Common use of Release by Company Clause in Contracts

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. In consideration for the general release by ExecutiveThe Company, the Company's divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (the "Company Releasing Parties"), hereby fullyagree not to sue the Executive, forever, unconditionally and irrevocably releases and discharges Executive and each of Executive’s affiliates, his spouse, successorsperxxxal or legal representatives, executors, administrators, agentssuccessors, heirs heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the "Executive Released Parties") based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Exchange Act) of the Company as of the date of this Agreement ("Known Facts"), and assigns (together with Executiveagree to release and discharge, fully, finally and forever, the “Executive Parties”) Released Parties from any and all claims, demands, causes of action, lawsuits, liabilities, chargesdebts, complaintsaccounts, covenants, actionscontracts, suitscontroversies, rightsagreements, debtspromises, sums of money, costsdamages, judgments and demands of any nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties 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, reckonings, covenants, contracts, controversies, agreements, promises, doings, omissionssums of money, damages, executions, obligations, judgments 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 Partiesdemands are based upon Known Facts; provided, however, that nothing contained in this Section 15(b) shall apply to, or release the foregoing covenant not to xxx shall not apply to or prohibit enforcement Executive Released Parties from, any obligation of the terms of Executive contained in this Agreement.

Release by Company. In consideration for Except with respect to the general release by Executive’s obligations under the Agreement, including but not limited to the covenants entered into pursuant to the eligibility requirements of the Agreement, and as otherwise provided in the provison at the end of this sentence, the Company, on behalf of the Company Partiesand its agents, hereby fullysubsidiaries, foreverattorneys, unconditionally and irrevocably releases and discharges Executive and each of Executive’s affiliates, spouserepresentatives, successors, and assigns, hereby release, acquit and forever discharge the Executive, and Executive’s heirs, executors, administratorsassigns, representatives, agents, heirs legal representatives, and assigns (together with Executivepersonal representatives, the “Executive Parties”) of and from any and all claims, liabilities, demands, causes of action, liabilities, charges, complaints, , actions, suits, rights, debts, sums of money, costs, accountsexpenses, reckonings, covenants, contracts, agreements, promises, doings, omissionsattorneys fees, damages, executions, obligations, indemnities and expenses (including attorneys’ fees and costs), obligations of every kind and nature, in law, equity equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, that arising out of or in any way related to agreements, events, acts or conduct at any time prior to the day prior to execution of the Company Parties ever had or now have against any or all of the Executive Partiesthis Release, however originating or existing, from the beginning of time through the Effective Date, including, including but not limited to, : any and all claims and demands directly or indirectly arising out of or relating in any way connected with the Executive’s employment with the Company or a Company affiliate (hereinafter referred to the relationship between Executive and the Companyas a “Claim” or collectively, the services performed by Executive for the Company“Claims”); provided, Executive’s cessation of services to the Companyhowever, that, notwithstanding any other term or provision hereof, any Claim or Claims rising out of, under, or otherwise. Notwithstanding anything resulting from, in this Agreement to the contrarypart or whole, 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 illegal or fraudulent act(s) or illegal or fraudulent omission(s) to act of any jurisdiction or in any agency or other unit of any governmental authority, local, state, national or foreignExecutive, (ii) with any arbitral bodyaction(s) or omission(s) to act which would constitute self-dealing or a breach of Executive’s confidentiality obligations to the Company or any affiliate thereof, forum or arbitration tribunala breach of the Confidentiality Agreement executed by Executive, or (iii) in any mediation proceeding, against any policy of the Executive Parties; providedCompany, howeveras the same may be in effect from time to time, that regarding the ability of the Company to recoup bonus or incentive payments as a result of the Company being required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, are hereby expressly excluded in their entirety from the foregoing covenant release, acquittal and discharge and are unaffected thereby (any Claim or Claims not so excluded pursuant to xxx shall not apply this proviso being hereinafter referred to or prohibit enforcement of as a the terms of this Agreement“Company Claim” or, collectively, as the “Company Claims”).

