Common use of Release by Xxxxxxx Clause in Contracts

Release by Xxxxxxx. Except as to the representations, warranties and obligations set forth in and arising from this Agreement, and as otherwise provided herein, upon receipt of the Initial Payment defined in Paragraph 4 below, Xxxxxxx, on behalf of himself and his affiliates, including without limitation M.N. Xxxxxxx, Inc., hereby fully and forever releases, discharges and covenants not to xxx CSI, or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, shareholders, directors, officers, partners, members, managers, employees, servants, subsidiaries, divisions, administrators, affiliates, alter egos and parent corporations, if any, with respect to any and all, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, conditional or contingent actions or causes of action, at law or in equity, suits, claims, debts, demands, contracts, covenants, liens, liabilities, losses, costs, expenses (including, without limitation, attorneys’ fees) or damages of every kind, nature and description (collectively referred to as “Claims”), arising out of or relating to the Purchase Documents, the Los Angeles County Action, the Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and all allegations made in any of such proceedings, or the subject matter of those proceedings, including but not limited to any and all Claims that were alleged or could have been alleged in such proceedings by way of complaint, cross-complaint, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure of the released parties to pay sums to Xxxxxxx for any reason, or with respect to any other matter whatsoever.

Release by Xxxxxxx. Except Xxxxxxx acknowledges and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as to the representations, warranties and obligations set forth in and arising from this AgreementSections 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 as otherwise provided hereinexcept for (i) any criminal act or act of willful misconduct by the Company with respect to Xxxxxxx, upon receipt (ii) the obligations of the Initial Payment defined Company in Paragraph 4 belowthis 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 without limitation M.N. Xxxxxxx, Inc., hereby fully its and forever releases, discharges and covenants not to xxx CSI, or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, shareholders, their respective directors, officers, partners, members, managers, employees, servantspartners and agents, subsidiariespast, divisionspresent, administratorsand future), affiliatesand each of its and their respective successors and assigns (hereinafter collectively referred to as "Company Releasees"), alter egos and parent corporations, if any, with respect to from any and all, all known or unknownunknown actions, anticipated or unanticipated, suspected or unsuspected, fixed, conditional or contingent actions or causes of action, at law or in equityclaims, damages, suits, claimsobligations, debts, demands, contracts, covenants, liens, liabilities, losses, costs, expenses (including, without limitationagreements, attorneys’ fees) ' fees or damages any other liabilities of every kind, nature and description (collectively referred to as “Claims”), any kind whatsoever which have or could be asserted against the Company Releasees arising out of or relating to related to: his service as an officer, director or employee of the Purchase Documents, the Los Angeles County Action, the Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and all allegations made in Company and/or any of such proceedingsthe other Company Releasees, employment with and/or separation from employment with the Company and or any of the subject matter other Company Releasees, and/or any other occurrence up to and including the date of those proceedingsthis Agreement, including but not limited to any and all Claims that were alleged or could have been alleged in such proceedings by way of complaint, cross-complaint, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure of the released parties to pay sums to Xxxxxxx for any reason, or with respect to any other matter whatsoever.to:

Release by Xxxxxxx. (i) Except as to provided below in Section 2(a)(ii), Xxxxxxx knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the representations, warranties Company and obligations set forth in the Company's past and arising from this Agreement, present subsidiaries and as otherwise provided herein, upon receipt of the Initial Payment defined in Paragraph 4 below, Xxxxxxx, on behalf of himself and his affiliates, including without limitation M.N. Xxxxxxxtogether with all of their respective past and present directors, Inc., hereby fully and forever releases, discharges and covenants not to xxx CSI, or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, shareholders, directorsmanagers, officers, partners, membersemployees and attorneys, managersand each of their predecessors, employeessuccessors and assigns, servantsand any of the foregoing in their capacity as a shareholder or agent of the Company or its subsidiaries or affiliates (collectively, subsidiaries, divisions, administrators, affiliates, alter egos and parent corporations, if any, with respect to "Releasees") from any and allall claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, attorneys' fees, damages and liabilities of any nature whatsoever, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedwhich Xxxxxxx or his executors, conditional administrators, successors in interest or contingent actions assigns now own or causes hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of actionany matter or thing arising from any cause whatsoever prior to the date of execution of this Agreement, at law or in equityand without limiting the generality of the foregoing, suits, from all claims, debts, demands, contractsand causes of action based upon, covenantsrelating to, liens, liabilities, losses, costs, expenses or arising out of Xxxxxxx'x employment relationship or other relationship with the Company (including, including without limitation, attorneys’ feesas a stockholder of the Company) and/or any of the Releasees and the termination of that relationship, and whether or damages not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Company Release"), even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION, WHETHER SIMPLE, GROSS, SOLE, OR CONCURRENT, by Releasees. Xxxxxxx represents and covenants that Xxxxxxx has not filed, initiated or caused to be filed or initiated, any claim, charge, suit, complaint, grievance, action or cause of every kindaction against the Company or any of the Releasees, nature and description (collectively referred agrees not to as “Claims”)xxx or to join any other person in bringing suit against any of the Releasees, arising out of or relating to the Purchase Documents, the Los Angeles County Action, the Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and all allegations made in any way to Xxxxxxx'x employment or other relationship with the Company or any of such proceedingsthe Releasees, or the subject matter of those proceedingstermination thereof. This release specifically extends, without limitation, to claims arising under any statute or regulation, including but not limited to any the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and all Claims that were alleged or could have been alleged in such proceedings by way the Family Medical Leave Act of complaint1993, cross-complainteach as amended, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure other federal, state or local statute, regulation, ordinance or common law in any country, territory, or jurisdiction, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the released parties to pay sums to Xxxxxxx for any reason, or with respect to any other matter whatsoeverReleasees and Xxxxxxx.

