Common use of Release by Xxxxxx Clause in Contracts

Release by Xxxxxx. Xxxxxx, in his individual capacity and on behalf of all of his present or former agents, representatives, employees, independent contractors, attorneys, insurers, parents, assigns, and affiliates (collectively, the “Xxxxxx Releasing Parties”), subject to the terms and conditions set forth herein, and timely payment of the Xxxxxx Redemption Payment and delivery of the Common Stock, hereby releases, acquits and forever discharges the Company, and all of its present or former agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (the “Company Released Parties”) from and against any and all debts, obligations, losses, costs, promises, covenants, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortuous conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever with respect to the Company Released Parties, including, but not limited to Xxxxxx’x ownership of the Series A Shares arising at any time through the date of this Agreement which any of the Xxxxxx Releasing Parties presently has, may have, or claim or assert to have with respect to any of the Company Released Parties. Xxxxxx acknowledges that he has been advised by his attorneys and are familiar with and understand the provisions of California Civil Code Section 1542 as well as all similar provisions of federal law and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to California Civil Code Section 1542, as amended, which provides as follows: “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.” Xxxxxx hereby voluntarily and expressly waives and relinquishes each and every right or benefit which he may have under California Civil Code Section 1542 and all applicable provisions of U.S. federal, California and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to the rights and benefits afforded under California Civil Code Section 1542, to the full extent that he may lawfully waive such rights. Xxxxxx acknowledges that it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true regarding any of the Released Parties, but agrees that he has taken that possibility into account and that it is the intention of Xxxxxx to fully, finally and forever settle any and all disputes related to the Company and the other Released Parties, including any and all obligation or dispute between him and the Company, now known or unknown, suspected or unsuspected related to the Releasing Party.

Release by Xxxxxx. (a) In exchange for the Settlement Payment described in Paragraph 1 and the release provided by ITG described in Paragraph 4, upon the Effective Date, Xxxxxx, in his individual capacity for himself and on behalf of all of his spouse, domestic partner, children, present or and former representatives, agents, representatives, employees, independent contractorsadvisers, attorneys, predecessors, successors, insurers, parentsadministrators, heirs, executors, assigns, trusts, trustees and affiliates beneficiaries, and all others acting or purporting to act on his behalf (collectively, the “Xxxxxx Releasing Parties”), subject to the terms hereby unconditionally and conditions set forth hereinirrevocably waives, and timely payment of the Xxxxxx Redemption Payment and delivery of the Common Stock, hereby releases, acquits releases and forever discharges the CompanyITG and each of its current and former agents, advisers, representatives, predecessors, successors, assigns, parent companies, subsidiaries, affiliates, beneficiaries, executors, administrators, insurers, reinsurers, sureties, auditors, attorneys, officers, directors, stockholders, employees, and all of its others acting or purporting to act on their behalf, past and present or former agents(collectively, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (the “Company ITG Released Parties”) ), from and against any and all debts, obligations, losses, costs, promises, covenants, contracts, endorsements, bonds, controversies, suitsdemands, actions, causes of action, misrepresentationscomplaints, defamatory statementssuits, tortuous conductaccounts, acts or omissionscovenants, rightscontracts, obligationsagreements, liabilitiesdamages, losses, judgments, damagesexecutions, orders, fees, costs, and expenses, and any and all claims, counterclaimsdemands and liabilities whatsoever of any kind, cross-claims, or demands, whether in law or in equity, asserted known or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actualunknown, suspected or unsuspected, known whether sounding in tort, contract, under state or unknownfederal law or any other rule, liquidated regulation or non-liquidatedauthority, including without limitation, any claims arising out of any kind or nature or description whatsoever with respect related to the Company Arbitration, which the Xxxxxx Releasing Parties have, or ever had, against the ITG Released Parties, from the beginning of time to the date of this Agreement, except for the matters set forth in Paragraph 5. Without limiting the generality of the foregoing, this waiver, release, and discharge includes, but is not limited to, any claim or right based upon or arising out of or relating in any way to Xxxxxx’x employment relationship or any other associations with ITG or any termination thereof, including, but not limited to, any claim for wrongful discharge or any claim or right arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to Xxxxxx’x ownership the following federal laws and, as applicable, the laws of the Series A Shares arising at any time through state and/or city in which Xxxxxx is or has been employed: the date Age Discrimination in Employment Act (“ADEA”), the Rehabilitation Act of this Agreement which any 1973, the Worker Adjustment and Retraining Notification Act, 42 U.S.C. Section 1981, Title VII of the Xxxxxx Releasing Parties presently hasCivil Rights Act of 1964, may havethe Pregnancy Discrimination Act, the Equal Pay Act, the Family and Medical Leave Act of 1993 (29 U.S.C. Section 2601, et seq.), the Employee Retirement Income Security Act (including, but not limited to, claims for breach of fiduciary duty), the Americans with Disabilities Act, the New York State Human Rights Law, New York State Constitution, New York Labor Law, New York Civil Rights Law, New York City Human Rights Law, New York Executive Law, or claim or assert to have with respect to any of the Company Released Parties. Xxxxxx acknowledges that he has been advised by his attorneys and are familiar with and understand the provisions of