Release by Company. In consideration for the general release by Executive, the a. The Company, on behalf of the Company Partiesfor itself and its predecessors, successors, assigns, acquirers, parents, direct and indirect subsidiaries, affiliates, and all such entities' officers, directors, agents, representatives, partners, shareholders, insurers, attorneys, and employees (both current and former), hereby fullyreleases, foreverdismisses, unconditionally and irrevocably releases and forever discharges Executive and each of Executive’s affiliates, spousehis dependents, successors, executorsassigns, administratorsheirs, agents, heirs executors and assigns administrators (together with Executiveand his and their legal representatives of every kind) (collectively, the “"Executive Released Parties”") from from, and agrees to indemnify each of the Executive Released Parties against, any and all claimsarbitrations, claims (including claims for attorney's fees), demands, causes of action, liabilities, charges, complaints, , actionsdamages, suits, rightsproceedings, debts, sums actions and/or causes of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, and expenses (including attorneys’ fees and costs), action of every any kind and natureevery description, in law, equity whether known or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, that any of which the Company Parties ever now has or may have had for, upon, or now have against by reason of any or all of the Executive Partiescause whatsoever, however originating or existing, from the beginning of time through the Effective Date, including, including but not limited to, : (i) any and all claims claims, directly or indirectly, arising out of or relating to: (A) Executive's employment with the Company; and (B) Executive's separation from employment as the Company's Executive Vice President, Chief Financial Officer and any other position described in Section 1 of this Amendment; and (ii) any and all claims of breach of any contract or promise, express or implied. b. Limitations on scope of the release in Section 8(a): The foregoing release does not waive rights or claims that may arise after the date this Amendment is executed or that cannot be waived as a matter of law. The foregoing release also does not waive any of the Company's rights regarding clawback or Executive forfeiture of compensation and related amounts, including as described under Section 12 of this Amendment and does not waive any breach or violation of this Amendment by Executive. c. The Company understands and acknowledges that the consideration provided under this Amendment is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that the Company ever had or now may have or ever will have against the Executive Released Parties 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 extent provided 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. 8. d. The Company hereby covenants, promises further understands 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 acknowledges that: (i) The release provided for in any court of any jurisdiction or this Section 8 is in any agency or other unit of any governmental authorityexchange for the additional consideration provided for in this Amendment, local, state, national or foreign, to which consideration the Company was not heretofore entitled; and (ii) The Company has consulted with any arbitral bodylegal counsel prior to executing this Amendment and the release provided for in this Section 8, forum or arbitration tribunalhas had an opportunity to consult with and to be advised by legal counsel of its choice, 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 fully understands the terms of this AgreementAmendment, and enters into this Amendment freely, voluntarily and intending to be bound.

Release by Company. In consideration of the entry by Consultant into this Release and other consideration provided for in the general release Agreement and this Release, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Executivethe Company, the Company, on the Company’s own behalf and on behalf of the Company PartiesCompany’s agents, hereby fullyadministrators, forever, unconditionally and irrevocably releases and discharges Executive and each of Executive’s affiliates, spouserepresentatives, successors, executorsdevisees and assigns (collectively, administratorsthe “Company Releasing Parties”) hereby fully releases, agentsremises, acquits and forever discharges Consultant, his successors, heirs and assigns (together with Executivecollectively, the “Executive Consultant Released 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 jointly and natureseverally, in from any and all Claims, whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity equity, administrative, statutory or otherwise, known and unknownwhether for injunctive relief or compensatory, suspected and unsuspectedpunitive or any other kind of damages, disclosed and undisclosed, that which any of the Company Releasing Parties ever have had in the past or now presently have against any the Consultant Released Parties, and each of them, arising from or all relating to Consultant’s engagement by the Company or its affiliates pursuant to the Agreement, termination of the Executive PartiesAgreement or any circumstances related thereto, however originating or existingany other matter, cause or thing whatsoever, from the beginning of time through and up and including the Effective Datedate of this Release’s execution, includingother than Claims arising from, but not limited toas a result of, any and all claims arising out of in connection with, or relating to the relationship between Executive and the CompanyConsultant’s fraud, willful misconduct, or gross negligence. Except as required by law, the services performed Company agrees that it will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against Consultant arising from, concerned with, or otherwise relating to, in whole or in part, Consultant’s engagement by Executive for the Company, Executive’s cessation of services Company or affiliates pursuant to the CompanyAgreement, termination of the Agreement or otherwise. Notwithstanding anything in this Agreement to any circumstances related thereto or any of the contrary, the claims matters discharged and 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 AgreementRelease.

