Release by Xxxxxxx. In consideration of the compensation, benefits and agreements provided for pursuant to this Agreement and the Employment Agreement, the sufficiency of which is hereby acknowledged, XXXXXXX, for himself and for any person who may claim by or through him, releases and forever discharges MEDQUIST, and its past, present and future parents, subsidiaries, divisions, affiliates, related companies, predecessors, successors, officers, directors, attorneys, agents, and employees (the “Releasees”), from any and all claims or causes of action that XXXXXXX had, has or may have, relating to XXXXXXX’X employment with and/or separation from MEDQUIST, up until the date of this Agreement, including, but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, as amended, the Family and Medical Leave Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990 (“ADEA”), the Americans with Disabilities Act, the Employee Retirement Income Security Act (“ERISA); claims under any other federal, state or local statute, regulation or ordinance; claims for discrimination or harassment of any kind, breach of contract or public policy, wrongful or retaliatory discharge, defamation or other personal or business injury of any kind; claims for breach of any agreement between XXXXXXX and MEDQUIST or for any compensation or benefits provided for pursuant to any such agreement; and any and all other claims to any form of legal or equitable relief or damages; any other claims for compensation or benefits; or any claims for attorneys’ fees or costs.
Release by Xxxxxxx. Effective as of, and conditioned upon the occurrence of, the Closing, except as otherwise provided in this Settlement Agreement, Xxxxxxx and its subsidiaries, predecessors, successors, and assigns, all related or affiliated corporations or other entities, and all such entities’ respective past, present and future shareholders, directors, officers, members, managers, employees, attorneys, advisors, representatives and/or agents (each of them individually and in their official capacities) (collectively, the “Xxxxxxx Parties”) hereby release and forever discharge SUEZ- DEGS and its members, subsidiaries, predecessors, successors, and assigns, all related or affiliated corporations or other entities and all such entities’ respective past, present and future shareholders, directors, officers, members, managers, employees, attorneys, advisors, representatives and/or agents (each of them individually and in their official capacities) (collectively, the “SUEZ-DEGS Parties”) from any and all claims, actions, causes of action, demands, rights, damages, costs, loss of service, expenses and compensation of any kind, whether known or unknown (collectively, “Claims”), and from all suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, trespasses, damages, judgments, executions, claims and demands whatsoever at law or in equity (collectively, “Obligations”) which Xxxxxxx has had, now has or which it could, shall or may have for, upon or by reason of any manner, cause or thing whatsoever, whether equitable, legal, civil or criminal, related to or arising from (x) Excess Demurrage Charges accruing during the time period up to and including the Effective Date and (y) the Idling; provided, however, that the foregoing release by the Xxxxxxx Parties shall not prevent Xxxxxxx from seeking an equitable adjustment under and in accordance with the provisions of the EMSA Agreement in the event that boiler 41 is permanently decommissioned (“Decommissioning”), in which case any such equitable adjustment shall be based on the total cost savings from both the Idling and Decommissioning, but the Fixed Operator Fee shall be deemed to have already been reduced by an amount equal to $100,000 per annum as a credit towards such adjustment, and Xxxxxxx shall be entitled to a further reduction only to the extent that such total cost savings per annum exceed such deemed reduction.
Release by Xxxxxxx. In the event of a termination of employment by Xxxxxxx that results in the payment of Severance Compensation to him pursuant to the terms of this Agreement, in consideration for such Severance Compensation and as a condition precedent to the payment thereof, Xxxxxxx hereby agrees to execute a full and complete release to the Company releasing any and all claims that he may have against the Company including any claims relating to his termination of employment.
Release by Xxxxxxx. Except as expressly provided herein, Xxxxxxx, individually, and on behalf of his heirs, legal representatives and assigns, does hereby release Xxxxxx, individually, and his respective heirs, legal representatives and assigns, of and from all claims, demands, obligations, liabilities, damages, costs, fees, expenses, actions, causes of action, suits of law or equity of whatever kind or nature, known or unknown, suspected to exist, anticipated or not anticipated, which have arisen, are now arising, or hereafter may arise out of or in connection with Xxxxxxx'x employment by, and any right to acquire shares in the Company.
Release by Xxxxxxx. 9.1 Each of the Sellers confirms that he has no claim (whether in respect of any breach of contract, compensation for loss of office or monies due to him or on any account whatsoever) outstanding against the Company or any Subsidiary or against any of the shareholders, directors, officers, employees or professional advisers of the Company or any Subsidiary as at the Completion Date and that no agreement or arrangement (including any contract of employment) is outstanding under which the Company or any Subsidiary or any of such persons has or could have any obligation of any kind to him.
9.2 To the extent that any such claim or obligation exists or may exist, each of the Sellers irrevocably and unconditionally waives such claim or obligation and releases the Company and each Subsidiary and any such other persons from any liability whatsoever in respect of such claim or obligation.
9.3 Nothing in this Clause 9 shall be deemed or shall constitute a waiver by the Sellers or any one of them of any rights that exist under this Agreement which may be enforced by the Sellers after Completion.
