving Provisions of the Employment Agreement) and any obligations under Section 8.2 (Noncompetition) of the Employment Agreement; provided however, that the Company release contained in Section 4 of this Agreement shall not take effect unless and until (x) the review and revocation period set forth in Employment Section 12 of this Agreement which remain has run, (y) Executive has not exercised his right of revocation prior to the expiration of such revocation period and (z) the Executive release contained in Section 5 of this Agreement is valid and binding. It is further understood and agreed that, notwithstanding any statute or common law principle, and for the purpose of implementing a full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informalcomplete release and discharge of all claims except as set forth in Section 4.2, oral or written) with each of the Company Releasors expressly acknowledges that this release is intended to include in its effect, without limitation, Claims which the Company Releasor does not know or any subsidiary or affiliate thereof. Notwithstanding suspect to exist in the foregoingCompany Releasor’s favor at the time of execution hereof, and that the release agreed upon herein contemplates the full extinguishment of the Company Releasors’ Claims except for the Claims set forth in Section 4.2). 4.2 Notwithstanding anything contained herein, this Separation Agreement does shall not extend to (A) any claims that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or the Employment Agreementaffect, or constitute a release or discharge of (Ci) each Company Releasor’s right to enforce, or bring any rights under Claim for breach of, this Agreement; (ii) each Company Releasor’s right to bring any Claims in respect of any fraudulent or criminal behavior on the Specified Documents. part of the Executive; or (biii) The each Company represents Releasor’s right to bring any Claim that it has is not filed or permitted by applicable law to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter release with respect to Executive. 4.3 The Company Releasors further agree that they will not disparage or subvert Executive, or make any statement reflecting negatively on Executive, including, but not limited to, any matters relating to the claims released pursuant to this Separation Agreementoperation or management of any Company Releasor by Executive, except as may be necessary to enforce this Separation Agreement Executive’s employment and the termination of his employment, irrespective of the truthfulness or the Specified Documentsfalsity of such statement.

Company Release. (a) As additional In consideration for entering into of the mutual agreements and covenants herein contained, by signing this Separation Agreement, the CompanyCompany knowingly and voluntarily releases and forever discharges Xxxxx, for itself and its subsidiaries and their his affiliates, and their respective successors his attorneys and assignsrepresentatives (collectively referred to throughout the remainder of this Agreement as “Xxxxx Released Parties”), fully of and forever releases Xxxxxxxx, from any and all claims claims, known and unknown, asserted or unasserted, which the Company has or its subsidiaries had, may have had, against Xxxxx or now have against any Xxxxx Released Parties as of the Xxxxxxxx through the Effective Date date of execution of this Separation Agreement, for or by reason of any matterincluding, cause or thing whatsoever, whether known or unknown, including any claim relating but not limited to, arising out of, or attributable to (i) Xxxxxxxx’x positions with the Company any claims, whether statutory, common law, or its subsidiaries or their affiliates or the termination thereof, including but not limited to otherwise; (ii) any claims of for breach of contract, wrongful terminationbreach of fiduciary duty, conversion, quantum meruit, unjust dismissalenrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, libel or slanderand any other common law contract and tort claims; (iii) any claims for attorneys’ fees, costs, disbursements, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference other expenses; and (iivi) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) or any other agreement or arrangement (whether formal or informalclaims for damages; provided, oral or written) with the Company or any subsidiary or affiliate thereof. Notwithstanding the foregoinghowever, the release in this Separation Agreement does not extend to that expressly excluded from such released claims are (A) any claims that arising out of Xxxxx’x capacity as an officer or employee of the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, for fraud, theft criminal acts, intentional misconduct or other illegal conduct by Xxxxxxxxactively concealed grossly negligent acts, and (B) any rights under claims relating specifically to Xxxxx’x actions or omissions as a director of the Company. The enumeration of specific rights, claims, and causes of action being released should not be construed to limit the general scope of the foregoing release. It is the intent of Xxxxx and the Company that by the foregoing release, the Company is giving up all rights, claims, and causes of actions against the Xxxxx Released Parties which accrued prior to the effective date hereof, whether or not he is aware of them and whether or not any damage or injury has yet occurred. This release does not include either Party’s right to enforce the terms of this Separation Agreement. Nothing in this Agreement extinguishes any claims the Company may have: (i) against Xxxxx for breach of this Agreement or the Employment Supplemental Release Agreement, ; or (Cii) against any rights under of the Specified DocumentsXxxxx Released Parties for any claims arising from events that occur following the Effective Date. (b) The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.

