Common use of Release by the Company Clause in Contracts

Release by the Company. In consideration of the representations, warranties, promises, covenants, and releases provided by Employee, the adequacy and sufficiency of which are acknowledged, the Company, on behalf of itself and its successors and assigns, forever releases the Employee, and his heirs, successors and assigns, from and against any and all claims, damages, causes of action, and liabilities whatsoever, whether known or unknown, absolute or contingent, accrued or unaccrued, that the Company may have or claim to have against Employee up to the date Employee signs this Agreement. This release includes but is not limited to, any and all claims arising out of any federal, state or local law, ordinance, rule or regulation; claims arising from or in any way connected with Employee’s employment, association or other contacts with the Company and the termination of Employee’s employment; claims based upon express or implied contract and claims for breach of contract; claims for breach of fiduciary duty or of any other duty under applicable corporate law, usurpation of corporate opportunity and corporate waste; claims for promissory estoppel, fraud, misrepresentation, or tortious interference with contract or prospective business relations; claims for breach of any covenant of good faith and fair dealing; claims for torts, including defamation, disparagement, misappropriation of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up to the date Employee signs this Agreement. Notwithstanding the foregoing, this Release is not intended to waive or release any claims against Employee for any representation or warranty made by Employee in this Agreement or in the event Employee, following the date Employee signs this Agreement, breaches this Agreement, or the Confidential Information, Assignment of Inventions and Noncompetition Agreement attached as Exhibit A to the Employment Agreement (the “Confidentiality Agreement”).

Release by the Company. In consideration of the representations, warranties, promises, covenants, and releases provided by Employee, the adequacy and sufficiency of which are acknowledgedfor receiving Executive’s release hereunder, the Company, on behalf of itself and its successors and assigns, forever releases the Employeeother members of the Company Group, and his heirseach of them, successors does hereby irrevocably and assignsunconditionally release, acquit and forever discharge Executive from and against any and all claims, damagesdemands, actions, causes of action, costs, attorney fees, and liabilities all liability whatsoever, whether known or unknown, absolute fixed or contingent, accrued or unaccrued, that which the Company Group has, had, or may have or claim to ever have against Employee Executive relating to or arising out of Executive’s employment or separation from employment with the Company Group, from the beginning of time and up to and including the date Employee signs the Company executes this AgreementRelease. This release includes Release includes, without limitation, claims based on the Employment Agreement, Executive’s employment with the Company and any of its affiliates, and any services provided by Executive to the Company and any of its affiliates, and including, but is not limited to, any and all claims arising out of any under federal, state or local lawlaws, ordinancestatutes or ordinances, rule including any claim of tort or regulation; contract, or common law claims arising thereunder. This Release is intended to be effective as a general release of and bar to all claims as stated in this Section 5. Accordingly, the Company Group specifically waives all rights under California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Notwithstanding the foregoing provisions of this Section 5, nothing herein shall release Executive from (i) any act that constitutes a criminal act under any Federal, state or in any way connected with Employeelocal law committed or perpetuated by Executive during the course of Executive’s employment, association or other contacts employment with the Company and Group prior to the termination execution date of Employee’s employmentthis Release (including any criminal act of fraud, material misappropriation of funds or embezzlement, or any other criminal action); claims based upon express (ii) any act of fraud, willful misconduct or implied contract and claims for breach of contract; claims for breach of fiduciary duty committed by Executive in connection with his employment with the Company Group prior to the execution date of this Release; or of any other duty (iii) Executive’s continuing obligations under applicable corporate law, usurpation of corporate opportunity and corporate waste; claims for promissory estoppel, fraud, misrepresentation, or tortious interference with contract or prospective business relations; claims for breach of any covenant of good faith and fair dealing; claims for tortsthe Separation Agreement, including defamation, disparagement, misappropriation the provisions of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up to the date Employee signs this Agreement. Notwithstanding the foregoing, this Release is not intended to waive or release any claims against Employee for any representation or warranty made by Employee in this Agreement or in the event Employee, following the date Employee signs this Agreement, breaches this Agreement, or the Confidential Information, Assignment of Inventions and Noncompetition Agreement attached as Exhibit A to the Employment Agreement (the “Confidentiality Agreement”)Section 4 thereof.

