Mutual Waiver and Release Sample Clauses

Mutual Waiver and Release. For valuable consideration from the Company, receipt of which is hereby acknowledged, Employee, for himself and his heirs, assigns and personal representatives, fully and completely waives, releases, and forever discharges the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx and the Company’s current and former direct and indirect parents, subsidiaries and affiliates, and their predecessors, successors and assigns, and all benefit plans thereof, and all of their respective owners, shareholders, members, partners, directors, officers, managers, employees, attorneys, administrators and agents (collectively, the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx, each individually, collectively, and in all capacities, and the foregoing persons and entities, herein are the “Company Releasees”) from any and all rights, causes of action, claims or demands that Employee may have against any of the Company Releasees, whether express or implied, known or unknown, that arise on or before the Agreement Date, including, but not limited to, all rights, causes of action, claims, or demands arising out of or relating to any of the following: (a) the Employment Agreement, including any right that Employee might have to any of the payments or benefits described in Section 2.0(c) or Section 2.0(d) of the Employment Agreement; (b) the by-laws of the Company or any other Company Releasee; (c) Employee’s employment with the Company (or with any other Company Releasee) or the termination thereof, including without limitation, any other contractual severance payments that may be due to Employee in connection with Employee’s termination of employment on the Separation Date; (d) Employee’s status as a stockholder of the Company (or as an owner of any other Company Releasee) or the termination thereof; (e) Employee’s service or status as a director of the Company (or as a director or similar official of any other Company Releasee) or the termination thereof; (f) anti-discrimination, anti-harassment, and anti-retaliation laws, such as Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondisc...

Mutual Waiver and Release. Buyer and Seller, on behalf of their respective affiliates, successors, assigns, heirs, representatives, agents, independent contractors, and officers, hereby waive, release, and discharge each other, Operator and each of their respective affiliates, successors, assigns, heirs, representatives, insurers, attorneys, agents, independent contractors, and officers of and from all claims, counterclaims, expenses, attorney’s fees, obligations, and liability of any kind whatsoever, whether such claims were asserted or may have been asserted, whether presently known or unknown, including, but not limited to claims arising out of or relating to their relationship to each other prior to the Closing of this transaction, including, without limitation, their landlord/tenant relationship, and any actions or omissions, or alleged breach of contract arising between them prior to the date of this Agreement, and further including, but not limited to, any claims which were asserted or which may have been asserted by and between the parties prior to Closing. Notwithstanding this waiver and release, the parties retain their rights to enforce the terms of this Agreement.

Mutual Waiver and Release. For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the Employee hereby agrees that regardless of who assumes his duties, his separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company. With the exception of the enforcement of the rights and obligations of this Agreement or Employee’s right to file a claim under the worker’s compensation statutes for any accident or illness arising from Employee’s employment with the Company, the parties and their Releasors (as defined below) do hereby voluntarily and fully release and forever discharge each other, together with their past and current predecessors, successors, shareholders, officers, directors, employees, attorneys, trustees, insurers, representatives, contractors, subsidiaries, related organizations and affiliates (collectively, the “Released Parties”), jointly and individually, from any and all claims, demands, debts, causes of action, claims for relief, and damages, of whatever kind or nature, known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date of this Agreement related to or arising out of Employee’s employment by the Company (except as provided above), including, without limitation, all claims and all rights which the Employee may have had under Title VII of the Civil Rights Act of 1964; the Equal Employment Opportunity Act of 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers’ Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; the Broward County Equal Opportunity Ordinance; any claims related to or arising out of Employee’s employment by the Company; any federal or state whistleblower acts and any and all other federal, state and local laws and statutes which regulate employment; and the laws of contracts, tort and other subjects. The Employee agrees that the forgoing enumeration of claims released is illustrative, and the claims hereby released are in no way limited by the above recitation of specific claims, it being the intent of the parties to fully and completely release all claims whatsoever in any way relating to the Employee’s employment with the Company and to the t...

