Mutual Release and Waiver. FRANCO AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SPECTRUM AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SHAREHOLDERS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "SPECTRUM GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH FRANCO, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO FRANCO, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) ANY EVENT OCCURRING IN WHOLE OR IN PART PRIOR TO SPECTRUM'S ACQUISITION OF GLOBAL ON OCTOBER 31, 1993, (II) FRANCO'S RELATIONSHIP WITH THE SPECTRUM GROUP, THE TERMINATION OF SUCH RELATIONSHIP OR THE PURCHASE, OWNERSHIP AND SALE BY SPECTRUM OF GLOBAL OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF SPECTRUM. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. FRANCO FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE SPECTRUM GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE FRANCO AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "FRANCO GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE FRANCO GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE FRANCO GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE SPECTRUM GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE...
Mutual Release and Waiver. As of the Effective Date and upon the terms and conditions contained in this Agreement, each of the Parties hereby (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges the other and, as the case may be, any and all of the other’s past, present and future subsidiaries, directors, officers, shareholders, principals, employees, affiliates, agents, administrators, attorneys, successors and assigns, from any and all actions, causes of action, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, in law or in equity, now known or unknown from the beginning of the world to the date of this Agreement, which could be made or alleged now or in the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held...
Mutual Release and Waiver. Former Officer agrees to release, remise, acquit and discharge the Company, its officers, agents, employees, guarantors, consultants, independent contractors, attorneys, advisers, successors and assigns (the "Spectrum Group"), jointly and severally, from any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member of the Spectrum Group or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, from any and all claims, known or unknown, which the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to th...
Mutual Release and Waiver. To the extent a loss is covered by insurance in force, Port and Lessee hereby mutually release each other from liability and waive all right of recovery against each other for any loss from perils insured against under their respective fire insurance policies, including any extended coverage endorsements hereto; provided that this Agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of Port or Lessee.
Mutual Release and Waiver. In consideration of the mutual promises contained in this Agreement, the Company and the Executive agree as set forth below.
Mutual Release and Waiver. To the extent a loss is covered by insurance in force, the Lessor and Tenant hereby mutually release each other from liability and waive all right of recovery against each otherfor any loss from perils insured against under their respective fire or other insurance policies, including any extended coverage endorsements or all risk endorsements thereto; provided that this agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of the Lessor or the Tenant.
Mutual Release and Waiver. (a) Executive hereby acknowledges that a portion of the consideration Executive receives under this Agreement is in addition to anything of value to which the Executive is already entitled.
Mutual Release and Waiver. For and in consideration of the payment and benefits continuation provided in this Agreement, Employee hereby forever releases and discharges Zomedica, together with its board members, directors, officers, employees and affiliated entities, from any and all claims, demands, equitable relief, damages, costs, expenses, administrative actions and causes of action of any kind or character, whether known or unknown, relating in any manner to or arising from Employee’s employment with Zomedica, or the separation thereof, or under the Employment Agreement, or which may otherwise arise under any federal or state statute, the common law or in equity, including but not limited to any claim arising under the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Employee Retirement Income Security Act, the Family Medical Leave Act, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Michigan Xxxxxxx-Xxxxxx Civil Rights Act, or the Michigan Persons With Disabilities Civil Rights Act, all as amended, and contract or tort claims, as well as claims for attorneys fees, except claims not subject to be released under federal or state law; PROVIDED THAT, nothing in this provision or Agreement shall preclude Employee from seeking a judicial determination regarding the validity of this waiver with respect to any claims under the ADEA or from filing a charge with the U.S. Equal Employment Opportunity Commission, though Employee agrees not to seek or accept any money damages or other relief sought on his behalf by the EEOC or by any other federal, state, or local agency. Except for the current liability due pursuant to the Repayment Agreement effective October 7, 2021, Zomedica similarly forever releases and discharges Employee from any and all claims, demands, equitable relief, damages, costs, expenses, administrative actions and causes of action of any kind or character, whether known or unknown, relating in any manner to or arising from Employee’s employment with Zomedica, or the separation thereof, or under the Employment Agreement, or which may otherwise arise under any federal or state statute, the common law or in equity.
Mutual Release and Waiver. The Executive, on the Executive's behalf as well as on behalf of the Executive's spouse, agents, representatives, heirs, executors, administrators, successors, assigns and anyone claiming through the Executive, hereby forever irrevocably releases, relinquishes and waives all rights that the Executive has had or now has against Prime or the Operating Partnership (including any past, present and future subsidiaries, affiliated entities, officers, directors, partners, shareholders, employee benefit plans, trustees, fiduciaries and agents), whether known or unknown, in any way related to his employment by the Company, or the termination thereof, with respect to any and all actual or potential:
Mutual Release and Waiver. 4.1. The Original Contract and the Renegotiated Contract Each of the California State Releasing Parties for itself hereby releases, acquits and forever discharges any and all claims of any nature whatsoever that it ever had, now has, or hereafter can, shall, or may have against Sunrise Power Company, LLC based on, or arising out of, in whole or in part, (1) the Original Contract, or (2) issues relating to the effectiveness, due authorization, validity, or enforceability of any of the obligations of any of the California State Releasing Parties under the Renegotiated Contract or whether such obligations are Just and Reasonable. This release does not constitute a waiver by the California State Releasing Parties of the right to pursue remedies under the Renegotiated Contract for acts and omissions from and after the Effective Date as provided therein, including but not limited to (1) claims of breach of an obligation created by the Renegotiated Contract, (2) claims of failure to perform under the Renegotiated Contract, and (3) disputes over the obligations created by, or the meaning of any terms used in, the Renegotiated Contract. The release in this section 4.1 applies only to matters based on, or arising out of, in whole or in part, the generation, sale, purchase, ownership and/or transmission of electricity, natural gas and/or other utility or energy goods and services pursuant to the Original Contract and the Renegotiated Contract, and does not include matters of general applicability including, without limitation, environmental, permitting, health, safety and taxation. The Parties hereby stipulate and agree that, under the facts and circumstances known to them at this time, the Renegotiated Contract was entered into as a result of arms'-length negotiations between the Parties. Further, the Parties believe that the rates, terms and conditions of the Renegotiated Contract are Just and Reasonable, and that the rates, terms and conditions of the Renegotiated Contract will remain so over the life of the Renegotiated Contract. The California State Releasing Parties waive all rights to challenge the validity of the Renegotiated Contract or whether it is Just and Reasonable for and with respect to the entire term thereof, including any rights under Sections 205 and 206 of the Federal Power Act to request the FERC to revise the terms and conditions and the rates or services specified in the Renegotiated Contract, and hereby agree to make no filings at the FERC or...