Release by the Company. In consideration The Company warrants and represents that it has no knowledge, at the time of the representationssigning of this Agreement, warrantiesthat Mr. Olvey has participated xx xxxxxxd in any type of misconduct, malfeasance, violation of the Company's policies or illegal acts. Mr. Olvey warrants and repxxxxxxx xx the Company that he has not participated or engaged in any type of misconduct, malfeasance, violation of the Company's policies or illegal acts. In reliance on these warranties and representations by Mr. Olvey, the Company agrexx xx, xy the signing of this Agreement and its acceptance of Mr. Olvey's representationx, xxxxxxxxs, releases, and waivers provided by Mr. Olvey hereunder, irrevxxxxxx xxd unconditionally release Mr. Olvey from all damages, xxxxxxx, lawsuits or claims the Company may have, whether based on contract, tort, statute, or common law, arising from his employment with the Company and/or the conclusion of that employment, or from his service as a director and officer of the Company and each subsidiary thereof, including, but not limited to, a release of any rights or claims the Company may have under applicable law, or any other charges, complaints, claims, liabilities, obligations, promises, covenantsagreements, and releases provided by Employee, the adequacy and sufficiency of which are acknowledged, the Company, on behalf of itself and its successors and assigns, forever releases the Employee, and his heirs, successors and assigns, from and against any and all claimscontroversies, damages, causes actions, suits, rights, demands, losses, debts and/or expenses (including attorneys' fees and costs actually incurred) of actionany nature, and liabilities whatsoever, whether known or unknown, absolute suspected or contingent, accrued or unaccrued, that unsuspected which the Company may have or claim to have against Employee up to the date Employee signs this Agreement. This release includes but is not limited to, any and all claims arising out of under any federal, state or local law, ordinance, rule or regulation; claims arising from or in any way connected with Employee’s employment, association or other contacts with the Company and the termination of Employee’s employment; claims based upon express or implied contract and claims for breach of contract; claims for breach of fiduciary duty or of any other duty under applicable corporate known or unknown claims in contract, tort or common law, usurpation of corporate opportunity and corporate waste; including, but not limited to, actions for libel, slander, defamation or small claims for promissory estoppel, fraud, misrepresentation, or tortious interference with contract or prospective business relations; claims for breach of any covenant of good faith and fair dealing; claims for torts, including defamation, disparagement, misappropriation of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up to accruing through the date Employee signs of its signing of this Agreement. Notwithstanding ; provided, however, that this waiver does not apply to claims or rights that accrue after the foregoing, this Release is not intended to waive or release any claims against Employee for any representation or warranty made by Employee in date the Company signs this Agreement or in claims to enforce the event Employee, following terms of this Agreement brought by the date Employee signs this Agreement, breaches this Agreement, or the Confidential Information, Assignment of Inventions and Noncompetition Agreement attached as Exhibit A to the Employment Agreement (the “Confidentiality Agreement”)Company.

