Consideration for Releases Sample Clauses

Consideration for Releases. 1.3.1 In connection with Executive’s separation and in exchange for the consideration provided to Executive under this Agreement, the Company shall pay Executive an initial separation payment in the amount of one hundred thousand dollars ($100,000), less applicable deductions and withholdings (the “Initial Separation Payment”). The Initial Separation Payment will be made in a single lump-sum payment , by direct deposit in accordance with existing bank instructions on file with the Company, within fourteen (14) days of the Effective Date of this Agreement, as defined herein. 1.3.2 In exchange for Executive executing and complying with both this Agreement and the release attached hereto as Exhibit 1 (the “ADEA Release”), and for not timely revoking the ADEA Release in accordance with its terms, the Company shall pay Executive a second separation payment in the amount of three hundred thousand dollars ($300,000), less applicable deductions and withholdings (the “Supplemental Separation Payment”). Executive shall receive the Supplemental Separation Payment by direct deposit in accordance with existing bank instructions on file with the Company after the ADEA Release Effective Date, as defined in the ADEA Release. The Supplemental Separation Payment shall be made in a single lump-sum payment within thirty (30) days after the ADEA Release Effective Date but not later than December 31, 2018. . 1.3.3 Also in exchange for Executive executing and complying with both this Agreement and the ADEA Release, if Executive properly elects COBRA continuation benefits, as set forth in Paragraph 1.2 above, the Company will reimburse the Employee portion of Executive’s COBRA premiums for a maximum of six (6) months; provided, however, that the Company’s reimbursement of continuation coverage may cease at any time Executive becomes eligible for group medical coverage from another employer. Executive acknowledges and agrees that Executive is solely responsible for all federal, state, and/or tax liability, if any, arising from any such COBRA reimbursement described in this Paragraph and that neither the Company nor any of its representatives have provided advice regarding the tax consequences of any consideration set forth in this Paragraph.
Sample 1
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Consideration for Releases. Executive acknowledges and agrees that the consideration provided by the Company to Executive under this Agreement, including, without limitation, the payments and benefits to be made or provided by the Company to Executive pursuant to this Agreement and the Option Agreements, is greater than and in addition to anything of value to which he otherwise would be entitled from the Company and that the releases by Executive set forth in Paragraph 10 of this Agreement and the obligations of and actions taken by Executive under this Agreement are given and undertaken in consideration of, and adequately supported by, the payments and benefits to be made or provided to Executive by the Company under and pursuant to this Agreement and the Option Agreements.
Sample 1
Consideration for Releases. In effecting these mutual releases the Parties wish to provide nominal consideration to secure such releases. The Parties hereby agree that Accelerant shall be entitled to a cash warrant to purchase 20,000,000 shares of common stock at a strike price of $0.015 per share. The warrants shall be exercisable until 5:00 PM New York City time on a date that is five (5) years from the date of this Agreement. Accelerant commits that provided at least $500,000 of capital from additional sources has been raised prior to September 30, 2008, that it or its designee will exercise the warrant to purchase 5,000,000 shares of common stock. Provided, further that an additional $400,000 has been raised by December 31, 2008, that it or its designee will exercise the warrant to purchase an additional 5,000,000 shares of common stock. Further, in consideration for its or its affiliates' investment in TLG, the proof of which investment will be forwarded under separate cover, Accelerant shall be entitled to keep $2.5 million of its Note (the "Amended Note"). The Parties agree and stipulate that this amount is fair and reasonable given the risks associated with TLG's financial position and the resulting likelihood that it has on the repayment of the Amended Note. The warrants and shares of common stock will be held in escrow until released pursuant to the other terms of this Agreement. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY REGARDING THE STATE OF AFFAIRS, FINANCIAL STABILITY, OR OPERATIONAL SOUNDNESS OF EITHER PETALS OR TLG. THE RESCISSION CONSIDERATION PROVIDED FOR HEREIN IS SIMPLY BEING OFFERED AS NOMINAL CONSIDERATION TO SECURE EACH PARTY'S RELEASE TO THIS AGREEMENT. THE PARTIES AGREE THAT SUCH CONSIDERATION IS OF EQUIVALENT VALUE.
Sample 1
Consideration for Releases. Debtor and Guarantors, and each of them, acknowledge that: 3.3.1 The California Collateral is worth equal to or less than the credit being received and that they are receiving full and adequate consideration for the release of the Claims; 3.3.2 the foregoing waiver of the provisions of Section 1542 of the California Civil Code was separately bargained for; and 3.3.3 each of them has been advised by counsel with respect to the release contained herein, and each of them is executing this release voluntarily, with full knowledge of its significance and with the express intention of effecting the legal consequences anticipated by California Civil Code Section 1541.
Sample 1
Consideration for Releases. CITIUS further agrees that in exchange for the Release from Additional Covenants, Restricted Transactions, and Prohibition on Variable Priced Securities, to do as follows: a. In the event that the Uplisting Financing is conducted at a price per share or price per unit of less than the Unit Price (the “Lower Recent Price”), then CITIUS will issue additional shares and warrants to Investor sufficient to effectively reprice the sale of Units to the Lower Recent Price. b. In the event warrants are issued in the Uplisting Financing with an exercise price below the Exercise Price (the “Uplisting Warrant Price”), then the Exercise Price shall be reduced to the Uplisting Warrant Price. c. CITIUS will give Investor no less than 6 hours of notice before the closing of any subsequent financing, through and including the Uplisting Financing, and Investor shall have a 6-hour option to purchase up to 20% of the securities sold in such offering .
Sample 1
Consideration for Releases. In consideration of the foregoing releases, Quadrax agrees to pay or deliver to Mx. Xxxxxxx, and Mx. Xxxxxxx agrees to accept, as full and final satisfaction of any and all claims that Mx. Xxxxxxx may now have or hereafter assert relating to or arising out of his employment by Quadrax, each and every of the following: 4.1Salary Continuation: $47,307.65 in salary continuation payments, payable in installments, net of applicable federal, state and local income, social security, Medicare, unemployment insurance and other payroll taxes or deductions required to be withheld by Quadrax under applicable law (collectively, Deductions), as follows: (a)7 payments of $4,615.39 each, less all applicable Deductions, beginning October 13, 1995 and continuing bi-weekly thereafter, through and including January 5, 1996 , followed by; (b)6 additional payments of $2,307.69 each, less all applicable Deductions, beginning January 19, 1996 and continuing bi-weekly thereafter through and including March 29, 1996 and (b)1 final payments of $1,153.85 on April 12 , 1996 and 4.2Use of Company Car: continued possession and of that certain 1994 Acura Legend automobile currently made available for his use, without charge to Mx. Xxxxxxx (except for normal operating and maintenance costs, which shall be paid by Mx. Xxxxxxx) until March 31, 1996, at which time Mx. Xxxxxxx will have the option to either 4.2.1assume the obligations of Quadrax as lessee under the relevant Lease Agreement (and cause Quadrax to be relieved of any further obligations thereunder); or 4.
Sample 1
Consideration for Releases. The Parties mutually agree to the following Consideration for this Agreement: a. In consideration for the release of claims provided in Section 6 of this Agreement, and conditioned on Employee’s execution of this Agreement on or before the 21-day period of review described in Section 16 of this Agreement and the expiration of the applicable Revocation Period(s) described in Section 17 of this Agreement, and provided Employee does not exercise Employee’s rights to revoke any part of the release of claims described in Section 17, the Company will continue to employ Employee until the Transition Date in such role as is determined by Company, which role will initially be Chief Operating Officer, during which time it is understood by the Parties that Employee will cooperate fully in the transition of his former duties to such individual as is designated by the Company. b. In consideration for the Employee’s execution of the Consulting Agreement attached as Exhibit A, and the General Release attached as Exhibit B (which Employee understands and agrees he will not sign before the Transition Date), and if: (A) Employee provides the Company with an original executed copy of this Agreement; (B) Employee executes the General Release attached hereto as Exhibit B on or after the Transition Date, (C) not later than December 31, 2016, the Revocation Periods applicable to the release of claims provided in Section 6 of this Agreement and in Section 5 of the General Release have expired and Employee has not revoked or attempted to revoke either release of claims, in whole or in part; and (D) Employee has returned all of the Company’s property pursuant to Section 10 of this Agreement, then the Company will provide the following:
Sample 1
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Related to Consideration for Releases

