Release of Claims and Covenant Not to Xxx. As a material inducement to the Administrative Agent and the Lenders to enter into this Amendment and to grant the concessions to the Amendment Parties reflected herein, all in accordance with and subject to the terms and conditions of this Amendment, and all of which are to the direct advantage and benefit of the Amendment Parties, each Amendment Party for itself and its successors and assigns, (a) does hereby remise, release, acquit, satisfy and forever discharge the Administrative Agent and the Lenders, and all of the past, present and future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors and assigns of the Administrative Agent and the Lenders (each a “Releasee”), from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, either now accrued or hereafter maturing and whether known or unknown, which such Amendment Party or the Amendment Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Amendment, including specifically, but without limitation, matters arising out of, in connection with or relating to (i) the Obligations, (ii) the Credit Documents or the obligations evidenced thereby, including, but not limited to, the administration or funding thereof, and (iii) any other agreement or transaction between the Amendment Parties or such Amendment Party and the Administrative Agent or the Lenders or any subsidiary or affiliate of such parties relating to the Credit Documents; and (b) does hereby covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against the Administrative Agent and the Lenders or any subsidiaries or affiliates, or any of its past, present or future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors or assigns of the Administrative Agent or the Lenders, by reason of or in connection with any of the foregoing matters, claims or causes of action; provided, however, that the foregoing release and covenant not to xxx shall not apply to any claims arising after the date of thi...
Release of Claims and Covenant Not to Xxx. The Company’s obligation to provide the Salary Payment, Bonus Payment, Prorated Bonus Payment, Medical Benefits and Equity Acceleration (the “Severance Benefits”) shall be subject to and contingent upon (a) the Executive’s execution and delivery to the Company of a general release of claims and covenant not to xxx substantially in the form attached hereto as Exhibit A (the “Release Agreement”) on or within 21 days following the Termination Date, and (b) such Release Agreement becoming effective and irrevocable within 29 days following the Termination Date in accordance with its terms. For the avoidance of doubt, the Executive shall forfeit the Severance Benefits if the Release Agreement has not been timely executed and delivered to the Company and become effective and irrevocable. The parties agree that, except as set forth in Section 5 hereof or as otherwise required by law, the Executive shall not be entitled to receive any compensation or benefits after the Te1mination Date.
Release of Claims and Covenant Not to Xxx a. In consideration of the separation benefits and other benefits the Corporation is providing under this Agreement, Xx. Xxxxxx, on behalf of himself and his representatives, agents, heirs and assigns, waives, releases, discharges and promises never to assert any and all claims, liabilities or obligations of every kind and nature, whether known or unknown, suspected or unsuspected that he ever had, now has or might have as of the Effective Date against the Corporation or its predecessors, parent, affiliates, subsidiaries, shareholders, owners, directors, officers, employees, agents, attorneys, successors, or assigns. These released claims include, without limitation, any claims arising from or related to Xx. Xxxxxx’x employment with the Corporation, its parent or any of its affiliates and subsidiaries, and the termination of that employment. These released claims also specifically include, but are not limited, any claims arising under any federal, state and local statutory or common law, such as (as amended and as applicable) Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, the California Labor Code, any other federal, state or local law governing the terms and conditions of employment or the termination of employment, and the law of contract and tort; and any claim for attorneys’ fees.
b. Xx. Xxxxxx acknowledges that there may exist facts or claims in addition to or different from those which are now known or believed by him to exist. Nonetheless, this Agreement extends to all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, past or present, and Xx. Xxxxxx specifically waives all rights under Section 1542 of the California Civil Code which provides that:
Release of Claims and Covenant Not to Xxx. (a) In exchange for the Company providing Employee with the payment and benefits described above, Employee, on his own behalf and on behalf his heirs, executors, personal representatives, administrators and assigns (hereinafter collectively referred to as the “Releasers”), forever releases and discharges the Company and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns (including Wireless Telecom Group, Inc. and Noise Com), all of its and their employee benefit and/or pension plans or funds, and all of its and their past and present officers, directors, stockholders, agents, trustees, administrators, employees, managers, attorneys, insurers, reinsurers, contractors and assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), whether known or unknown, which Employee ever had, now has, or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the Effective Date of this Agreement.
i. Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Releasees from any and all waivable claims arising out of or alleged to be arising out of and in any way concerning Employee’s employment with the Company, the terms, conditions, and privileges of that employment, the termination of that employment and/or any and all violations and/or alleged violations of any federal, state and local fair employment practices or other laws by any of the Releasees for any reason and under any legal theory including but not limited to the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Occupational Safety and Health Act (“OSHA”),the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security of 1974, (“ERISA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Fair Labor Standards Act (“F...