Release by Company. In consideration for the general foregoing release by ExecutiveDamaj and the covenants set forth herein, the Company, on behalf of the Company Partiesitself, hereby fullyits agents, foreverassigns, unconditionally and irrevocably releases and discharges Executive successors and each of Executive’s affiliatesthem, spousevoluntarily releases and forever discharges Damaj and his heirs (collectively referred to as the “Damaj Releasees”) generally from all Claims that, successors, executors, administrators, agents, heirs and assigns (together with Executiveas of the date when the Company signs this Agreement, the “Executive Parties”) from all claimsCompany ever had, 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 now claims to have or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, that any of the Company Parties ever claimed to have 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 PartiesDamaj Releasees; provided, however, that the foregoing covenant not to xxx Company shall not apply be deemed to release any Claims relating to: (A) any rights provided under this Agreement, or prohibit enforcement (B) any Claims that involve actions or conduct by any of the terms Damaj Releases that would constitute criminal conduct or a violation of federal or state securities laws, rules or regulations, in each case involving or directly relating to the Company. Subject to the foregoing limitation, this release by Company pursuant to this Agreement is intended to have the broadest possible application and includes, without limitation, all Claims relating to any transactions (including without limitation any related party transactions involving Damaj) or occurrences between them through the time the Company signs this Agreement, including the Prior Agreement, Damaj’s employment with the Company and the termination of Damaj’s employment; any tort, contract, common law, constitutional or statutory claims; Claims under other federal or state statutes; of defamation or other torts; of violation of public policy; and for damages or other legal or equitable remedies of any sort, including, without limitation, compensatory damages, punitive damages, indirect damages, injunctive relief and attorney’s fees. Notwithstanding the foregoing, the Company does not release any rights that cannot be waived. (A) The Company expressly waives its right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by the Company or on its behalf, related in any way to the matters released herein or related to the matters described in the preceding paragraph. (B) The Company declares and represents that it intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and the Company intends the release herein to be final and complete. The Company executes this release with the full knowledge that this release covers all possible claims against the Damaj Releasees to the fullest extent permitted by law.

Release by Company. In consideration for the general release by the Executive, the Company, on behalf of the Company Parties, hereby fully, forever, unconditionally and irrevocably releases and discharges Executive and each of Executive’s the Executives affiliates, spouse, successors, executors, administrators, agents, heirs and assigns (together with the Executive, the “"Executive Parties”") from all claims, demands, causes of action, liabilities, charges, complaints, complains, 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 Dateto March 1, 2023, including, but not limited to, any and all claims arising out of or relating to the relationship between the Executive and the Company, the services performed by the Executive for the Company, the Executive’s 's cessation of services to the Company, or otherwise. Notwithstanding anything in this Agreement to the contrary, the claims released in this Section 9 clause 6 (the “"Company Released Claims”") do not include, and nothing contained herein shall operate to release any of the Executive’s 's promises and obligations under this Agreement (including Agreement, the Exhibits hereto) US RCA or with respect to any fraud or gross negligence of the 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 sue shall not apply to or prohibit enforcement of the terms of this Agreement.