  • Scope of Release The provisions of this Release shall be deemed to obligate, extend to, and inure to the benefit of the parties; the Company’s parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, and employees; and each party’s insurers, transferees, grantees, legatees, agents, personal representatives and heirs, including those who may assume any and all of the above-described capacities subsequent to the execution and Effective Date of this Release.

  • General Release of Claims Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.

  • Release of Releasees ‌ (1) Upon the Effective Date, and in consideration of payment of the Settlement Amount, and for other valuable consideration set forth in the Settlement Agreement, the Releasors forever and absolutely release the Releasees from the Released Claims that any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have.

  • Specific Release of ADEA Claims In further consideration of the payments and benefits provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, Executive hereby acknowledges and confirms the following: (i) Executive was, and is hereby, advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; (iii) Executive knowingly and voluntarily accepts the terms of this Agreement; (iv) the payments and benefits provided to Executive in consideration of this release are in addition to any amounts otherwise owed to Executive; and (v) this Agreement is written in a manner designed to be understood by Executive and he understands it. Executive also understands that he has seven days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

  • Release of Claims Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on behalf of Executive, and Executive’s respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns, from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation, (a) any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act; (e) any and all claims for violation of the federal, or any state, constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (g) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any severance obligations due Executive under the Management Retention Agreement. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

  • ADEA Release You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you have under the ADEA, and that the consideration given for the waiver and releases you have given in this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (c) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke this Agreement (in a written revocation sent to me); and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement provided that you do not revoke it (the “Effective Date”).

  • Release of Claims by Holders Each Holder hereby releases the Representative for all claims arising from the Representative’s performance of its services pursuant to this Revenue Sharing Agreement, except and to the extent that a Holder can demonstrate by clear and convincing evidence that such act or omission constituted gross negligence or intentional misconduct.

  • Release of Claims Agreement The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form mutually acceptable to the Company and Executive (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(c)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 4(c)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive’s termination of employment.

  • 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.

  • 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.

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