Release and Non Disparagement Sample Clauses

Release and Non Disparagement. The parties agree for themselves, their heirs, executors, administrators, assigns, agents, officers and employees that in consideration for any payment of any Severance Pay or payment pursuant to Sections 4.1, 4.2, 4.4, or 4.5 provided for in this Agreement, each shall release and hold the other party harmless from and against any and all manner of actions, causes of action, suits, debts, claims, demands, or damages, liabilities, or expenses, including attorney’s fees, of every kind and nature incurred or arising by reason of any actual or claimed act or omission while rendering services to the City. The foregoing release does not include and will not apply to any causes of action, suits, debts, claims, demands, or damages, liabilities, or expenses, including attorney’s fees, arising from a personal injury to the City Manager while on City property, arising from any worker’s compensation, or any other claims prohibited from such a release pursuant to Nevada or federal law. The parties further agree if the City Manager, or the City Manager’s beneficiaries or estate as appropriate, refuses any Severance Pay or payment pursuant to Section 4.2 provided for in this Agreement, the foregoing release will also be waived, and the parties will retain all rights and remedies available to them. The parties further agree neither party shall engage in any conduct or make any statements that defame, disparage, or cause harm or embarrassment to the other party, except as permitted by law.
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Release and Non Disparagement. Agreement As a condition to receiving the severance payments or benefits under this Agreement, Employee will be required to sign a waiver and release of all claims arising out of his Involuntary Termination and employment with the Company and its subsidiaries and affiliates and an agreement not to disparage the Company, its directors, or its executive officers, in a form reasonably satisfactory to the Company; provided, such release must be effective within sixty (60) days following Employee’s termination of employment or such shorter period specified in the release (the “Release Deadline”). If the release of claims does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments and benefits under this Agreement. No severance payments and benefits will be paid or provided until the waiver and release agreement becomes effective or irrevocable.”
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Release and Non Disparagement. Simultaneously with the execution of this Agreement, the Company shall execute and deliver to the Executive, the Release. This Agreement shall be null and void if the Executive fails to execute the Release within the time period provided in Section 7 of the Release or if the Executive rescinds his execution of the Release within the time period provided in Section 7 of the Release.
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Release and Non Disparagement. The Agreement will include a full release of claims by Executive, and a mutual non-disparagement provision.
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Release and Non Disparagement. Simultaneously with the execution of this Agreement, Employee and the Company shall execute and deliver to the other Party the Release Agreement which is attached as Exhibit B hereto (the “Release”).
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Release and Non Disparagement. Agreement As a condition to receiving the severance payments or benefits under this Agreement, Employee will be required to sign a waiver and release of all claims arising out of his Involuntary Termination and employment with the Company and its subsidiaries and affiliates and an agreement not to disparage the Company, its directors, or its executive officers, in a form reasonably satisfactory to the Company; provided, however, Employee will not be required to waive or release any rights related to the Company’s indemnification obligations or that arise under the Company’s D&O insurance coverage. Such release must be effective within sixty (60) days following Employee’s termination of employment or such shorter period specified in the release (the “Release Deadline”). If the release of claims does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments and benefits under this Agreement. No severance payments and benefits will be paid or provided until the waiver and release agreement becomes effective or irrevocable.”
Sample 1
Release and Non Disparagement. The parties agree for themselves, their heirs, executors, administrators, assigns, agents, officers and employees that in consideration for any payment of any Severance Pay provided for in this Agreement, each shall release and hold the other party harmless from and against any and all manner of actions, causes of action, suits, debts, claims, demands, or damages, liabilities, or expenses, including attorney’s fees, of every kind and nature incurred or arising by reason of any actual or claimed act or omission while rendering services to the City. The foregoing release does not include and will not apply to any causes of action, suits, debts, claims, demands, or damages, liabilities, or expenses, including attorney’s fees, arising from a personal injury to the City Manager while on City property, arising from any worker’s compensation, or any other claims prohibited from such a release pursuant to Nevada or federal law. The parties further agree if the City Manager refuses any Severance Pay provided for in this Agreement, the foregoing release will also be waived, and the parties will retain all rights and remedies available to them. The parties further agree neither party shall engage in any conduct or make any statements that defame, disparage, or cause harm or embarrassment to the other party.
Sample 1
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Release and Non Disparagement. The parties agree for themselves, their heirs, executors, administrators, assigns, agents, officers and employees that in consideration for any payment of any Severance Pay provided for in this Agreement, each shall release and hold the other party harmless from and against any and all manner of actions, causes of action, suits, debts, claims, demands, or damages, liabilities, or expenses, including attorney’s fees, of every kind and nature incurred or arising by reason of any actual or claimed act or omission while rendering services to the City. The foregoing release does not include and will not apply to any causes of action, suits, debts, claims, demands, or damages, liabilities, or expenses, including attorney’s fees, arising from a personal injury to the City Attorney while on City property, arising from any worker’s compensation, or any other claims prohibited from such a release pursuant to Nevada or federal law. The parties further agree if the City Attorney refuses any Severance Pay provided for in this Agreement, the foregoing release will also be waived, and the parties will retain all rights and remedies available to them. The parties further agree neither party shall engage in any conduct or make any statements that defame, disparage, or cause harm or embarrassment to the other party.
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Release and Non Disparagement 
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Related to Release and Non Disparagement

  • Non-Disparagement The Executive acknowledges and agrees that the Executive will not defame or criticize the services, business, integrity, veracity, or personal or professional reputation of the Company or any of its directors, officers, employees, affiliates, or agents of any of the foregoing in either a professional or personal manner either during the term of the Executive’s employment or thereafter.

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential Information. The Executive agrees that, during the Term and during such period of time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (as defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of in which the Company does business. The Executive acknowledges that, due to the nature of the Company’s business, the loss of any of its clients or the improper use of its Confidential Information could create significant instability and cause substantial damage to the Company and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development, marketing and sale of “over-the-counter”, homeopathic and dietary supplement products. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation.

  • Cooperation and Non-Disparagement The Executive agrees that, during the twelve-month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executive’s duties to his or her successor. The Executive further agrees that, during this twelve-month period, he or she shall not in any way or by any means disparage the Company, the members of the Company’s Board of Directors or the Company’s officers and employees.

  • Non-Solicitation and Non-Disparagement During any period for which Employee is receiving compensation payments pursuant to Part Two, Section 4 and one (1) year thereafter, Employee will not directly or indirectly (i) solicit any Company employee, independent contractor or consultant to leave the Company's employ or otherwise terminate such person's relationship with the company for any reason or interfere in any other manner with the employment or other relationships at the time existing between the Company and its current employees, independent contractors or consultants, (ii) solicit any of the Company's customers for products or services substantially similar to those offered by the Company, or (iii) disparage the Company or any of its stockholders, directors, officers, employees or agents.

  • Mutual Non-Disparagement Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 12, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Party’s subsidiaries who no longer serves in such capacity in connection with the execution of this Agreement), employees, shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives.

  • Confidentiality and Non-Disparagement Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence the existence and terms of this Agreement. In the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereof.

  • Noncompetition Nonsolicitation and Nondisparagement The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive accordingly covenants and agrees as follows:

  • Disparagement Executive shall not at any time make false or misleading statements about Company, including its products, management, employees, customers and suppliers.

  • Non-Solicitation; Non-Disparagement Executive shall not for a period of one (1) year following Executive’s termination of employment for any reason, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 11(b). Executive also agrees not to harass or disparage the Company or its employees, clients, directors or agents.

  • Confidentiality; Non-Disparagement (a) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family and confidential advisors.

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