Release of Claims and Covenant Not to Xxx. This RELEASE OF CLAIMS AND COVENANT NOT TO XXX is executed and delivered by MTM Technologies, Inc., a New York corporation (the “Company”), to ___________ (the “Executive”). Pursuant to the provisions of Section 4 of the letter agreement between the Company and the Executive dated __________ , 200_ (the “Agreement ”) the Company hereby agrees as follows: The Company and its affiliates release and forever discharge the Executive from, and covenant not to xxx or proceed against the Executive on the basis of, any and all past or present causes of action, suits, agreements or other claims which the Company or its affiliates have against the Executive upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his employment by the Company and the cessation of said employment. This release shall not, however, constitute a waiver of any of the Company’s rights under the Agreement. The Company hereby covenants that it has not transferred or assigned to any person or entity any of the claims that are subject to this release and covenant. This RELEASE OF CLAIMS AND COVENANT NOT TO XXX is executed by the Company and delivered to the Executive on ____________, 20__. MTM TECHNOLOGIES, INC. By: Name: Title: This RELEASE AGREEMENT (the “ Agreement ”) is made as of _________, 20__ by and between MTM Technologies, Inc., a New York corporation (the “ Company ”), and ________ (the “ Executive ”).
Release of Claims and Covenant Not to Xxx. (a) On the Ninth Amendment Effective Date, in consideration of the Required Lenders’ and the Agent’s agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party, on behalf of itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives (each Credit Party and all such other Persons being hereinafter referred to collectively as the “Releasing Parties” and individually as a “Releasing Party”), hereby absolutely, unconditionally, and irrevocably releases, remises, and forever discharges Agent, each Lender, and each of their respective successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives (Agent, Lenders, and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from any and all demands, actions, causes of action, suits, damages, and any and all other claims, counterclaims, defenses, rights of set-off, demands, and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have, or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause, or thing whatsoever which arises at any time on or prior to the date of this Amendment for or on account of, in relation to, or in any way in connection with this Amendment, the Credit Agreement, any of the other Credit Documents, or any of the transactions hereunder or thereunder.
(b) Each Credit Party understands, acknowledges, and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the provisions of such release.
(c) Each Credit Party agrees that no fact, event, circumstance, evidence, or transa...
Release of Claims and Covenant Not to Xxx. Subject to the other provisions of this paragraph, the parties release any and all claims against each other that were the subject of the scope of issues as set forth in the May 10, 2002 Ruling Setting Scope and Schedule issued by the Assigned Commissioner and Assigned Administrative Law Judge in Case 00-00-000 before the CPUC (hereafter the “Scoping Memo”), and are alleged to have occurred between May 4, 2000 and August 12, 2002, without regard to the statutes or causes of action, including but not limited to release with prejudice of the Complaint. CISPA shall not (i) advance in any other proceeding the same claims that it advanced in Case 00-00-000 before the CPUC as embodied in the Scoping Memo and allegedly occurring between May 4, 2000 and August 12, 2002, or (ii) otherwise use the facts that were the basis for the claims advanced in Case 00-00-000 before the CPUC as embodied in the Scoping Memo to advocate or publicize a position adverse to any SBC affiliate. This Settlement is expressly contingent on acknowledgement by the Commission that the Complaint proceeding has been terminated by approval of the Settlement as the means for resolving the allegations contained in this Complaint proceeding. The Parties agree to work expeditiously to prepare and to file a joint motion requesting approval of the Settlement pursuant to Rule 51 of the Commission’s Rules of Practice and Procedure and applicable Commission Rulings. Each party shall use its best efforts to obtain such Commission approval. Each parties’ substantive obligations under this Agreement shall become effective upon Commission approval of the Settlement. In exchange for the consideration set forth in this Agreement and in accordance with the provisions set forth above, CISPA and Defendants hereby waive, release and forever discharge the other of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, administrative proceedings, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, fixed or contingent (hereinafter called “Claims”), which any releasing party or their attorneys, employees, agents, affiliates, or successors may have by reason of any matter, cause, thing or Claims arising out of or based upon, any and all claims asserted in the Complaint as embodied in the Scoping Memo. These terms represent a full and final settlement of any and all claims arising out of a...