Company Release. (a) As additional The Company, IBA USA, and the Stockholders (collectively, the “Releasing Parties”) hereby acknowledges that in consideration for entering into this Separation Agreementthe releases contained herein made by IBAH and Harken, and other valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, for itself from and its subsidiaries after the Closing, the Releasing Parties hereby fully, finally, and their affiliatescompletely release IBAH, Harken, and their respective successors predecessors, successors, subsidiaries, affiliates, owners, partners (both general and assignslimited), fully stockholders, officers, directors, employees, agents, attorneys, representatives and forever releases Xxxxxxxxrepresentatives of each of them (the “IBAH Released Parties”), of and from any and all claims which the Company claims, actions, demands, and/or causes of action, of whatever kind or its subsidiaries had, may have had, or now have against the Xxxxxxxx through the Effective Date of this Separation Agreement, for or by reason of any matter, cause or thing whatsoevercharacter, whether now known or unknown, including any claim arising from, relating to, arising out ofor in any way connected with, facts or attributable to (i) Xxxxxxxx’x positions with events occurring on or before the Closing, including as an employee, director or stockholder of the Company or its subsidiaries or their affiliates or IBA USA; provided, however, that the termination thereof, including but Releasing Parties are not limited to claims of releasing hereby any claim for breach of contractany representation, wrongful terminationwarranty, unjust dismissalcovenant or agreement of this Agreement or any agreement, defamation, libel or slanderinstrument, or under document executed or delivered in connection with the Closing by any federalIBAH Released Parties. The Releasing Parties agree that this Agreement includes a release of any negligence claims, state contractual claims for breach or local law dealing with discrimination based on agedefault, raceand any claims for any alleged breach of fiduciary duties owed by IBAH, sexHarken or any of the other IBAH Released Parties in any capacity, national originand any related attorneys’ fees and costs, handicapif any, religionthat the Releasing Parties may have against IBAH, disability or sexual preference and (ii) the Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) Harken or any other agreement IBAH Released Parties. The Releasing Parties waive and release the IBAH Released Parties from any claim that this Agreement was procured by fraud or arrangement (whether formal signed under duress or informal, oral or written) with coercion so as to make this release not binding. The Releasing Parties understand and agree that by signing this Agreement they are jointly and severally giving up the Company or right to pursue any subsidiary or affiliate thereof. Notwithstanding the foregoing, the release in this Separation Agreement does not extend to (A) any claims legal claim that the Company ever had, now has or they may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under this Separation Agreement or of the Employment Agreement, or (C) any rights under the Specified DocumentsIBAH Released Parties. (b) The Company represents release set forth in this Section 2.2 is intended as a release of all claims against the IBAH Released Parties, whether now known or unknown. In furtherance thereof, the Releasing Parties expressly waive any right or claim of right to assert hereafter that it has any claim, demand, obligation and/or cause of action has, through ignorance, oversight, error or otherwise, been omitted from the terms of this Agreement. The Releasing Parties make this waiver with full knowledge of their respective rights, after consulting with legal counsel, and with specific intent to release all of their respective known and unknown claims. (c) The Releasing Parties hereby represent and warrant that they have not filed assigned or permitted otherwise transferred to be filed any legal other person or entity any interest in any claim, action, charge demand and/or cause of action they have, or complaintmay have, or may claim to have in any forum whatsoever, against Xxxxxxxxconnection with the matters released hereby and/or the persons and entities released herein, and hereby agree, jointly and severally, to indemnify and hold harmless all persons or entities hereby released from any and all injuries, harm, damages, penalties, costs, losses, expenses and/or liability or other detriment including all reasonable attorneys’ fees incurred as a result of any and all claims, actions, demands, and/or causes of action of whatever nature or character that may hereafter be asserted against any of the Company covenants and agrees that it will not file IBAH Released Parties by any person or permit to be filed any lawsuits at any time hereafter with respect to entity claiming by, through or under the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement Releasing Parties by virtue of such an assignment or the Specified Documentsother transfer.

Company Release. (a) As additional In consideration for entering into of the Executive’s commitment to, and fulfillment of, the terms and conditions of this Separation Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the CompanyCompany Affiliated Group and the successors, for itself predecessors and its subsidiaries and their affiliatesassigns of each entity within the Company Affiliated Group (collectively, and their respective successors and assignsthe “Company Releasors”) do hereby release, fully remise, acquit and forever releases Xxxxxxxxdischarge the Executive and the Executive’s heirs, executors, administrators and assigns of and from any and all claims which the Company claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or its subsidiaries hadnature in law, may have had, equity or now have against the Xxxxxxxx through the Effective Date of this Separation Agreement, for or by reason of any matter, cause or thing whatsoeverotherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, including any claim relating tosuspected or unsuspected which the Company Releasors now have, arising out ofown or hold, or attributable to have at any time heretofore had, owned or held, against the Executive in any capacity; provided, however, that the foregoing release does not extend to: (i) Xxxxxxxx’x positions with any claim or cause of action that the Company or its subsidiaries or their affiliates or Releasors may have against the termination thereof, including but not limited Executive relating to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under his engaging in any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference and criminal misconduct relating to the Company; (ii) the Executive’s breach of any material provision of the Proprietary Information, Inventions, and Competition Agreement executed by him; (iii) the Executive’s engaging in any act involving material fraud or theft against the Company; (iv) the Executive’s willful breach of a material provision of any code of conduct or ethics policy in effect at the Company; (v) the Executive’s breach of any material provision of this Agreement; (vi) any right or claim or cause of action which by law the Company Releasors are not permitted to waive; or (vii) the Company Releasors’ right to participate in any investigation or proceeding conducted by the U.S. Equal Employment Agreement (other than those covenants and obligations set forth in Employment Agreement which remain in full force and effect following the Resignation Date) Opportunity Commission or any other agreement or arrangement governmental authority with responsibility for the administration of fair employment practices laws (whether formal or informal, oral or written) with the “Excluded Claims”). The Company expressly acknowledges and represents that none of the Company Releasors has knowledge of any action or any subsidiary or affiliate thereof. Notwithstanding failure to act by the foregoing, Executive that would give rise to an Excluded Claim as of the release in this Separation Agreement does not extend to (A) any claims date that the Company ever had, now has or may hereinafter claim to have against Xxxxxxxx which are based upon acts or omissions by Xxxxxxxx that involve willful misconduct, fraud, theft or other illegal conduct by Xxxxxxxx, (B) any rights under executes this Separation Agreement or the Employment Agreement, or (C) any rights under the Specified Documents. (b) The Company represents that it has not filed or permitted to be filed any legal action, charge or complaint, in any forum whatsoever, against Xxxxxxxx, and the Company covenants and agrees that it will not file or permit to be filed any lawsuits at any time hereafter with respect to the claims released pursuant to this Separation Agreement, except as may be necessary to enforce this Separation Agreement or the Specified Documents.