Mutual Release and Waiver Sample Clauses

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. SANDLER AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL AND ITS OFFICERS, AGENTS, EMPLOYEES, GUARANTORS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLER, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLER, 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 GLOBAL 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) SANDLER'S RELATIONSHIP WITH THE GLOBAL GROUP, (II) THE TERMINATION OF SUCH RELATIONSHIP OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBAL. 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. SANDLER FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "SANDLER GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH THE GLOBAL GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE SANDLER GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL 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 OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL GROUP FURTHER AGREES THAT IT WILL NO...

Mutual Release and Waiver. In consideration of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases the other and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing release and waiver shall be applicable to the parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, Purchaser shall have no right or oblig...

Mutual Release and Waiver a. To the fullest extent permitted by law, the Company (for itself, its directors, officers, employees, agents, representatives, Affiliates, heirs, successors, assigns, executors and administrators) does hereby and forever release and discharge Parent and Merger Sub and each of their respective directors, officers, employees, agents, attorneys, partners, stockholders, representatives and Affiliates, past or present, and any successors or assigns thereof (each, a “Parent Person”), from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character (other than fraud), known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or administrative or regulatory body (collectively, “Claims”), which the Company has or may have against any Parent Person by reason of any and all acts, omissions, events or facts occurring or existing prior (but not subsequent) to the date of this Amendment in connection with the covenants and agreements set forth in the Merger Agreement, including any such Claims arising under contract, tort, common law, or any federal, state or other governmental law, statute, regulation or ordinance. b. To the fullest extent permitted by law, each of Parent and Merger Sub (for itself, its directors, officers, employees, agents, representatives, Affiliates, heirs, successors, assigns, executors and administrators) does hereby and forever release and discharge the Company and each of its directors, officers, employees, agents, attorneys, partners, stockholders, representatives and Affiliates, past or present, and any successors or assigns thereof (each, a “Company Person”), from any and all Claims which Parent or Merger Sub has or may have against any Company Person by reason of any and all acts, omissions, events or facts occurring or existing prior (but not subsequent) to the date of this Amendment in connection with the covenants and agreements set forth in the Merger Agreement, including any such Claims arising under contract, tort, common law, or any federal, state or other governmental law, statute, regulation or ordinance. c. It is the intention of the parties in executing this Amendment that the release set forth on this Paragraph 2 shall be effective as a bar to each and every Claim hereinabove specified. In furthe...

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. 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, 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. 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: (a) claims against the Company based on the common law, including, but not limited to, claims of personal injury, emotional and mental distress, injury to personal reputation, defamation (including libel or slander), or termination or denial of employment in contravention of the common law or any federal, state, local or public policy, law or regulation; (b) claims against the Company based on any contract,express or implied; (c) claims against the Company based upon alleged violation(s) of any statute, regulation or ordinance, whether federal, state or local, based upon any other federal, state or local policy, including but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000 et seq., the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the Americans With Disabilities Act, 42 U.S.C. Section 12101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Section 1001 et seq., the Fair Labor Standards Act, 29 U.S.C. Section 201 et seq., the Family and Medical Leave Act, 29 U.S.C. Section 2601 et seq.; and all other federal, state or local laws touching upon the employment relationship; and (d) claims against the Company based upon any theory of alleged equitable entitlement to relief. Notwithstanding the foregoing, the Executive does not release Prime or the Operating Partnership from any claims or causes of action against either party arising solely out of the Executive's ownership of any capital stock or partnership interests of Prime or the Operating Partnership, or for indemnification as provided in Section 12 hereof. The Company, on its behalf and on behalf of its successors and assigns, hereby forever irrevocably releases, relinquishes and waives all righ...

Mutual Release and Waiver. (a) Executive, on behalf of himself, his executors, heirs, administrators, assigns and anyone else claiming by, through or under him, hereby waives, releases, covenants not to sxx, and forever discharges the Company, the Bank, the MHC, their Affiliates, successors, and present and former officers, directors, agents, employees, attorneys, insurers and representatives (hereinafter “Releasees”) and the Company, the Bank, the MHC and their Affiliates hereby release, waive and forever discharge Executive from and with respect to any and all debts, demands, actions, causes of action, suits, covenants, contracts, agreements, promises, torts, damages, claims, and liabilities whatsoever of any name and nature, both in law and/or in equity (hereinafter “Claims”) which he or they now has, ever had or may in the future have against each or any of the Releasees or Executive by reason of any matter, cause or thing whatsoever from the beginning of time to the date of the signing of this Agreement, including, but not limited to, any Claims arising out of, based upon or connected with his employment by the Bank and Company, the compensation and working conditions for that employment, and/or the termination of that employment. This necessarily includes but is not limited to any Claims that might exist under federal, state, and/or local laws, including, but not limited to, any Claims based on race, national origin, ethnicity, handicap, color, age, sex, sexual preference, military status, genetic status or information, other protected status, retaliation, or anything else. The waiver and release includes, but is not limited to, any claims Executive may have or have had based on promises, contracts, common law, laws regarding unfair or bad faith conduct and wrongful discharge, and state and federal statutory protections against discrimination in employment, specifically including, among all the others and without limitation, any rights or claims that Executive may have under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, which prohibits discrimination against qualified individuals with disabilities; the Family and Medical Leave Act, which provides for leave of absenc...

Mutual Release and Waiver. (a) Executive forever releases and discharges the Company, its parent, owners, agents, directors, officers, employees, and affiliates, of and 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, including, but not limited to, those claims relating in any manner to or arising from Executive’s employment with the Company, or the separation thereof, 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 and 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, provided that, nothing in this provision or Agreement shall preclude Executive from seeking a judicial determination regarding the validity of this waiver with respect to any claims under the ADEA.. (b) The Company forever releases and discharges Executive from any claims, actions, causes of action, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, and expenses in law or in equity, arising from or relating to Executive's employment with the Company, with the exception of claims related to fraud or embezzlement.