Release by Employer. In consideration of the Executive executing and delivering this Agreement, the Employer and each of the Employer’s respective subsidiaries, affiliates, successors and assigns (collectively, the “Employer Releasors”) hereby irrevocably and unconditionally release and forever discharge the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns from any and all Claims, including, without limitation, any Claims under any federal, state, local or foreign law, that the Employer Releasors may have, or in the future may possess, whether known or unknown, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Employer or any parents, subsidiaries or affiliated companies and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof.
Release by Employer. (a) The Company (which is defined for this Section 7 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, and assigns) hereby fully and generally releases, waives and forever discharges Employee, his successors, administrators, heirs and assigns (collectively “Employee”), from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which the Company has or may have from the beginning of the world through the Effective Date of this Agreement, including, but not limited to, all claims referring or relating to Employee’s employment with the Company.
(b) The foregoing release by the Company includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing:
(i) if and to the extent Employee is charged with or is the target or subject of allegations of criminal conduct by any federal, state or foreign governmental body, agency or instrumentality, the Company’s release of Employee set forth in Section 7(a) of this Agreement does not include any claims based upon or arising out of such criminal conduct;
(ii) Section 6 of the Employment Agreement (which addresses Employee’s Confidentiality, Non-Competition and Non-Solicitation obligations), remains in full force and effect; and
(iii) nothing herein shall prevent the Company from instituting any action required to enforce the terms of this Agreement.
(d) The Company acknowledges and agrees that this release is an essential and material term of this Agreement and that, without such release, no agreement would have been reached by the Parties.
(e) To the maximum extent permitted by law, the Company (as defined in Section 7(a) hereinabove) covenants not to xxx or to institute or cause to be instituted any action in any federal, state, or local agency or court against Employee asserting any of the claims released in this Agreement.
(f) Notwithstanding the foregoing, in the event an person or entity who is a beneficiary of the release contained in this Section 7 files a claim or action against the Company (as defined in Section 4 above) that is encompassed within the scope of the release provided to Company pursuant to Section 4 above, then the release and covenant not t...
Release by Employer. Company and Employer, for and on behalf of Company and Employer and each Employer Party, does hereby covenant not to xxx or contest, by litigation, arbitration or otherwise, and fully and forever remises, releases, discharges and acquits Employee, and any Employee Releasing Party, for, of, from and against any and all claims, wages, benefits, covenants, suits, actions, demands, obligations, liabilities, indebtedness, accounts, judgments, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action of every type, nature and kind or description, debts, amounts of money, accounts, compensations, 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, committed or omitted prior to this Agreement, each as though fully set forth herein at length that in any way arise out of, are connected with, or relate to (i) Employee’s employment by Employer or any Employer Party; (ii) the cessation of Employee’s employment; (iii) Employee’s breach of contract (except for a breach of this Agreement), including without limitation the Employment Agreements, or other violation of rules pertaining to Employee’s employment and (iv) any other claim, loss, damages or injury, known or unknown, suspected or unsuspected, liquidated or unliquidated, which arises from or related in any way to any conduct of the Employee during the time of employment by Employer or any Employer Party irrespective of the nature of the conduct, but expressly excluding claims, liability, damages, penalties, levies, fines, costs or expenses suffered or incurred by Employer or Company or any Employer party due to the reckless or intentional violation by Employee of any state or federal law, rule or regulation applicable to Employer or any Employer Party during the term of employee’s employment (collectively “Employer Released Claims”). The Employee Released Claims and the Employer Released Claims are collectively referred to as the “Released Claims”.
Release by Employer. Employer hereby irrevocably and unconditionally releases, acquits and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, which Employer now has, owns or holds, or claims to have, own or hold, or which Employer at any time heretofore had, owned or held, or claimed to have, own or hold against Employee. However, unless otherwise required by law, Employer does not expressly or impliedly agree to indemnify Employee in any litigation arising from Employee’s employment, and Employee acknowledges that Employer has no such obligation to indemnify Employee.
