Discharge of the Company’s Obligations. Except as expressly provided -------------------------------------- in the last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 (whether or not reduced pursuant to Section 7(e)) following termination of his employment shall be in full and complete satisfaction of the Executive's rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive's employment with the Company and its subsidiaries. Nothing in this Section 7(d) shall be construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive's performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, including any fiduciary capacity, in which the Executive served at the request of the Company to the maximum extent permitted by applicable law and the Governing Documents.
Discharge of the Company’s Obligations. The amounts payable to the Executive pursuant to this Section 8 following termination of his employment shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims he may have in respect of his employment by Holding or the Company or any of their affiliates, other than rights arising under any other agreement, plan, program or arrangement to which the Executive is a party or is covered, including but not limited to those referred to in Section 4 of this Agreement. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims based on provisions of this Agreement and the Executive’s employment with the Company and, upon the Executive’s receipt of such amounts, the Company shall be fully released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive’s employment with the Company and its subsidiaries, other than as excepted above.
Discharge of the Company’s Obligations. Except as expressly provided in the last sentence of this Section 6(e), the amounts payable to Executive pursuant to this Section 6 (whether or not reduced pursuant to Section 6(f)) following termination of Executive’s employment shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims Executive may have in respect of employment by the Company or any of its subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon Executive’s receipt of such amounts, the Company shall be released and discharged from any and all liability to Executive in connection with this Agreement or otherwise in connection with Executive’s employment with the Company and its subsidiaries. Nothing in this Section 6(e) shall be construed to release the Company from its commitment to indemnify Executive and hold Executive harmless as provided in Section 4(e).
Discharge of the Company’s Obligations. Except as expressly provided in Section 4, the Severance Amount and the other amounts payable and benefits provided in respect of the Executive pursuant to this Section 3 following termination of his employment shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive’s receipt of such amounts, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive’s employment with the Company and its subsidiaries. Without limiting the generality of the foregoing, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others whether by reason of the subsequent employment of the Executive or otherwise. Nothing in this Section 3(f), however, shall in any way limit the Company’s obligations to the Executive pursuant to Section 3(c) hereof.
Discharge of the Company’s Obligations. Except as expressly provided in the last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 (whether or not reduced pursuant to Section 7(e)) following termination of his employment shall be in full and complete satisfaction of the Executive's rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive's employment with the Company and its subsidiaries. Executive shall be required to execute a release to such effect (in the Company’s standard form of release) as a condition of receipt of payments and benefits hereunder. Nothing in this Section 7(d) shall be construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless as provided in Section 5(g) hereof, which provision shall survive any purported termination of this Agreement.
Discharge of the Company’s Obligations. Except as expressly provided in Section 4, the Severance Amount and the other amounts payable and benefits provided in respect of the Employee pursuant to this Section 3 following termination of his employment shall be in full and complete satisfaction of the Employee's rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Employee's receipt of such amounts, the Company shall be released and discharged from any and all liability to the Employee in connection with this Agreement or otherwise in connection with the Employee's employment with the Company and its subsidiaries. Without limiting the generality of the foregoing, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Employee or others whether by reason of the subsequent employment of the Employee or otherwise. Nothing in this Section 3(d), however, shall in any way limit the Company's obligations to the Employee pursuant to Section 3(c) hereof.
Discharge of the Company’s Obligations. The Company shall have no further obligations to the Executive in respect of any termination other than as described in this SECTION 6.
Discharge of the Company’s Obligations. Except as expressly provided in the last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 (whether or not reduced pursuant to Section 7(e)) following termination of his employment (other than the Earned Salary and Accrued Obligations) shall be in full and complete satisfaction of the Executive's rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive's employment with the Company and its subsidiaries. The Executive shall be required to execute a release to such effect (in the Company’s standard form of release) and permit any applicable revocation period to expire, without having revoked same, within the thirty (30) days following the termination of the Executive’s employment, as a condition of receipt of payments and benefits hereunder, and, if the thirty (30)-day period for executing such release and permitting the revocation period to expire (without having revoked same) spans more than one calendar year, no payments may be made or benefits provided until the subsequent calendar year. Nothing in this Section 7(d) shall be construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless as provided in Section 5(g) hereof, which provision shall survive any purported termination of this Agreement.
Discharge of the Company’s Obligations. The Key Employee's sole remedy for the Company's breach of this Agreement during the Protected Period, to the extent constituting Good Reason, shall be to terminate this Agreement and to receive payments under this Section 7. Except as expressly provided in this Section 7(d), the amounts payable to the Key Employee pursuant to this Section 7 (whether or not reduced pursuant to Section 7(e) hereof) shall be in full and complete satisfaction of the Key Employee's rights under this Agreement following termination of his employment and any claims he may have in respect of employment by the Company or any of its Affiliates (or termination thereof), for breach by the Company of this Agreement or for severance payments. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, subject to the Key Employee's receipt of such amounts, the Company and its directors, officers, shareholders, affiliates and agents shall be released and discharged from any and all liability to the Key Employee in connection with this Agreement, the breach thereof or otherwise in connection with the Key Employee's employment with the Company and its Affiliates or the termination thereof. Notwithstanding the foregoing, the obligations of the Company under this Agreement are meant to supplement and not replace any rights of the Key Employee under any equity incentive or stock option plan, as such rights may be determined in accordance with the terms of such plans, if any. As a condition to any payment under this Section 7, (1) the Key Employee shall be required to sign and deliver to the Company a waiver and release (to be provided by the Company following the termination of the employment of the Key Employee) waiving and releasing any claims he or she may have against the Company and its parents, subsidiaries, affiliates, predecessors, assigns and representatives, and their respective present and former benefit and severance plans, plan administrators, insurers, agents, shareholders, officers, directors, attorneys and employees, except as expressly provided in this Section 7(d) and payments and benefits due under this Section 7, and (2) seven days shall have elapsed following delivery of such release to the Company without such release being revoked by the Key Employee by written notice to the Company to the addresses set forth for notices in Section 9(e). The waiver and release will include, but not be limited to, any claims arising under any ...
Discharge of the Company’s Obligations. Each Lender, in its sole discretion, shall have the right at any time, and from time to time, without prior notice to the Company if the Company fails to do so, to: (a) obtain insurance covering any of the Collateral as required under this Agreement; (b) pay for the performance of any of the Company's obligations under this Agreement; (c) discharge taxes, Liens, security interests, or other encumbrances at any time levied or placed on any of the Collateral in violation of this Agreement unless the Company is in good faith with due diligence by appropriate proceedings contesting those items; and (d) pay for the maintenance and preservation of any of the Collateral. Expenses and advances shall be added to the Bridge Loans, until reimbursed to the Lenders and shall be secured by the Collateral. Any such payments and advances by a Lender shall not be construed as a waiver by a Lender of an Event of Default.
