Release by Company. In consideration for the general release by Executive, the Company, on behalf of the Company Parties, hereby fully, forever, unconditionally and irrevocably releases and discharges Executive and each of Executive’s affiliates, spouse, successors, executors, administrators, agents, heirs and assigns (together with Executive, the “Executive Parties”) from all claims, demands, causes of action, liabilities, charges, complaints, , actions, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, and expenses (including attorneys’ fees and costs), of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, that any of the Company Parties ever had or now have against any or all of the Executive Parties, however originating or existing, from the beginning of time through the Effective Date, including, but not limited to, any and all claims arising out of or relating to the relationship between Executive and the Company, the services performed by Executive for the Company, Executive’s cessation of services to the Company, or otherwise. Notwithstanding anything in this Agreement to the contrary, the claims released in this Section 9 (the “Company Released Claims”) do not include, and nothing contained herein shall operate to release any of Executive’s promises and obligations under this Agreement (including the Exhibits hereto) or with respect to any fraud or gross negligence of Executive in the performance of his duties. The Company hereby covenants, promises and agrees not to, and agrees to cause each of the other Company Parties not to, bring any action or claim, legal, equitable or otherwise, asserting or relating to any Company Released Claims (i) in any court of any jurisdiction or in any agency or other unit of any governmental authority, local, state, national or foreign, (ii) with any arbitral body, forum or arbitration tribunal, or (iii) in any mediation proceeding, against any of the Executive Parties; provided, however, that the foregoing covenant not to xxx shall not apply to or prohibit enforcement of the terms of this Agreement.
Release by Company. The Company, on behalf of itself and each and all of the other Company Parties, hereby acknowledges full and complete satisfaction of and releases and discharges each and all of the Executive Parties from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, that all or any of the Company Parties have ever had, or now have, or ever will have, against all or any of the Executive Parties by reason of any and all acts, omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time through the date of the Company’s execution of this Release that directly or indirectly arise out of, relate to, or are connected with Executive’s employment by, services to (whether as an employee, officer, director, or otherwise), or separation from, all or any of the Company Parties(the foregoing, as modified by the following clause, collectively, the “Company Released Claims”); except that notwithstanding anything to the contrary herein, the release set forth in this Section 4 expressly excludes, and shall not alter, limit, release, apply to, or otherwise affect, and the term Company Released Claims shall not include (a) the obligations of Executive that survive the termination of Executive’s employment with the Company pursuant to Section [9.6] of the Employment Agreement and that certain Confidentiality, Non-Interference, and Invention Assignment Agreement dated [*] between the Company and Executive; and (b) any claims arising after the date of the Company’s execution of this Release.
Release by Company. Except for the Executive's obligations under this Agreement, (including the repayment of any advancements made before or after the Effective Date, which the Executive is required to repay if it is ultimately determined that the Executive is not entitled to indemnification) and as hereinafter provided, the Company and the Company's Released Parties irrevocably and unconditionally release and discharge Executive, his successors and assigns, from any and all claims, obligations, demands, damages and causes of action of any kind whatsoever, known or unknown, which the Company and the Company's Released Parties may have, now or in the future, against the Executive based upon, relating to, or arising from the creation, existence or termination of Executive's employment; and such release shall extend to the full extent (and only to the extent) of any indemnification authorized under Section 13(a) of this Agreement and under Article XIII of the Company's Certificate of Incorporation.
Release by Company. The Company, on behalf of itself and anyone claiming through it (the “Company Releasing Parties”), hereby agrees not to xxx the Executive based upon facts that are known on the date of this Agreement by any director of the Company (not including the Executive) as of the date of this Agreement (“Known Facts”), and agrees to release and discharge, fully, finally and forever, the Executive from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against the Executive arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Section 18 shall apply to, or release the Executive from, any obligation or commitment of Executive contained in this Agreement.
Release by Company. Subject to the conditions hereinafter set forth, and in exchange for the agreements of Executive herein, the Company hereby:
(1) forever releases and discharges Executive, her heirs and personal representatives, from any and all claims, actions, causes of action and demands of the Company, its officers, directors, and other stockholders, known or unknown, arising out of or in any way relating to any claims heretofore made by such persons against Executive, and any other claims that may arise in connection with Executive's capacity as an employee, officer or stockholder of the Company (whether directly or indirectly) through the date hereof, including without limitation all damages, costs and expenses incurred or otherwise suffered by the Company, its officers, directors, and other stockholders in connection therewith, specifically excluding, however, any claim for breach of any representation, warranty, obligation or covenant of Executive contained in this Agreement and any claims, actions, causes of actions and demands arising from any deliberately dishonest, malicious or fraudulent act or omission or any willful violation of law by Executive; and
(2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding, against Executive, her heirs or personal representatives in connection with any claim, action, cause of action or demand released by such persons herein.