Release by Company. In consideration of the entry by Executive into this Release and other consideration provided for in the general release Agreement and this Release, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Executivethe Company, the Company, on the Company’s own behalf and on behalf of the Company PartiesCompany’s agents, hereby fullyadministrators, forever, unconditionally and irrevocably releases and discharges Executive and each of Executive’s affiliates, spouserepresentatives, successors, executorsdevisees and assigns (collectively, administratorsthe “Company Releasing Parties”) hereby fully releases, agentsremises, acquits and forever discharges Executive, his successors, heirs and assigns (together with Executivecollectively, the “Executive Released 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 jointly and natureseverally, in from any and all Claims, whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity equity, administrative, statutory or otherwise, known and unknownwhether for injunctive relief or compensatory, suspected and unsuspectedpunitive or any other kind of damages, disclosed and undisclosed, that which any of the Company Releasing Parties ever have had in the past or now presently have against any or all of the Executive Released Parties, however originating and each of them, arising from or existingrelating to Executive’s employment with the Company or its affiliates or the termination of that employment relationship or any circumstances related thereto, or any other matter, cause or thing whatsoever, from the beginning of time through and up and including the Effective Datedate of this Release’s execution. Except as required by law, includingthe Company agrees that it will not commence, but not limited maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against Executive arising from, concerned with, or otherwise relating to, any and all claims arising out of in whole or relating to the relationship between Executive and the Company, the services performed by Executive for the Companyin part, Executive’s cessation employment or separation from employment with the Company or any of services to the Company, or otherwise. Notwithstanding anything in this Agreement to the contrary, the claims matters discharged and 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 AgreementRelease.

Release by Company. In consideration for the general release by ExecutiveExcept as specifically provided in this Agreement, the CompanyCompany IRREVOCABLY AND UNCONDITIONALLY RELEASES, on behalf ACQUITS, FOREVER DISCHARGES AND COVENANTS NOT TO XXX OR OTHERWISE PARTICIPATE IN ANY ACTION AGAINST the Executive (in his capacity as an officer and/or as a member of the Company Partiesboard of directors of the Company) and his agents, hereby fullyattorneys, forever, unconditionally representatives and irrevocably releases and discharges Executive and each of Executive’s affiliates, spousetheir guardians, successors, executorsassigns, administratorsheirs, agentsexecutors and administrators (all of which persons and entities are hereinafter collectively referred to as "Company Releasees"), heirs from or regarding any and assigns (together with Executive, the “Executive Parties”) from all claims, demandscounterclaims, actions, causes of action, liabilities, chargescross-claims, complaints, grievances, actionspromises, suitsliabilities, obligations, agreements, damages, rights, debts, sums of moneydemands, controversies, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligationslosses, and expenses (including including, without limitation, attorneys’ fees ' fees, court costs and costs), expenses) of every kind and naturewhatever nature or kind, in lawlaw or in equity, equity or otherwise, whether now known and or unknown, suspected and unsuspected, disclosed and undisclosed, that which the Company now has or may ever have had prior to the Effective Date against all or any of the Company Parties ever had or now have against any or all of Releasees. Without limiting the Executive Partiesforegoing, 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 Companyexcept as provided in this Agreement, 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, release 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 set forth in the immediately preceding sentence applies to all claims under any municipal, local, state or prohibit enforcement federal law, common or statutory, for any actions or omissions, whether known or unknown, that arise from, relate to, or are in any way connected with: (a) the negotiation, documentation, execution and performance (and failure of performance) of any aspect of the terms Employment Agreement, (b) the Executive's employment (and termination of this employment) by the Company, (c) claims of breach of contract and any other federal, state or local laws, (d) claims made by Executive in an August 16, 2002 letter to the Company in which Executive made claims for an extra year of paid consulting, a full bonus for the Company's fiscal year 2003, extension of medical benefits and coverage beyond the period provided in the Employment Agreement, the purchase by the Company of the Executive's Providence, Rhode Island residence and payments for out-placement services, (e) payments by the Company to Executive in respect of relocation in the amount of $550,000 (Five Hundred Fifty Thousand Dollars) in accordance with GTECH's Relocation Policy and (f) any claims by Company for tax indemnification relating to Peak Technologies under Section 5(e) of the Employment Agreement. This release and covenant not to xxx also applies to all common law claims including breach of contract, fraud, negligence, negligent misrepresentation, and any other tort, contract, or other claim, and EXCEPT AS PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THIS IS A FULL, COMPLETE AND GENERAL RELEASE. The Company further represents and warrants that it has not heretofore assigned any claims that it may have against the Executive to any other person or entity.

