Complete Releases Clause Samples

The Complete Releases clause serves to fully and finally discharge one or both parties from any further claims, obligations, or liabilities related to a specific matter or agreement. In practice, this clause typically applies when parties settle a dispute or end a contractual relationship, ensuring that neither side can pursue additional legal action or demand further compensation regarding the released issues. Its core function is to provide certainty and closure, preventing future disputes by clearly defining the scope of what is being released.
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans wit...
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Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of the Separation Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or s/ ▇.▇. /s/ H.M.S. ▇▇▇▇▇▇▇▇▇ Company
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Complete Releases. In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully RELEASES, ACQUITS, and FOREVER DISCHARGES CT and its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servants, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether known or unknown, suspected or unsuspected, including, without limitation, any rights arising out of: alleged violations of any contract, express or implied, written or verbal; any covenant of good faith and fair dealing, express or implied; any tort; any legal restrictions on the right of CT to terminate, discipline, or otherwise manage employees; any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall constitute a release of CT from any charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that may arise after the Resignation Date relating to CT's obligations under this Agreement. These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 1954, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1966, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act, any causes of action or claims arising under analogous state laws or local or...
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Complete Releases. (a) It is specifically agreed and understood that the releases given pursuant to this Agreement shall be construed in the broadest possible manner. The Parties agree that this Agreement represents a full, final and complete settlement between the Parties regardless of the adequacy of the compensation. (b) The Parties hereto agree and understand that nothing in this Agreement alters in any way ▇▇▇▇▇▇▇’s obligation to pay for TEB’s Health Benefits from February 1, 2023 to January 31, 2024 and such payments shall be made directly to the Health Benefits administrator. (c) TEB acknowledges that he is aware that ▇▇▇▇▇▇▇ has plans which may increase the value of Rubicon and/or the price of the Shares, but that, as a sophisticated investor and as someone very familiar with ▇▇▇▇▇▇▇’s business, TEB nevertheless desires to transfer the Shares pursuant to the terms hereof. (d) The Parties understand, agree and represent that the covenants made herein and the releases herein executed may affect their rights and liabilities to a substantial extent, and the Parties agree that the covenants and releases provided herein are in their respective best interest on the date hereof. The Parties represent and warrant that, in negotiating and executing this Agreement, they had an adequate opportunity to consult with competent counsel or other representatives of their choosing concerning the meaning and effect of each term and provision hereof, and that there are no representations, promises or agreements other than those expressly set forth herein. The Parties have carefully read this Agreement in its entirety, and fully understand and agree to its terms and conditions, and intend and agree that it is a final and binding settlement agreement, and understand that, in the event of a breach, any Party may seek relief, including damages, restitution and injunctive relief, at law or in equity.
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Complete Releases. In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and the Parent from ANY and ALL causes of action, claims, damages, including attorney's fees, Employee may have against either the Company or the Parent which could have arisen out of Employee's employment or separation from employment with either the Company or the Parent or his service as an officer or director of the Company or the Parent or any other matter related to his association with either the Company or the Parent, whether known or unknown. Employee hereby irrevocably, unconditionally and fully releases, acquits and forever discharges the Company and the Parent, and their respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of either the Company or the Parent to terminate, discipline, or ------ ------ ------ Initials 4 otherwise manage employees, or any federal, state or other governmental statute, regulation, or ordinance. These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1954, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act any causes of action or claim arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under either the Company's or the Parent's personnel policies or any contract of employment that may exist between Employee and either the Company or the Parent. Employee knowingly and voluntarily waives any exist...
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Complete Releases. 8.1. Employer, for itself and each of its past, present and future parents, subsidiaries, affiliates, divisions, companies, joint ventures, and entities or individuals acting under, by, through, or in concert with Employer, including but not limited to its past and present owners, officers, directors, board members, employees, shareholders, insurers, agents, and attorneys and their respective predecessors, successors and assigns, releases, acquits, and forever discharges Employee and his heirs, representatives, agents, attorneys, executors, administrators, successors, and assigns (all of whom are herein collectively referred to as “Shinohara Releasees”), from any and all actions, causes of action, grievances, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts, demands, and benefits (including attorneys’ fees and costs), of whatever character, in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature whatsoever, based on any act, omission, event, occurrence, or nonoccurrence from the beginning of time to the date Employer signs this Agreement, including, but not limited to any claims or causes of action arising out of or in any way relating to Employee’s employment with Employer and/or the termination thereof. 8.2. Employee, for himself and his heirs, representatives, agents, attorneys, executors, administrators, successors and assigns, releases, acquits, and forever discharges Employer and each of its past, present and future parents, subsidiaries, affiliates, divisions, companies, joint ventures, and entities or individuals acting under, by, through, or in concert with Employer, including but not limited to each of their respective past and present owners, officers, directors, board members, employees, shareholders, insurers, agents, and attorneys and their respective predecessors, successors and assigns (all of whom are herein collectively referred to as “Kura Sushi Releasees”), from any and all actions, causes of action, grievances, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts, demands, and benefits (including attorneys’ fees and costs), of whatever character, in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature whatsoever, based on any act, omission, event, occurrence, or nonoccurrence from the beginning of time to the date Employee signs this Agreement, including, but not limited t...
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Complete Releases 
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Related to Complete Releases