Release by Xxxxxxx. Except as to Xxxxxxx does hereby release and discharge the representations, warranties Bank and obligations set forth in and arising from this Agreementthe Holding Company, and as otherwise provided herein, upon receipt of the Initial Payment defined in Paragraph 4 below, Xxxxxxx, on behalf of himself and his affiliates, including without limitation M.N. Xxxxxxx, Inc., hereby fully and forever releases, discharges and covenants not to xxx CSI, or its predecessors, their respective successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, shareholdersparents, subsidiaries, affiliates, directors, officers, partners, members, managersagents, employees, servantsand attorneys, subsidiariesboth as individuals and as representatives of the Bank Parties, divisionsfrom any and all claims, administratorsdemands, affiliatesdebts, alter egos obligations, liabilities, lawsuits, arbitration proceedings, costs, expenses, attorneys' fees, causes of action, judgments, and parent corporationsexecution, if anyrelating to the Arbitration Proceeding, arising from Stephen's employment (and the termination of that employment) with respect the Bank and the Holding Company (including his service as President, Chief Executive Officer, and member of the Board of Directors), or relating to any other fact, event, action, omission or conduct arising through the Effective Date of this Agreement, at common law or by statute (or otherwise), whether sounding in contract, tort, or other action, whether for negligent, grossly negligent, or intentional or willful acts or omissions of any and allall kinds (including defamation, slander and libel), whether such claims are for liquidated or unliquidated damages, known or unknown, anticipated mature and not mature, of every kind and nature whatsoever, provided that, notwithstanding any other language to the contrary in this Agreement: 1) nothing herein shall be deemed to release any claim or unanticipatedcause of action that arises from facts, suspected events, actions, omissions, or unsuspectedconduct occurring after the Effective Date of this Agreement, fixed, conditional or contingent actions or causes of action, at law or in equity, suits, claims, debts, demands, contracts, covenants, liens, liabilities, losses, costs, expenses (including, without limitation, attorneys’ feesany claim or cause of action to enforce the Bank Parties' obligations under this Agreement; 2) nothing herein shall be deemed to release or damages diminish in any way the rights of every kindXxxxxxx, nature if any, as a common shareholder in the Holding Company; and description (collectively referred to 3) if the Bank, the Holding Company, or any past, present, or future successor, assign, subsidiary, affiliate, director, officer, agent, or employee of the Bank or the Holding Company brings, any claim, demand, cause of action, lawsuit, or other proceeding of any type, whether individually, as “Claims”)a representative of the Bank or the Holding Company, or in any other capacity, against Xxxxxxx, arising out of from or relating to any fact, event, action, omission or conduct occurring on or before the Purchase DocumentsEffective Date of this Agreement, then Stephen's release of the Los Angeles County Actionentity(ies) and/or person(s) bringing such claim, demand, cause of action, lawsuit or other proceeding, shall be null and void, and 4NEXT PAGE any applicable statutes of limitations and other time-bar defenses to all of Stephen's claims and causes of action of whatsoever nature and kind, against such entity(ies) and/or person(s) shall be deemed tolled from the Orange County NCA Actiondate of Stephen's execution of this Agreement until the date 180 days after the date upon which Xxxxxxx learns of the filing of the claim, the Pending Arbitration Proceedingdemand, the Orange County Arbitration Actioncause of action, any and all allegations made in any of such proceedingslawsuit, or other proceeding against him. Xxxxxxx agrees that, by virtue of and under the subject matter terms of those proceedingsthis Agreement, including but he is not limited owed any amount or due any benefit under the Employment Agreement and that he shall not assert any claim to any the contrary. Further, Xxxxxxx specifically waives and releases all Claims that were alleged or could have been alleged claims, if any, under the Age Discrimination in such proceedings by way of complaintEmployment Act, cross-complaint29 U.S.C. § 621 et. seq. and the Texas Commission on Human Rights Act, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure § 21 of the released parties Texas Labor Code, relating to pay sums his employment with and termination from the Bank and the Holding Company, up to Xxxxxxx for any reason, or with respect to any other matter whatsoeverthe Effective Date of this Agreement.

