Mutual General Release. (i) In consideration of the release set forth in Section 8(q)(ii), effective as of the Closing (the "Effective Time") each Investor, severally and not jointly, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Investor Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, but subject to Section 8(q)(iii) below, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Investor Claims"), that any of the Investor Releasing Persons had or currently has against (i) the Company, (ii) any of the Company's current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Company's or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Company Released Persons"), including, without limitation, Investor Claims arising out of or relating to the Securities Purchase Agreement, the Articles of Amendment, the Series B Registration Rights Agreement, the Series B Warrants, the Redemption Agreement, the Redemption Registration Rights Agreement, the Exchanged Warrants and the New Warrants (collectively, the "Released Documents") other than Investor Claims arising after the Effective Time.
(ii) In further consideration of the Investors entering into this Agreement, effective as of the Effective Time, the Company on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Company Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, but subject to Section 8(q)(iii) below, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Company Claims"), that any of the Company Releasing Persons had or currently...
Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing:
(a) Seller, on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.
(b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating t...
Mutual General Release. Except as may arise under or in connection with this Agreement and the Surviving Obligations, the Company and the Buyer hereby release and forever discharge each party hereto and its predecessors, successors and assigns, employees, shareholders, partners, managing members, officers, directors, agents, subsidiaries, divisions and affiliates from any and all claims, causes of actions, suits, demands, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments whatsoever in law or in equity, whether known or unknown, including, but not limited to, any claim arising out of or relating to the transactions described in the Purchase Agreement and Transaction Documents (other than the Registration Rights Agreement or the Surviving Obligations) which any party hereto had, now has or which its heirs, executors, administrators, successors or assigns, or any of them, hereafter can, shall or may have, against any party hereto or such parties predecessors, successors and assigns, employees, shareholders, partners, managing members, officers, directors, agents, subsidiaries, divisions and affiliates, for or by reason of any cause, matter or thing whatsoever, whether arising prior to, on or after the date hereof, provided, however, that (i) this Agreement, (ii) the Surviving Obligations including, but not limited to, the Registration Rights Agreement, shall continue in full force and effect as the legal, valid and binding obligation of each party thereto enforceable against each such party in accordance with its terms.
Mutual General Release. Subject to this Agreement becoming effective, Employee, on behalf of himself, his spouse, successors, heirs, and assigns, hereby forever releases and discharges the “Company Parties” (as defined below) from and with respect to, any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, fixed or contingent (collectively, “Claims”), including without limitation, any claims based upon contract, tort, or under any federal, state, local or foreign law, that the Employee may have, or in the future may possess, arising out of any aspect of Employee’s employment relationship with and service as an employee, officer, director, manager or agent of the Company or any of its subsidiaries, or the termination of such relationship or service, that occurred, existed or arose on or prior to the Employee’s execution of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following:
(a) Anti-discrimination statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination b...
Mutual General Release. (a) Xxxxx, on behalf of himself and his estate, heirs, executors and personal representatives, and the Company, on behalf of itself and its predecessors, successors, assigns, agents and, in each case, all persons acting by, through, under or in concert with any of them, hereby release and discharge fully, finally and forever one another and their respective estate, heirs, executors, personal representatives, employees, officers, directors, stockholders, predecessors, successors, assigns, agents, attorneys and accountants, and all persons acting by, through, under or in concert with any of them (individually and collectively, the "Released Parties") from all claims, demands, obligations, losses, causes of action, in law or in equity, costs, expenses, suits, debts, liens, promises, damages, attorneys' fees and liabilities of any nature whatsoever, known or unknown, fixed or contingent, whether based upon contract, tort or statute which they now have or may hereafter have against the Released Parties by reason of any and all acts, omissions, events or facts occurring or existing prior to the Effective Date (collectively, the "Released Matters"), including but not limited to the following: any alleged breach of the 1998 Employment Agreement or any other agreement or policy to which the Company is a party; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other alleged legal restrictions relating to Xxxxx' employment and the termination thereof; and any alleged violation of any federal, state or local statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act of 1990; the California Fair Employment and Housing Act, as amended; the California Labor Code, as amended; and/or any other local, state, or federal law governing discrimination in employment and/or the payment of wages and benefits, or any matters arising out of, or relating to, Xxxxx' employment relationship with the Company. Notwithstanding the foregoing, (a) the Released Matters shall not include, and nothing herein shall affect, any claim arising from or relating to any breach by a Released Party of the terms of this Agreement and (b) nothing in this Agreement shall r...