Release by Employer. In exchange for the consideration provided by Mx. Xxxxxx, Employer hereby releases and forever discharges Mx. Xxxxxx from any and all claims, demands, causes of action, obligations, charges, damages, liabilities, attorneys’ fees, and costs of any nature whatsoever, contingent, or non-contingent, matured or unmatured, liquidated or unliquidated, whether or not known, suspected or claimed, which Employer had, now has, or may claim to have had as of the Effective Date of this Agreement. This total release includes, but is not limited to, all claims arising directly or indirectly from Mx. Xxxxxx’x employment with Employer and the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, vacation pay, fringe benefits and expense reimbursements pursuant to any federal, state or local law or cause of action, including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, infliction of emotional harm, wrongful discharge, violation of public policy, defamation and impairment of economic opportunity; by reason of any act or omission whatsoever, concerning any matter, cause or thing, including, without limiting the generality of the foregoing, any claims, demands, causes of action, obligations, charges, damages, liabilities, attorneys’ fees and costs relating to or arising out of any alleged violation of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or a tort, or Initials -3- Date any legal restrictions on any of Employer’s right to terminate Mx. Xxxxxx, or any federal, state, municipal or other governmental statute, public policy, regulation or ordinance.
Release by Employer. Employer knowingly and voluntarily releases and forever discharges Employee of and from any and all claims, known and unknown, asserted or unasserted, which Employer has or may have against Employee, at law or in equity, as of the Effective Date of this Separation Agreement. Notwithstanding the foregoing, nothing herein shall release or affect Employer’s claims concerning its rights under this Separation Agreement, or any act by Employee concerning intentional acts of Employee such as fraud, embezzlement, defamation, conversion and/or criminal conduct.
Release by Employer. Subject to the performance by you of your obligations hereunder, quepasa hereby waives and releases all claims, demands, rights, liabilities and cause of action and claims of every nature, whether known or unknown, which quepasa may have against you arising or accruing at any time up to and including the date hereof. quepasa (on behalf of quepasa) agrees that the foregoing claims are forever barred by this Agreement, regardless of the forum in which they may be brought, and covenants not to initiate any proceedings based on any such claim.
Release by Employer. In consideration of the foregoing release from you and other valuable consideration described in this Agreement (including your continued future cooperation as provided in Section 10 of this Agreement), except as otherwise provided herein, the Company (plus its parents, subsidiaries, affiliates, predecessors, successors and any other entity related to it and all of its and their past and present directors, officers, employees and anyone else acting for any of them) releases you from all claims of any type to date, known or unknown, suspected or unsuspected, which it ever had, now has or may have against you arising out of or related to (i) your employment with, or service as an officer of, the Company or any of its affiliates, (ii) any events that may have occurred during the course of such employment or service, or (iii) your separation from the Company, including but not limited to: ● all such claims and causes of action arising under any federal, state or local statute, regulation or ordinance; ● all such claims and causes of action in tort or contract (express and implied) or under any other common law theory; and ● all such claims and causes of action by or on behalf of the Company or its affiliates arising from or related to any current or future investigations or prosecutions by or on behalf of any governmental or self-regulatory body. Excepted from the foregoing release by the Company are: (i) any claims that cannot be released or waived as a matter of law; (ii) any claims that arose or accrued after the Separation Date; and (iii) currently pending litigation (including stockholder derivative litigation) by or on behalf of the Company.
Release by Employer. Employer does hereby and forever release and discharge Employee (and his agents, heirs, executors and administrators) from any and all causes of action or claims of whatsoever kind or character whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which Employer has or may have by reason of any and all acts, omissions, events or facts occurring or existing on or prior to the Effective Date attributable to or arising from the employment of Employee by Employer (whether pursuant to the Employment Agreement or otherwise) or the termination thereof, whether arising under any federal, state or other governmental statute, regulation or ordinance or common law or equity on any theory of pleading or proof. The foregoing will not be deemed to release any claim by Employer (1) to enforce the Employment Agreement or this Agreement or (2) for any acts of fraud, willful misconduct or gross negligence engaged in by Employee while serving as an executive officer of the Company.
Release by Employer. Employer on behalf of itself and each of its predecessors, successors and assigns, fully releases and discharges Employee of and from any and all liabilities, claims, demands, contracts, debts, obligations and causes of action, in law, equity, or otherwise, that Employer, individually or jointly, has held, now holds or may hold in the future, known or unknown, concealed or hidden, suspected or unsuspected, which was created or arose out of any matter, cause, thing or transaction whatsoever, from the beginning of time to the date hereof. Notwithstanding the foregoing, the following obligations and covenants shall not be released:
(a) The provisions of Section 7 of the Employment Agreement relating to confidentiality.
(b) The License Agreement dated as of July 23, 1997 between Employer and Employee (which License Agreement is being concurrently assigned to Imperial Credit Industries, Inc. by Employer pursuant to that certain Asset Purchase Agreement between Employer and Imperial Credit Industries, Inc. of even date). Initiated: ___ (by _________________)