Release by Xxxxxxx. In exchange for this agreement, Xxxxxxx and his agents, successors and assigns, hereby irrevocably and unconditionally release and forever discharge CirTran, its successors, assigns, officers, directors, owners, employees, insurers, agents, representatives, and attorneys, and all persons acting by, through, under or in concert with them, or any of them, including Xxxxx Xxxxxxxx, from any and all actions, causes of action, suits, claims, rights, damages, losses, costs and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent which he now has, owns or holds, or claims to have, own or hold, or at any time heretofore had, owned or held, or claimed to have, own or hold, or may hereafter have, own or hold, or claim to have, own or hold, arising out of conduct or matters occurring prior to the date of this agreement. It is the intention of the parties that CirTran shall have no further obligation to Xxxxxxx. CirTran is free to engage in financing arrangements of its choosing with any party of its choosing without incurring any obligation to pay a fee to Xxxxxxx or give him some other consideration. Xxxxxxx hereby acknowledges that all obligations owed by CirTran pursuant to any contract he has or may have had with CirTran, including but not limited to the Financial Consulting Agreement dated September 20, 2001, and the Letter of Agreement dated October 2, 2002, are by this agreement irrevocably and unconditionally discharged and satisfied in full.
Release by Xxxxxxx. Except as to the obligations to be performed by -------------------- the Company under the Termination Agreement, and except as expressly provided herein, Xxxxxxx, individually, and on behalf of his heirs, legal representatives, and assigns, does hereby release and forever discharge the Company, its subsidiaries, divisions, parents, affiliated corporations, directors, officers, shareholders, employees, successors, and assigns, of and from all claims, demands, obligations, liabilities, damages, costs, fees, expenses, actions, causes of action, suits at law or equity of whatever kind or nature, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, which have arisen, are now arising, or hereafter may arise out of or in connection with Xxxxxxx'x employment by, and any right to acquire shares in, the Company.
Release by Xxxxxxx. Xxxxxxx acknowledges and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as set forth in Sections 4 through 6 above, constitute payments which the Company is not obligated to pay Xxxxxxx, and, as such constitute sufficient consideration for the release of the Company by Xxxxxxx provided below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by the Company with respect to Xxxxxxx, (ii) the obligations of the Company in this Agreement and the benefits preserved and/or provided to Xxxxxxx in this Agreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his capacity as an officer, director or employee of the Company or of any of its subsidiaries or affiliates, Xxxxxxx, on behalf of himself and his heirs, executors, administrators, attorneys and assigns, hereby waives, generally releases and forever discharges the Company, its subsidiaries, divisions and affiliates, whether direct or indirect (including its and their respective directors, officers, employees, partners and agents, past, present, and future), and each of its and their respective successors and assigns (hereinafter collectively referred to as "Company Releasees"), from any and all known or unknown actions, causes of action, claims, damages, suits, obligations, agreements, attorneys' fees or any other liabilities of any kind whatsoever which have or could be asserted against the Company Releasees arising out of or related to: his service as an officer, director or employee of the Company and/or any of the other Company Releasees, employment with and/or separation from employment with the Company and or any of the other Company Releasees, and/or any other occurrence up to and including the date of this Agreement, including but not limited to:
(i) any claim for defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim; and/or
(ii) claims, actions, causes of action or liabilities of every name, nature or description arising under any federal, state, or local statute, law, ordinance or regulation; and/or
(iii) claims, actions, causes of action or liabilities ari...
Release by Xxxxxxx. Xxxxxxx, on behalf of itself and its predecessors, successors, insurers, affiliates, and assigns, hereby releases Xxxxxxxxx (as well as its officers, directors, shareholders, managers, members, partners, principals, affiliates, subsidiaries, related entities, contractors, attorneys, predecessors, successors, assigns, insurers, associates, agents, representatives, employers, and employees) (collectively “Xxxxxxxxx Released Parties”) from all actions, claims, damages, obligations, and liabilities (of any kind or nature, without regard to amount, known or unknown, accrued or unaccrued) through the effective date this Agreement, including but not limited to all claims arising from or relating to the Contract, Services, Deliverables, Project, $126,153.30 Note, $199,626.96 Note, $461,135.35 Note, and $325,780.26 Note (collectively “Xxxxxxxxx Released Claims”).
Release by Xxxxxxx. Xxxxxxx, on behalf of itself and its agents, representatives, successors and assigns (collectively, the “Xxxxxxx Parties”) hereby RELEASES AND FOREVER DISCHARGES Wave, the Company and their respective affiliates, parents, officers, directors, shareholders, employees, consultants, representatives, successors and assigns (collectively, the “Xxxxxxx Released Parties”) from all Claims which any of the Xxxxxxx Parties ever had or now has or hereafter may have, including, without limitation, those Claims arising from or relating in any way to (a) Xxxxxxx’x or Wave’s status as a stockholder of the Company, (b) the transactions and matters contemplated by the Joint Venture Agreement and the other Operative Agreements (as defined therein) or (c) the financing, management, operation and other activities of the Company at any time prior to the date hereof (including, without limitation, the issuance by the Company to Wave of convertible promissory notes in an aggregate original principal amount of approximately $71,600,000) (but excluding any claims arising after the date hereof in respect of obligations under this Agreement or the Amended and Restated Stockholder Agreement). The release contained in this Section 2.2 is effective without regard to the legal nature of the Claims raised and without regard to whether any such Claims are based upon tort, equity, implied or express contract or otherwise.