Release by Company i. Company does hereby release, acquit and forever discharge Becka, and its respective past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Company Released Claim” and collectively, the “Company Released Claims”), that Company hereunder has as of the date of the consummation of the Merger or may acquire in any way arising out of, connected with or related to the Obligation.
ii. Each person signing below on behalf of Company hereunder acknowledges that he or she has read each of the provisions of this Section 7(a). Each such person fully understands that this Section 7(a) has important legal consequences, and each such person realizes that they are releasing any and all Company Released Claims that Company may have. Company hereby acknowledges that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this Section 7(a).
iii. Company hereby specifically acknowledges and agrees that: (i) none of the provisions of this Section 7(a) shall be construed as or constitute an admission of any liability on the part of Becka; (ii) the provisions of this Section 7(a) shall constitute an absolute bar to any Company Released Claim of any kind, whether any such Company Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Company Released Claim barred by the provisions of this Section 7(a) shall subject Company to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.
iv. Company expressly waives any and all rights and benefits conferred upon it by Section 1542 of the Civil Code of the State of California (and any similar or like statute or other law which may be applicable), which states as follows: “A general release does not extend to claims which the credit...
Release by Company i. The Company, on its own behalf and on behalf of each of the other members of the Company Affiliated Group, hereby releases the Executive Parties from any and all claims that the Company Released Parties had or may ever have against the Executive Parties from the beginning of time and up to and including the date that Company has executed, and delivered, this Release.
ii. Notwithstanding the foregoing, the release granted under the preceding paragraph specifically excludes (i) the violation of any federal, state or local statutory and/or public policy right or entitlement that, by applicable law, is not waivable; (ii) any claim based on willful misconduct by the Executive (with willful misconduct defined in this context to mean misconduct that is known by the Executive not to be in the interest of the Company); (iii) any claim for breach of this Mutual Release or this Agreement by the Executive; (iv) the Company’s right to recoup payments to the Executive, to the extent required under the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Act; and (v) any wrongful act or omission occurring after the date that the Company has executed, and delivered, this Mutual Release and Agreement.
iii. To the extent that this release is not enforceable against any Company Released Party, the Company agrees to promptly indemnify and hold the Executive harmless from any liability, costs or obligations with respect to any claims (including, without limitation, any attorney fees or other charges incurred in defending any such claims) released by this Release.
Release by Company. The Company, its past and present shareholders, directors, officers, employees, partners and agents, subsidiary and affiliated entities, and successors and assigns, first party, hereby releases, discharges, and covenants not to xxx the Executive, his personal representatives, heirs and assigns, second party, from and for any and all claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges or causes of action, both known or unknown, in law or in equity, of any kind whatsoever, which first party ever had, now has, or may have against second party, for, upon or by reason of any matter, cause or thing whatsoever, up to and including the date of this Agreement, including any lawsuit founded in tort, contract (oral, written or implied) or any other common law on equitable basis of action, but excluding any obligations of the Executive under this Agreement and any actions of Executive for which he is not indemnified under the Indemnification Agreement. The release of Executive contained herein does not apply to any fraudulent or unlawful activities of Executive.
Release by Company. In consideration of the Executive executing and delivering this Release, the Company hereby irrevocably and unconditionally releases, remises and discharges the Executive, his heirs and administrators, or any of them, from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, account, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including attorney fees and costs) of any kind and nature which the Company ever had, could have had or now has against the Executive whether known or unknown, suspected or unsuspected.
Release by Company. The Company, for itself and its ------------------ Affiliated Companies, hereby RELEASES, REMISES AND FOREVER DISCHARGES Executive and his successors, assigns, agents and representatives, personally and in their respective capacities, and any other person or entity succeeding to any such person or entity, from any and all claims, demands, rights, charges, actions, interests, debts, obligations, liabilities, damages, costs, expenses and causes of action of whatever type or nature, whether legal or equitable, whether in tort or in contract, whether known or unknown, which the Company or any of the Affiliated Companies has or may have against any of them, either individually, jointly, or severally, or jointly and severally, based upon any agreements, transactions, acts or omissions which have occurred from the beginning of time to the date of this agreement; provided that the foregoing release shall not apply to any rights of the Company or any of the Affiliated Companies or obligations of Executive: (a) under this agreement or any Surviving Agreement or Welfare Benefit Plan; (b) relating to any intentionally wrongful act of Executive or any violation of any federal or state securities laws by Executive (excluding such matters to the extent that they are covered by the Indemnification Rights); or (c) any act or omission of Executive in his capacity as an officer of the Company or any of the Affiliated Companies for which, or to the extent, he is not entitled to indemnification under the Indemnification Rights. Neither the Company nor any of its Affiliated Companies shall sue Executxxx or any other person or entity benefiting from the foregoing release, or make, assert or maintain any charge, claim, demand or action against Executive or any such other person or entity, with respect to any matter released pursuant to the foregoing release. If the Company or any of the Affiliated Companies violates the preceding sentence, the Company or such Affiliated Company, as the case may be, shall pay all costs and expenses (including without limitation reasonable attorneys fees) incurred by Executive or such other person or entity in defending such suit, claim, charge, demand or action.