  • Complete Release Executive agrees to release EDS from all claims or demands Executive may have against EDS, including, but not limited to, any claims related to Executive's employment with EDS or separation from that employment and any claims for attorney's fees and costs. This Agreement includes, without limitation, a release of any rights or claims Executive may have under the Age Discrimination in Employment Act, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, as amended, which prohibits discrimination against individuals with disabilities; the Fair Labor Standards Act, as amended, which regulates matters regarding compensation; the Family and Medical Leave Act, as amended, which regulates matters regarding certain types of leaves; or any other federal, state or local laws or regulations that in any way relate to the employment of individuals and/or prohibit employment discrimination of any form. This Agreement also includes, without limitation, a release by Executive of any related or unrelated wrongful discharge claims, contractual claims, tort claims or any other actions. This Agreement covers both claims that Executive knows about and those he/she may not know about. Executive expressly waives any right to assert after signing this Agreement that any claim, demand, obligation, or cause of action has through ignorance, oversight, or for any other reason, been omitted from the scope of Subsection 5 of Section III of this Agreement. Executive further promises never to file a lawsuit, demand, action or otherwise assert any claims that are released in Subsection 5 of Section III of this Agreement (excluding a lawsuit filed by Executive solely for purposes of challenging the validity of the Age Discrimination in Employment Act waiver). This Agreement does not include a release of (i) Executive's right, if any, to benefits Executive may be entitled to under any EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the EDS Retirement Plan and EDS 401(k) Plan, and COBRA benefits pursuant to Internal Revenue Code section 4980B, (ii) any rights or claims Executive may have under the Age Discrimination in Employment Act which arise after the date Executive signs this Agreement, (iii) any rights pursuant to this Agreement, (iv) Executive's right, if any, to benefits Executive may be entitled to under the EDS Executive Deferral Plan, (v) any rights pursuant to any indemnification agreements between Executive and EDS, or (vi) Executive's right, if any, to benefits Executive may be entitled to under any applicable directors and officers or other liability insurance policies.

  • News Releases Certain sections of Lithium Hosting, llc news releases may contain forward-looking statements projecting future events, such as new software installations, updates, promotions, hosting introductions, etc. It is possible that these statements may deviate from the actual circumstances, since they are treated as intentions and express expectations and approximate plans of action regarding the relevant forthcoming events. Forward Looking Statements can be recognized by the availability of indicative words such as "believes","anticipates", "plans", "may", "hopes", "can", "will", "expects", "is designed to", "with the intent", "potential", etc. However, their availability is not a prerequisite for a forward-looking statement to be treated as such.

  • Pre-Release Subject to the further terms and provisions of this Section 2.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary may (i) issue ADSs prior to the receipt of Shares (each such transaction a "Pre-Release Transaction") as provided below and (ii) Deliver Shares upon the receipt and cancellation of ADSs that were issued in a Pre-Release Transaction, but for which Shares may not yet have been received. The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the "Applicant") to whom ADSs or Shares are to be Delivered (1) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be Delivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are Delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

  • General Releases (a) For and in consideration of the severance benefits which the Executive will receive under the Employment Severance Agreement to which this Release Agreement is attached, the Executive fully and forever releases and discharges MedSource Technologies, Inc. ("Company") (which for purposes of this Agreement includes its present and former officers, directors, shareholders, employees, agents, investors, administrators, representatives, attorneys, affiliates, divisions, subsidiaries, parent corporations, predecessor and successor corporations and assigns) from any and all liability for any claim, duty, obligation, debt, covenant, cause of action or damages (collectively "Claims"), whether presently known or unknown, suspected or unsuspected, that Executive ever had, may have had or now have arising from any omission, act or fact that has occurred up to and including the date of this Agreement. Such released Claims include, but are not limited to: (i) any Claims arising out of or attributable to Executive's employment or the termination of employment with the Company; (ii) any Claims for wages, severance pay, bonuses, accrued vacation, personal days, holidays, sick days, stock, stock options, units, membership interests, attorneys fees, costs or expenses; (iii) all Claims arising under any agreement, understanding, promise or contract (express or implied, oral or written) between Executive and the Company; (iv) all Claims of wrongful termination, unjust dismissal, defamation, violation of the implied covenant of good faith and fair dealing libel or slander; (v) all Claims arising under tort law; (vi) any Claims arising under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference; (vii) any Claims arising under any federal, state or local constitution, statute, regulation or ordinance to the extent such claims may be validly waived including, without limitation, the Age Discrimination in Employment Act (the "ADEA"), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Employee Retirement Income Security Act; and (viii) any Claims for any other loss or damage. (b) The Company, for itself and affiliated companies and its and their successors and assigns, hereby releases and forever discharges Executive from any and all claims based upon any act, omission or occurrence occurring up to and including the effective date of this Agreement, including, but not limited to, any matter arising out of Executive's employment with the Company.

  • Mortgage Releases The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, unless an opinion of counsel is delivered as specified in clause (y) of the preceding paragraph, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.