California Civil Code Section 1542 as well as all similar provisions of federal law and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to California Civil Code Section 1542, as amended, which provides as follows: “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.” Xxxxxx hereby voluntarily and expressly waives and relinquishes each and every right or benefit which he may have under California Civil Code Section 1542 and all applicable provisions of U.S. other federal, California and Nevada state lawstate, if anyor local constitutions, that may provide any right statutes, regulations, ordinances, or benefit that is similar in any material respect to the rights and benefits afforded under California Civil Code Section 1542laws, to the full extent that he may lawfully waive such rights. Xxxxxx acknowledges that it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true regarding any of the Released Partiesincluding, but agrees that he has taken that possibility into account and that it is the intention of Xxxxxx to fullynot limited to, finally and forever settle any and all disputes related laws or regulations prohibiting employment discrimination, harassment or retaliation. Upon the Effective Date, any ITG Released Party may plead this Agreement as a complete defense and bar to the Company and the other Released Parties, including any and all obligation or dispute between him and the Company, now known or unknown, suspected or unsuspected related to the Releasing Partyreleased claim brought in contravention hereof.

Release by Xxxxxx. Effective upon the execution of this Agreement, Xxxxxx, in his individual capacity together with its respective present, former and on behalf of all of his present or former agentsfuture directors, representativesofficers, partners, associates, employees, independent contractorsagents, servants, accountants, auditors, insurers, reinsurers, appraisers, investment advisors, underwriters, attorneys, insurersbrokers, parents, subsidiaries, affiliates, predecessors, successors, assigns, heirs, executors, personal representatives, estates and affiliates administrators, whether express or by operation of law (collectively, the “Xxxxxx Releasing Lender Parties”), subject to the terms and conditions set forth herein, and timely payment of the Xxxxxx Redemption Payment and delivery of the Common Stock, hereby releases, acquits releases and forever discharges Obligor and its present, former and future directors, officers, partners, associates, employees, agents, servants, accountants, auditors, insurers, reinsurers, appraisers, investment advisors, underwriters, attorneys, brokers, parents, subsidiaries, affiliates, predecessors, successors, assigns, heirs, executors, personal representatives, estates and administrators, whether express or by implication or operation of law (collectively, the Company“Obligor Parties”), and any entities and persons who acted or who may have been alleged to have acted on behalf of or in concert therewith, from all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including but not limited to attorney’s fees and expenses pursuant to contract, state statutes, federal statutes, common law, equity, and all relief which could be awarded on account of its present or former agentsany such claims), representativessums of money, employeesset offs, independent contractorsaccountings, directorsreckonings, shareholdersarbitrations, officersactions and causes of action of every kind and nature whatsoever (each a “Claim” and collectively, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (the “Company Released PartiesClaims”) from and against ), whether at law or in equity, whether in tort or contract, whether under any and all debtsfederal, obligations, losses, costs, promises, covenants, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortuous conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claimsstate, or demandslocal law, in law whether known or equityunknown, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, whether suspected or unsuspected, known whether actual or unknowncontingent, liquidated and whether matured or non-liquidatedunmatured, irrespective of any kind or nature or description whatsoever with respect legal theory, from the beginning of time to the Company Released Parties, including, but not limited to Xxxxxx’x ownership of the Series A Shares arising at any time through the date of this Agreement which any of the Xxxxxx Releasing Parties presently has, may have, or claim or assert to have with respect to any of the Company Released Parties. Xxxxxx acknowledges that he has been advised by his attorneys and are familiar with and understand the provisions of California Civil Code Section 1542 as well as all similar provisions of federal law and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to California Civil Code Section 1542, as amendedAgreement, which provides as follows: “A general release does not extend arise from or relate 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 thatLOC Agreement. Lender further agrees, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Xxxxxx hereby voluntarily and expressly waives and relinquishes each and every right or benefit which he may have under California Civil Code Section 1542 for itself and all applicable provisions of U.S. federal, California and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to the rights and benefits afforded under California Civil Code Section 1542Lender Parties, to the full extent that he may lawfully waive such rights. Xxxxxx acknowledges that it may hereafter discover facts in addition to or different indemnify and hold harmless each Obligor and Obligor Parties from those which it presently knows or believes to be true regarding any of the Released Parties, but agrees that he has taken that possibility into account and that it is the intention of Xxxxxx to fully, finally and forever settle any and all disputes related to the Company and the other Released Partiesdamages, costs, fees or expenses whatsoever, including reasonable attorneys’ fees of legal counsel to be selected and engaged by Obligor in its sole discretion, which are incurred by Obligor in connection with any Claim brought, asserted or threatened by any party and all obligation or dispute between him and having anything to do with the CompanyLOC Agreement, now known or unknown, suspected or unsuspected related to at any time after the Releasing Partydate on which Lender executes this Agreement.