Release by the Company. In consideration The Company represents and warrants that it has no knowledge, at the time of the signing of this Agreement, that Xx. Xxxxxxx has participated or engaged in any type of misconduct, malfeasance, violation of the Company’s policies or illegal acts. Xx. Xxxxxxx represents and warrants to the Company that he has not participated or engaged in any type of misconduct, malfeasance, violation of the Company’s policies or illegal acts. In reliance on these warranties and representations by Xx. Xxxxxxx, the Company agrees to, by the signing of this Agreement and its acceptance of Xx. Xxxxxxx’x representations, warrantiescovenants, releases, and waivers provided by Xx. Xxxxxxx hereunder, irrevocably and unconditionally release Xx. Xxxxxxx from all damages, actions, lawsuits or claims the Company may have, whether based -5- on contract, tort, statute, or common law, arising from his employment with the Company and/or the conclusion of that employment, or from his service as a director and officer of the Company and each subsidiary thereof, including, but not limited to, a release of any rights or claims the Company may have under applicable law, or any other charges, complaints, claims, liabilities, obligations, promises, covenantsagreements, and releases provided by Employee, the adequacy and sufficiency of which are acknowledged, the Company, on behalf of itself and its successors and assigns, forever releases the Employee, and his heirs, successors and assigns, from and against any and all claimscontroversies, damages, causes actions, suits, rights, demands, losses, debts and/or expenses (including attorneys’ fees and costs actually incurred) of actionany nature, and liabilities whatsoever, whether known or unknown, absolute suspected or contingent, accrued or unaccrued, that unsuspected which the Company may have or claim to have against Employee up to the date Employee signs this Agreement. This release includes but is not limited to, any and all claims arising out of under any federal, state or local law, ordinance, rule or regulation; claims arising from or in any way connected with Employee’s employment, association or other contacts with the Company and the termination of Employee’s employment; claims based upon express or implied contract and claims for breach of contract; claims for breach of fiduciary duty or of any other duty under applicable corporate known or unknown claims in contract, tort or common law, usurpation of corporate opportunity and corporate waste; including, but not limited to, actions for libel, slander, defamation or small claims for promissory estoppel, fraud, misrepresentation, or tortious interference with contract or prospective business relations; claims for breach of any covenant of good faith and fair dealing; claims for torts, including defamation, disparagement, misappropriation of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up to accruing through the date Employee signs of its signing of this Agreement. Notwithstanding ; provided, however, that this waiver does not apply to claims or rights that accrue after the foregoing, this Release is not intended to waive or release any claims against Employee for any representation or warranty made by Employee in date the Company signs this Agreement or in claims to enforce the event Employee, following terms of this Agreement brought by the date Employee signs this Agreement, breaches this Agreement, or the Confidential Information, Assignment of Inventions and Noncompetition Agreement attached as Exhibit A to the Employment Agreement (the “Confidentiality Agreement”)Company.

Release by the Company. In consideration Subject to the Company’s rights under this Amendment, effective as of the representations, warranties, promises, covenants, and releases provided by Employee, the adequacy and sufficiency of which are acknowledgedFinal Closing Date, the Company, on behalf of itself to the fullest extent legally possible, hereby completely and its successors forever releases, waives and assigns, forever releases the Employeedischarges, and his heirsshall be forever precluded from asserting, successors and assigns, from and against any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of actionaction and liabilities, and liabilities whatsoeverof any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, absolute foreseen or contingentunforeseen, accrued whether or unaccruednot hidden or concealed, then existing in law, equity or otherwise, that the Company Company, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Seller, and Seller’s respective present or claim to have against Employee up former shareholders, directors, managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the date Employee signs this Agreement. This release includes but is not limited toFinal Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and all claims arising out of any federal, state or local law, ordinance, rule or regulation; claims liabilities arising from or in relating to the Surviving Covenants and Obligations (collectively, “Company Claims”), and other than, as applicable, any way connected with Employee’s employment, association or other contacts with rights under this Amendment to which the Company and is entitled. In making this waiver, the termination of Employee’s employment; claims based upon express Company acknowledges that it may hereafter discover facts in addition to or implied contract and claims for breach of contract; claims for breach of fiduciary duty or of any other duty under applicable corporate law, usurpation of corporate opportunity and corporate waste; claims for promissory estoppel, fraud, misrepresentation, or tortious interference different from those which the Company now believes to be true with contract or prospective business relations; claims for breach of any covenant of good faith and fair dealing; claims for torts, including defamation, disparagement, misappropriation of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up respect to the date Employee signs subject matter released herein, but agree that it has taken that possibility into account in reaching this AgreementAmendment and as to which the Company expressly assumes the risk. Notwithstanding the foregoingTHE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, this Release is not intended to waive or release any claims against Employee for any representation or warranty made by Employee in this Agreement or in the event EmployeePRESENT, following the date Employee signs this AgreementOR FUTURE ACTS, breaches this AgreementCLAIMS, or the Confidential InformationOR LAWS (INCLUDING ANY PAST, Assignment of Inventions and Noncompetition Agreement attached as Exhibit A to the Employment Agreement PRESENT, OR FUTURE ENVIRONMENTAL LAW (the “Confidentiality Agreement”INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW).