Release by Company. In consideration of the entry by Consultant into this Release and other consideration provided for in the general release Agreement and this Release, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Executivethe Company, the Company, on the Company’s own behalf and on behalf of the Company PartiesCompany’s agents, hereby fullyadministrators, forever, unconditionally and irrevocably releases and discharges Executive and each of Executive’s affiliates, spouserepresentatives, successors, executorsdevisees and assigns (collectively, administratorsthe “Company Releasing Parties”) hereby fully releases, agentsremises, acquits and forever discharges Consultant, her successors, heirs and assigns (together with Executivecollectively, the “Executive Consultant Released 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 jointly and natureseverally, in from any and all Claims, whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity equity, administrative, statutory or otherwise, known and unknownwhether for injunctive relief or compensatory, suspected and unsuspectedpunitive or any other kind of damages, disclosed and undisclosed, that which any of the Company Releasing Parties ever have had in the past or now presently have against any the Consultant Released Parties, and each of them, arising from or all relating to Consultant’s engagement by the Company or its affiliates pursuant to the Agreement, termination of the Executive PartiesAgreement or any circumstances related thereto, however originating or existingany other matter, cause or thing whatsoever, from the beginning of time through and up and including the Effective Datedate of this Release’s execution, includingother than Claims arising from, but not limited toas a result of, any and all claims arising out of in connection with, or relating to the relationship between Executive and the CompanyConsultant’s fraud, willful misconduct, or gross negligence. Except as required by law, the services performed Company agrees that it will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against Consultant arising from, concerned with, or otherwise relating to, in whole or in part, Consultant’s engagement by Executive for the Company, Executive’s cessation of services Company or affiliates pursuant to the CompanyAgreement, termination of the Agreement or otherwise. Notwithstanding anything in this Agreement to any circumstances related thereto or any of the contrary, the claims matters discharged and 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 AgreementRelease.

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 '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 's cessation of services to the Company, or otherwise. Notwithstanding anything in this Agreement to the contrary, the claims released in this Section 9 5 (the “"Company Released Claims”") do not include, and nothing contained herein shall operate to release any of Executive’s '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. In consideration The Preferred Member hereby represents and warrants to the Company that, to the knowledge of the Preferred Member, no Company Releasor (as defined below) has nor is there any reason known to the Preferred Member to believe that any Company Releasor will have any Company Claim (as defined below) against any Preferred Member Releasee (as defined below). Subject to (i) receipt by the Company or its designees of the membership unit certificates and related membership unit transfer powers (or affidavits of lost certificates and indemnity agreements) and (ii) the satisfaction of each of the conditions precedent set forth in this Agreement, and except for the general Company Excepted Matters (as defined below) (which Company Excepted Matters are not subject to the release by Executivecontained in this Section 8), the Company, on behalf of the Company Parties, hereby fully, forever, unconditionally and irrevocably releases and discharges Executive itself and each of Executive’s its affiliates, spouseofficers, successorsdirectors, executorsemployees, administratorsequity holders, agentsparticipants, heirs investors, partners (limited or general), managers and assigns agents (together with Executivecollectively, the “Executive PartiesCompany Releasors”), hereby acknowledges, stipulates, covenants, and agrees that neither it nor any other Company Releasor has any claims or causes of action of any kind whatsoever against the Preferred Member, or any of its affiliates, or any of its or their respective designees to the board of managers of the Company, officers, directors, employees, equity holders, investors, partners (limited or general), managers or agents (collectively, the “Preferred Member Releasees”) and hereby irrevocably releases, acquits, and forever discharges each Preferred Member Releasee, and each of its, his or her respective affiliates from any and all claims, demands, causes or rights of action, liabilities, chargesand obligations of any kind, complaintstype or nature, known or unknown, actionsanticipated or unanticipated from before and through and including the date of the Closing (“Company Claims”). The Company, suitson behalf of itself and each of its affiliates, officers, directors, employees, equity holders, investors, partners (limited or general), managers and agents, represents that it is entering into this Agreement freely, and with the advice of counsel as to its legal alternatives. “Company Excepted Matters” means (i) any and all rights, debtsprivileges, sums entitlements and claims of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligationsany kind or description of any Company Releasor arising out of this Agreement, and expenses (including attorneys’ fees and costs)ii) Company Claims arising directly or indirectly out of fraud, willful misconduct, bad faith or unlawful acts 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 AgreementPreferred Member Releasees.