Mutual Waiver and Release. Each Party hereby irrevocably waives and releases the other Party from any and all claims and causes of action that it or any partner, member, institutional investor or other person for which it is acting as a duly authorized representative, fiduciary or agent may have or may hereafter acquire against the other Party relating to (a) the other Party’s possession of Excluded Information in connection with the purchase or sale of the Securities or (b) any failure of the other Party to disclose the Excluded Information in connection with the purchase or sale of the Securities.

Mutual Waiver and Release. The payments, benefits and rights provided under this Agreement to the Executive are conditioned upon the execution and non-revocation by the Executive of the Executive General Release and Covenant Not to Xxx attached as Exhibit A hereto. If such release is not executed by Executive on the date hereof, or is revoked prior to the expiration of the revocation period set forth therein, then any payments, benefits or rights provided pursuant to Section 2 hereof shall be forfeited, and upon such revocation, this Agreement shall be null and void ab initio and this Agreement shall have had no impact upon the rights and obligations of the parties. The benefits and rights provided under this Agreement to the Companies are conditioned upon the execution of the Companies General Release and Covenant Not to Xxx attached as Exhibit B hereto.

Mutual Waiver and Release. Each party hereto (the “Releasing Party”) agrees and does hereby waive, release, and discharge the other party, its shareholders, members, partners, affiliates, directors, managers, officers, employees, representatives, agents, successors and permitted assignees (each a “Released Party”) from any and all claims, charges, causes of actions, rights, complaints, contracts, agreements, promises, and demands which they have or may have, of any kind or character, whether now known or unknown, accrued or unaccrued, including without limitation any claim for monies or rights of value to which such Releasing Party may be entitled or other actual and compensatory damages, exemplary or punitive damages, attorneys’ fees, and expenses or costs, and any form of declaratory or injunctive relief, except for claims arising out of or relating to any breach or violation by the other party of those covenants, representations, warranties, or other agreements expressly set forth in this Agreement. In this regard, each Releasing Party hereby waives and releases all claims, whether contractual, at common law, or statutory, regardless of the nature of such claim and further agrees not to bring any lawsuit, charge, or claim against the other party or any Released Party in any court or before any government agency, arising from or relating to the matters set forth above (except for claims arising out of or relating to any breach or violation by the other party of those covenants, representations, warranties, or other agreements expressly set forth in this Agreement).

Mutual Waiver and Release. In consideration of the foregoing matters, each Party, on its own behalf and on behalf of its direct and indirect parent entities, affiliates, predecessors, successors, assigns and other persons that have or could derive rights through them (collectively, the “Releasing Parties”) hereby irrevocably waives, releases, and discharges each other Party and each of their respective past, present and future directors, officers, employees, members, partners, managers, stockholders, affiliates, agents, attorneys, representatives, and any past, present and future directors, officers, employees, members, partners, managers, stockholders, affiliates, agents, attorneys, representatives of any of the foregoing and each of their respective successors and assigns (the “Released Persons”) from any and all claims, demands, liabilities, debts or obligations, whether absolute or contingent, known or unknown, whatsoever and howsoever arising under, in respect of, relating to or in connection with the SPA, whether in contract or in tort, in law or in equity, granted by statute or otherwise, whether arising from conduct occurring on or before the Termination Date (the “Released Claims”). Each Releasing Party hereby expressly waives any and all rights conferred upon such person by any law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with each Released Person. Each Releasing Party hereby represents and warrants that it has access to adequate information regarding the terms of this release, the scope and effect of the releases set forth herein, and all other matters encompassed by this release to make an informed and knowledgeable decision with regard to entering into this release and has not relied on any of the Released Persons in deciding to enter into this release and has instead made his, her or its own independent analysis and decision to enter into this release.