Release by Xxxxxx. XxxxxxExcepting only the obligations undertaken by the Company in accordance with this Agreement, and in his individual capacity exchange for the consideration provided to Xxxxxx under this Agreement, Xxxxxx hereby releases, acquits, relieves, and on behalf of all of his present or former forever discharges the Company and its successors, heirs, assigns, employees, officers, directors, investors, stockholders, agents, representatives, employees, independent contractors, attorneys, insurersbenefit plans, parentsparent corporations, assignssubsidiaries, and affiliates divisions or affiliated corporations or organizations, whether previously or hereinafter affiliated in any manner (collectively, the “Xxxxxx Releasing "Released Parties”"), subject to the terms and conditions set forth herein, and timely payment of the Xxxxxx Redemption Payment and delivery of the Common Stock, hereby releases, acquits and forever discharges the Company, and all of its present or former agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (the “Company Released Parties”) from and against any and all debtsclaims, rights, actions, complaints, demands, causes of action, wage claims, obligations, losses, costs, promises, covenants, contracts, endorsements, bondsagreements, controversies, suits, actionsdebts, causes of action, misrepresentations, defamatory statements, tortuous conduct, acts or omissions, rights, obligations, liabilities, judgmentsexpenses, damages, expensesattorneys' fees, claimscosts, counterclaimsand liabilities of any nature whatsoever, cross-claimsmatured or unmatured, fixed or contingent, which Xxxxxx ever had, now has, or demandsmay claim to have from the beginning of time to the moment he signs this Agreement against the Released Parties (whether directly or indirectly), or any of them, by reason of any act, event or omission concerning any matter, cause or thing, including, without limiting the generality of the foregoing, any claims related to or arising out of: (a) Xxxxxx' employment with the Company or the termination of that employment; (b) any common law torts, including, without limitation, infliction of emotional distress; (c) any federal, state or governmental constitution, statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, and the Age Discrimination in law or equity, asserted or unassertedEmployment Act; (d) any agreement, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever with respect to the Company Released Parties, including, but not limited to Xxxxxx’x ownership of the Series A Shares arising at any time through the date of this Agreement which any of the between Xxxxxx Releasing Parties presently has, may have, or claim or assert to have with respect to any of the Company Released Parties. Xxxxxx acknowledges that he has been advised by his attorneys and are familiar with and understand the provisions of California Civil Code Section 1542 as well as all similar provisions of federal law and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to California Civil Code Section 1542, as amended, which provides as follows: “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.” Xxxxxx hereby voluntarily and expressly waives and relinquishes each and every right or benefit which he may have under California Civil Code Section 1542 and all applicable provisions of U.S. federal, California and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to the rights and benefits afforded under California Civil Code Section 1542, to the full extent that he may lawfully waive such rights. Xxxxxx acknowledges that it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true regarding any of the Released Parties, but agrees including the Employment Agreement and the Stock Option Agreements; (e) any impairment of his ability to compete in the open labor market; or (f) any permanent or temporary disability or loss of future earnings as a result of injury or disability arising from or associated with his employment or termination of his employment relationship with the Company; provided, however, that he has taken that possibility into account this Paragraph is not intended to release claims for indemnification in connection with his business activities as an officer and that it is director of the intention Company during the term of Xxxxxx to fullyhis employment with the Company, finally and forever settle any and all disputes related to which are covered under the Indemnification Agreement between the Company and the other Released PartiesXxxxxx dated September 19, including any and all obligation or dispute between him and the Company1996, now known or unknown, suspected or unsuspected related to the Releasing Partya copy of which is attached hereto as Exhibit "D".