Release by the Company. In consideration of The Company and the representations, warranties, promises, covenants, and releases provided by Employee, the adequacy and sufficiency of which are acknowledged, the CompanyOperating Partnership, on behalf of itself themselves and its their successors and assigns, hereby irrevocably, unconditionally and forever releases the Employee, release and discharge McCreary and his affxxxxxxx, heirs, executors, administrators, counsel, successors and assigns, assigns from and against any and all complaints, claims, demands, damages, lawsuits, actions, causes of action, obligations and liabilities whatsoever, whether known or unknown, absolute or contingent, accrued which the Company or unaccruedthe Operating Partnership has or may have against McCreary for acts taxxx xx xim within the scope of his employment as an officer and employee of the Company; provided, however, that it is expressly agreed and understood that the release provided by the Company may and the Operating Partnership in this Section 9 shall only release any such complaints, claims, demands, damages, lawsuits, actions, causes of action and liabilities of which one or more members of the Companys Board of Trustees (excluding McCreary) has or havx xxxxxxdge, or, which, through the exercise of reasonable care, should have or claim to have against Employee up to had knowledge, on the date Employee signs of this Agreement. This Agreement and shall not waive or release includes any other complaints, claims, demands, damages, lawsuits, actions, causes of action and liabilities or that result from any breach by McCreary of the termx xx xxxs Agreement (including, but is not limited to, any representation, warranty, covenant or agreement made by him in this Agreement) or any breach by McCreary of Section 0 xx xxx Employment Agreement, of the share option agreements described in Section 4 hereof or of the agreements listed in Section 7 hereof. The Company and all claims arising out of any federal, state the Operating Partnership shall not sue or local law, ordinance, rule otherwise insxxxute or regulation; claims arising from cause to be instituted or in any way connected with Employee’s employmentvoluntarily participate in the prosecution of any complaints against McCreary released in xxxx Xxction 9 in any federal, association state, District of Columbia or other contacts with court, administrative agency or other forum concerning any claims released in this Section 9, except as required by law. The Company and the Operating Partnership irrevocably and unconditionally waive any and all rights to recover any relief and damages concerning any claims that are released in this Section 9. The Company and the Operating Partnership represent and warrant that they have not previously filed or joined in any such claims or lawsuits against McCreary or any of txx xxxxx persons or entities released in this Section 9, and that the Company and the termination of Employee’s employment; claims based upon express Operating Partnership have not given or implied contract and claims for breach of contract; claims for breach of fiduciary duty or sold any portion of any other duty under applicable corporate lawclaims released in this Section 9 to anyone else, usurpation of corporate opportunity and corporate waste; claims for promissory estoppelthat the Company and the Operating Partnership will indemnify and hold harmless the persons and entities released in this Section 9 from all liabilities, fraudclaims, misrepresentationdemands, or tortious interference with contract or prospective business relations; claims for breach costs, expenses and/or attorneys fees incurred as a result of any covenant of good faith and fair dealing; claims for torts, including defamation, disparagement, misappropriation of trade secrets, theft, conversion, gross negligence, negligence and any other wrongful conduct; any and all claims for attorney’s fees and costs. It is the Company’s express intent to enter into this full and final compromise of any and all claims against the Employee whatsoever up to the date Employee signs this Agreement. Notwithstanding the foregoing, this Release is not intended to waive such assignment or release any claims against Employee for any representation or warranty made by Employee in this Agreement or in the event Employee, following the date Employee signs this Agreement, breaches this Agreement, or the Confidential Information, Assignment of Inventions and Noncompetition Agreement attached as Exhibit A to the Employment Agreement (the “Confidentiality Agreement”)transfer.