Release of Claims and Covenant Not to Xxx. Notwithstanding the foregoing, any amounts due under this Section 6 by Company are contingent upon Executive executing a customary release and covenant-not-to-xxx agreement (“Release”) in favor of the Company, its officers, directors, employees, agents, parent corporation or subsidiaries, affiliates or divisions, its successors, assigns, beneficiaries, servants, legal representatives, insures and heirs, and delivering such executed Release to the Company and not revoking such Release prior to the expiration of any applicable revocation requirements contained therein (and in any event, no later than sixty (60) days following the Date of Termination); and provided that such requirements are satisfied, the amounts due under this Section 6 shall be payable on the first pay period following the sixty (60) day anniversary of the Date of Termination.
Release of Claims and Covenant Not to Xxx. (a) As of the Effective Date, Releasing Parties shall be deemed to have fully, finally and forever released and discharged the Released Parties from the Released Claims.
(b) With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, the Releasing Parties expressly have, and by operation of the Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights, and benefits conferred by any law or any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides: 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. Releasing Parties understand and acknowledge the significance of these waivers of California Civil Code Section 1542 and/or of any other applicable law relating to limitations on releases. In connection with such waivers and relinquishment, Releasing Parties acknowledge that they are aware that they may hereafter discover facts in addition to, or different from, those facts which they now know or believe to be true with respect to the subject matter of the Settlement Agreement, but that they release fully, finally, and forever all Released Claims, and in furtherance of such intention, the release will remain in effect notwithstanding the discovery or existence of any such additional or different facts. Plaintiffs and Defendant acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims was separately bargained for and was a material element of the Settlement.
(c) Plaintiffs and each Settlement Class Member further covenant and agree that they will not xxx or bring any action or cause of action, or seek restitution or other forms of monetary relief, including by way of third-party claim, crossclaim, or counterclaim, against any of the Released Parties in respect of any of the Released Claims; they will not initiate or participate in bringing or pursuing any class action against any of the Released Parties in respect of any of the Released Claims; if involuntarily included in any such clas...
Release of Claims and Covenant Not to Xxx. (a) In exchange for Unigene providing Employee with the payments and other benefits described within this Separation Agreement, Employee on behalf of himself, his heirs, executors, personal representatives, administrators, agents and assigns, forever waives, releases, gives up and discharges all waivable claims against Unigene, its parent, subsidiaries, and other related or affiliated corporations, their employee benefit plans and trustees, fiduciaries, administrators and parties-in-interest of those plans, and all of their past and present employees, managers, directors, officers, administrators, shareholders, members, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Separation Agreement), whether accrued or unaccrued, liquidated or contingent, and now known or unknown, based on, related to, or arising from any event that has occurred before he signs this Separation Agreement and based upon, related to or arising out of or concerning his employment with Unigene, the termination of his employment by Unigene, the terms, benefits and attributes of his employment with Unigene, and any and all violations and/or alleged violations of federal, state or local fair employment practices or laws by any of the Released Parties for any reason and under any legal theory whatsoever including but not limited to the Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000(e), et seq. (“Title VII”), the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f), et seq. (“OWBPA”), the Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. §00000, et seq. (“ADA”), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”), the Occupational Safety and Health Act, 29 U.S.C. 651, et seq. (“OSHA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, H.R. 11 (“Fair Pay Act”), the Fair Credit Reporting Act, 15 U.S.C. 1681, et seq. (“FCRA”), the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq. (“FMLA”), the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq. (“ERISA”), the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206, et seq. (“EPA”), the Consolidated Omnibus Budget Reconciliati...