Mutual General Release. In consideration of the promises made herein and other consideration herein, Triton Value Partners, LLC, Dxxxxx Xxxxxxxx, Pxxx Xxxxxxxxxx, Xx., and Jxxx Xxxxxxx and/or any parent, affiliate or subsidiary of Triton Value Partners, LLC, and/or any employee, owner, shareholder, member, officer, director, consultant, board member, agent, attorneys, or other representative of any of those companies or individuals (collectively, the “Triton Parties”) release and forever discharge Defendants, their parent companies, affiliates, subsidiaries, officers, directors, employees, owners, shareholders, members, attorneys currently of record in this lawsuit, consultants, board members, agents, and representatives from any and all damages, complaints, charges, actions, causes of action, and claims they possess against any of the Defendants, except for claims relating to the enforcement of this Agreement, whether known or unknown, from the beginning of the world to the date of execution of this Agreement, including but not limited to, the following:
a. all claims threatened, asserted, or which could have been asserted against any of the Defendants at, or prior to, the date of the execution of this Agreement, whether related to the Merger Agreement or otherwise; and
b. all claims arising under common law, including but not limited to breach of contract (express or implied), intentional interference with contract, intentional infliction of emotional distress, negligence, defamation, violation of public policy, wrongful or retaliatory discharge, tortious interference with contract, and promissory estoppel, on account of, or any inquiry related to or in any way growing out of any of the Triton Parties’ sale of assets to any of the Defendants or Txxxxx’s investment in any of the Defendants. Through this Agreement, each of the Triton Parties provides a general release to each and all of the Defendants. In consideration of the promises made herein, each of the Defendants releases and forever discharges each of the Triton Parties, their parent companies, affiliates, subsidiaries, employees, owners, shareholders, members, officers, directors, attorneys currently of record in this lawsuit, consultants, board members, agents, and representatives from any and all damages, complaints, claims, charges, actions and causes of action of any kind or nature that any of the Defendants once had or now has, whether arising out of any employment or independent contractor relationship, the sale of...
Mutual General Release. (a) The Executive hereby releases and forever discharges the Company, its past, present and future subsidiaries, divisions, affiliates, and its and their respective predecessors, successors and assigns, and each of their past, present and future employees, officers, directors, agents, insurers, employee welfare benefit plans, employee pension benefit plans and deferred compensation plans, and their trustees, administrators and other fiduciaries, and all persons acting by, through, under or in concert with them, or any of them (the “Company Released Patties”), of and from any manner of action, cause of action, in law or in equity, suit, debt, lien, contract, agreement, promise, liability, claim, demand, damage, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent arising out of or related in any way to his employment with Commercial Capital Bank or the Company or Executive’s acts and omissions as an officer of Commercial Capital Bank or the Company, (hereinafter called “Claims”), which Executive now has or may hereafter have against the Company Released Parties, or any of them, by reason of any matter, cause or thing whatsoever from the beginning of time to the date the Executive signs this Release. The Executive understands that this release includes, without limitation, all Claims Executive may have: • relating to Executive’s hire, employment, remuneration (including salary, bonus, incentive or other compensation, stock options, vacation, sick leave, health insurance benefits, benefits from any employee stock ownership, stock option plans, profit-sharing and/or deferred compensation plan) or termination of employment by the Company; • or retaliation under any law alleging discrimination (including any Claims under Title VII of the Civil Rights Act of 1964, as amended; the Consolidated Omnibus Budget Reconciliation Act; the Age Discrimination in Employment Act, as amended; the Employee Retirement Income Security Act, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act, as amended the Reconstruction Era Civil Rights Act, as amended; the Rehabilitation Act, as amended; the Family and Medical Leave Act; other applicable state or local employment discrimination statutes; applicable wage and hour statutes; and/or any other local, state or federal law of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the...