Release by Xxxxxxx. Except Effective as to the representations, warranties and obligations set forth in and arising from this Agreementof, and conditioned upon the occurrence of, the Closing, except as otherwise provided hereinin this Settlement Agreement, upon receipt of the Initial Payment defined in Paragraph 4 belowXxxxxxx and its subsidiaries, Xxxxxxx, on behalf of himself and his affiliates, including without limitation M.N. Xxxxxxx, Inc., hereby fully and forever releases, discharges and covenants not to xxx CSI, or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, and assigns, all related or affiliated corporations or other entities, and all such entities’ respective past, present and future shareholders, directors, officers, partners, members, managers, employees, servantsattorneys, 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, divisionspredecessors, administratorssuccessors, affiliatesand assigns, alter egos all related or affiliated corporations or other entities and parent corporationsall such entities’ respective past, if anypresent and future shareholders, with respect to 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 allall claims, known or unknownactions, anticipated or unanticipated, suspected or unsuspected, fixed, conditional or contingent actions or causes of action, at law or in equity, suits, claims, debts, demands, contractsrights, covenants, liens, liabilities, lossesdamages, costs, loss of service, expenses (including, without limitation, attorneys’ fees) or damages and compensation of every any kind, nature and description whether known or unknown (collectively referred to as 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 out 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 or relating 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 Purchase Documents, the Los Angeles County Action, the Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and all allegations made in any of extent that such proceedings, or the subject matter of those proceedings, including but not limited to any and all Claims that were alleged or could have been alleged in total cost savings per annum exceed such proceedings by way of complaint, cross-complaint, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure of the released parties to pay sums to Xxxxxxx for any reason, or with respect to any other matter whatsoeverdeemed reduction.

Release by Xxxxxxx. Except as to the representations, warranties and obligations set forth in and arising from this Agreement, and as otherwise provided herein, upon receipt of the Initial Payment defined in Paragraph 4 below, Xxxxxxx, on behalf of for himself and his partners, employees, accountants, advisors, agents, attorneys, administrators, parents, subsidiaries, affiliates, including without limitation M.N. Xxxxxxxheirs, Inc.legatees, hereby fully successors and forever releasesassigns (all of the foregoing collectively, discharges the “Xxxxxxx Releasors”), in consideration of the mutual releases and covenants not to xxx CSIcontained herein and other good and sufficient consideration, or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, hereby unconditionally and irrevocably release and discharge GEII and Xxxxxx and each of their present and former shareholders, directors, officers, partners, members, managersofficers, employees, servantsaccountants, advisors, agents, attorneys, administrators, parents, subsidiaries, divisions, administratorssubcontractors, affiliates, alter egos legatees, predecessors, successors and parent corporationsassigns (all of the foregoing collectively, if anythe “GEII and Xxxxxx Releasees”) from all actions, with respect to any causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and alldemands whatsoever, in law, admiralty or equity, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, conditional absolute or contingent actions which the Xxxxxxx Releasors ever had, now have or causes of action, at law may have against the GEII and Xxxxxx Releasees or in equity, suits, claims, debts, demands, contracts, covenants, liens, liabilities, losses, costs, expenses (including, without limitation, attorneys’ fees) or damages of every kind, nature and description (collectively referred to as “Claims”), arising out of or relating to the Purchase Documents, the Los Angeles County Action, the Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and all allegations made in any of such proceedingsthem for, upon, or by reason of any matter, cause or thing whatsoever from the subject matter of those proceedings, including but not limited to any and all Claims that were alleged or could have been alleged in such proceedings by way of complaint, cross-complaint, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure beginning of the released parties world to pay sums to Xxxxxxx for any reasonand including the Effective Date, or with respect to any other matter whatsoeverexcept as set forth in Section 4.