Mutual Waiver and Release. In exchange for the consideration provided herein, the Parties agree to the following mutual waivers and releases of claims. a. The Parties fully and forever release and discharge each other, including Xx. Xxxxxx and his heirs and assigns, the Board, District, individual Board members, officers, administrators, employees, agents, representatives, related entities and attorneys, and all persons acting by, through, under or in concert with them, whether previously or later affiliated in any manner (collectively “Released Parties”) from any and all claims, demands, actions, causes of action, obligations, rights, damages, attorney fees, costs and liabilities of any nature whatsoever (including claims for wages, benefits and claims for costs and attorneys’ fees) which the Released Parties may have against each other, whether known, unknown, suspected, or later discovered, arising out of, based upon, or related to the Employment Relationship between Xx. Xxxxxx and the Board and which arose on or before the date of this Agreement (the “Released Claims”). The Released Claims include any claims for breach of the Employment Contract or any other contract; claims under any local, state, or federal laws prohibiting discrimination in employment, including under the Americans with Disabilities Act (as amended), Title VII or other provisions of the federal Civil Rights Acts, Pregnancy Discrimination Act, Equal Pay Act, the federal Family and Medical Leave Act, the Employee Retirement Income Security Act, and/or Utah anti-discrimination laws; all claims for harassment or discrimination on account of race, gender, national origin, religion, disability, sexual orientation, or any other protected status; claims alleging any legal restriction on the Board/District’s right to terminate its employees; personal injury or other tort claims; and claims for wrongful discharge (in violation of public policy or otherwise), retaliation, constructive discharge, promissory estoppel, defamation, interference with business expectancy, infliction of emotional distress, and breach of the duty of good faith and fair dealing. Without limiting the scope of the release herein, the Released Claims also include, without limitation, any claims or potential claims against any of the Released Parties for wages, earned vacation, paid time off, bonuses, expenses, severance pay, and benefits earned through the date of the execution of this Agreement except as otherwise explicitly provided for herein. b...

Mutual Waiver and Release. For and in consideration of the promises contained in this Agreement, each party hereby voluntarily, willingly, knowingly, irrevocably and unconditionally waives, releases, and forever discharges the other party from all rights, claims, and liability, whether or not they are presently known to exist, that each party has, had, or may have against the other party arising out of or relating in any manner to Executive's employment with the Corporation through the Transition Date, but subject to the exceptions set forth in Section 8. The rights and claims that Executive waives, releases, and discharges include, to every extent allowed by law, but are not limited to, those arising under the Age Discrimination in Employment Act of 1967, the Older Workers' Benefit Protection Act, the Civil Rights Acts of 1866, 1871, 1964 and 1991, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act, the Americans with Disabilities Act, the Equal Pay Act of 1963, the Executive Retirement Income Security Act, the Family and Medical Leave Act of 1993, the Comprehensive Omnibus Budget Reconciliation Act and under all other federal, state and local laws, regulations and ordinances, statutory and common law contract, tort, and/or wrongful discharge claims arising out of or relating in any manner to Executive's employment with the Corporation through the Transition Date but subject to the exceptions set forth in Section 8. Similarly, subject to the exceptions set forth in Section 8, Corporation waives, releases, and discharges all rights and claims Corporation has, had, or may have under any federal, state and local laws, regulations and ordinances, including but not limited to statutory and common law contract or tort claims arising out of or relating in any manner to Executive's employment with the Corporation through the Transition Date.

Mutual Waiver and Release. Effective as of the Closing Date, each party hereto on behalf of itself and its affiliates (collectively, the “Releasing Parties”) hereby unconditionally waives, releases and forever discharges the other party hereto, including, but not limited to, all of such other party’s present and former subsidiaries, affiliate companies, shareholders, officers, directors, employees, attorneys and agents (collectively, the “Released Parties”), from any and all causes of action, demands, claims, contracts, encumbrances, liabilities, obligations, expenses, losses, and rights of every nature and description, whether arising or pleaded in law or in equity, under contract, statute, tort or otherwise, whether known or unknown, whether accrued, potential, inchoate, liquidated, contingent or actual, asserted or that might have been asserted (“Claims”) which the Releasing Parties now have, have ever had or may hereafter have, accruing or arising contemporaneously with, or before the date hereof based upon, arising out of, or in any way relating to, the Securities Purchase Agreement or the Existing Note, including without limitation any Claims relating to the ROFI Right with respect to the Subsequent Placement. For the avoidance of doubt, this mutual release shall not release any Releasing Party of its obligations, if any, under this Agreement or any other Exchange Document.