Mutual General Release. (a) Except for the performance by the parties of the provisions of this Agreement, each party hereto, for itself and on behalf of all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers (collectively, the "Releasing Parties"), shall be deemed to have released and forever discharged each of the other parties hereto, and all partners, officers, directors, employees. affiliates (both persons and entities), representatives, agents, attorneys, servants. trustees, beneficiaries, predecessors in interest. successors in interest, assigns, nominees and insurers of each such party, of and from any and all claims. demands, actions and causes of action, whether known or unknown, fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims, third-party claims, and causes of action that the Releasing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, the Securities Purchase Agreements and the Debentures~ and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.
(b) In addition. Torbay for itself and on behalf of all partners. officers. directors. employees. affiliates (both persons and entities). representatives, agents, attorneys. servants, trustees, beneficiaries. predecessors in interest, successors in interest, assigns, nominees and insurers specifically releases and forever discharges The NIR Group, LLC. First Street Manager II LlC, Pegasus Manager. LLC, and AJW Manager7 LLC of and from any and all claims, demands, actions and causes of action, whether known or unknown. fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims. third-party claims. and causes of action that the Re]easing Partie...
Mutual General Release. In exchange for the mutual consideration and the Company's payments and other undertakings as described herein, the Company and the Executive, for their selves and their heirs, legal representatives, successors and assigns, do hereby completely release and forever discharge each other and their heirs, the Company's parent, subsidiary and affiliated companies, and their respective shareholders, officers, directors, representatives, employees, former employees, agents, attorneys, successors and assigns (herein collectively "the Releasees") from all claims, rights, demands, actions, obligations and causes of action of any and every kind, nature and character, known or unknown, that either party may now have or has ever had against them, arising from or in any way connected with the employment relationship between the parties, any actions taken by any of the Releasees during the employment relationship, the termination of that relationship, and any other dealings of any kind between Executive and any of the Releasees up to the effective date of the Agreement, including but not limited to (a) any and all claims of "wrongful discharge," breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud and defamation; (b) any tort of any nature; (c) any and all claims arising under any federal, state, county or municipal statute, constitution or ordinance, 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, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for benefits under a plan or program subject thereto), and any other laws and regulations relating to employment discrimination; and (d) any and all claims for compensation, bonuses, severance pay, vacation pay, expense reimbursement, attorneys' fees and costs. Nothing herein shall limit Executive's rights to indemnification under the Company's bylaws or other organizational documents or to post-termination coverage under and pursuant to the terms of the Company's D&O insurance policies.
Mutual General Release. In further consideration of the promises and agreements made hereunder, Xxxxxx agrees unconditionally and forever to release and discharge the Company and its respective agents and assigns, and the Company agrees unconditionally and forever to release and discharge Xxxxxx and his respective agents and assigns, from any and all claims, actions, causes of action, demands, liabilities, rights or damages of any kind or nature which any of them may now have, or ever have, whether known or unknown, against the other, including any claims, causes of action or demands of any nature arising out of or in any way relating to Xxxxxx'x service to the Company and the Company's obligations to Xxxxxx under the Employment Agreement. This release specifically includes, but is not limited to, any claims for discrimination and/or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, age claims under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefits Protection Act of 1990, Section 1981 of Title 42 of the United States Code, and the California Fair Employment and Housing Act. The parties further agree knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor. Xxxxxx represents and agrees that, prior to the execution of this Agreement, Xxxxxx has had the opportunity to discuss the terms of this Agreement with legal counsel of his choosing. Xxxxxx affirms that no promise or inducement was made to cause him to enter into this Agreement, other than the severance and other benefits described herein. Xxxxxx further confirms that he has not relied upon any other statement or representation by anyone other than what is in this Agreement as a basis for his agreement.
