Release of Claims by Company. Subject to the provisions of this Release Agreement and subject to Executive not exercising Executive’s revocation rights hereunder, the Company hereby irrevocably and unconditionally releases, waives and fully and forever discharges Executive, from and against any and all claims, liabilities, obligations, covenants, rights, demands and damages of any nature whatsoever, whether known or unknown, anticipated or unanticipated, arising from, by reason of or in any way related to any transaction, event or circumstance which occurred or existed prior to and including the date of this Release Agreement arising out of or in any way related to Executive’s employment with the Company and, to the extent applicable, a Released Party, or the termination thereof. Notwithstanding the provisions of this paragraph, nothing in this waiver or release shall be construed to constitute any release or waiver by the Company of its rights or claims against Executive arising out of any intentional or willful misconduct or fraudulent or criminal acts engaged in by Executive while in the course of Executive’s employment or service.
Release of Claims by Company. As a material inducement to Executive to enter into this Agreement, the Company hereby, on behalf of itself and its successors and assigns, to the fullest extent permitted by law, absolutely, unconditionally, completely and irrevocably releases, acquits, discharges, and waives forever and for all purposes Executive from any and all charges, complaints, claims, promises, agreements, demands, actions or causes of action, suits, damages (including attorneys' fees and costs actually incurred), expenses, compensation, penalties, liabilities and obligations of any kind or nature whatsoever, that any of the Company, Parent, or any other subsidiary of Parent, or any of their respective shareholders, may have, in each such case, of which the Independent Directors of Parent have actual knowledge as of the date hereof ("Company Claims"). For purposes hereof, "Independent Director" means a director of Parent that satisfies the criteria for independence under the listing standards established by the National Association of Securities Dealers, Inc. as in effect on the date hereof.
Release of Claims by Company. Company, on its own behalf, and on behalf of its respective officers, directors, managers, agents, employees, investors, stockholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns forever releases Employee and his heirs, family members, executors, agents, and assigns from, and agrees not to xxx concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Company may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement relating to Executive’s employment by the Company and the termination thereof including, without limitation:
(a) any and all claims relating to or arising from Employee’s employment relationship with Company and the termination of that relationship;
(b) any and all claims under the law of any jurisdiction including, but not limited to, breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional misrepresentation; breach of fiduciary duty; breach of duty of loyalty; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; conversion, and any and all claims for violation of any federal or state constitution and federal, state or municipal statute, including, but not limited to, the California Business & Professions Code, or similar laws; and
(c) any and all claims for attorneys’ fees and costs. Company and Employee agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding, the Parties agree that the Company’s release in this paragraph 6A does not apply to any misappropriation of Company trade secret information nor to any criminal conduct against the Company for which Executive may have been convicted such as fraud or embezzlement, and that it similarly does not extend to any obligations incurred under this Agreement.
Release of Claims by Company. The Company, on behalf of itself and the MDC Released Parties, knowingly and voluntarily releases and forever discharges the Executive Releasors from any and all past and present claims, suits, controversies, actions, causes of action, crossclaims, counterclaims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, which the MDC Released Parties may have which arise out of or are connected with Executive’s provision of services to, employment with, or his separation or termination from, the MDC Released Parties, whether arising under federal, state, local, or common law, or under a regulation or ordinance, any public policy, whether sounding in contract or tort or arising under any policies, practices or procedures of the Company Group, whether secured or unsecured, accrued or unaccrued, whether direct, indirect, derivative, by subrogation or brought in any other capacity and whether known or unknown, suspected, claimed or unclaimed the “Potential Company Claims”); provided, however, that Executive acknowledges and agrees that this Agreement does not waive or release any Potential Company Claims (i) relating to Executive’s commission of any felony or intentional fraud; (ii) to enforce the terms and conditions of this Agreement; (iii) to enforce the restrictive covenants set forth in paragraphs 8, 9, and 10 of the Employment Agreement (as modified by Paragraph 9, below with respect to Executive’s ability to practice law) (together, the “Restrictive Covenants”) or (iv) that cannot be released as a matter of law. By signing this Agreement, the Company represents and warrants that as of the date of its execution, the Company (in the form of Xxxx Xxxx, its Chief Executive Officer and Xxxxx Xxxxxx, its Chief Financial Officer) does not have knowledge of any prior conduct by Executive that would give rise to a claim of intentional fraud or constitute a felony.
Release of Claims by Company. (a) Company releases Executive and his heirs, successors and assigns, from, and agrees not to sxx concerning, any claim, duty, obligation or cause of action, loss or expense of every kind and description, whether presently known or unknown, suspected or unsuspected, that Company may possess arising from any omissions, acts or facts, that have occurred up until and including the Effective Date, including without limitation, any and all claims relating to or arising from Executive’s relationship or prior dealings with the Company, including but not limited to Executive’s employment with the Company, and excepting only claims for acts of theft, fraud or embezzlement.
(b) Any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. Any determination for clawback or recovery shall be made in accordance with any applicable law or regulation.
Release of Claims by Company. The Company, its boards of directors, board committees, officers, directors, shareholders, agents, and employees agree and forever discharge and release Executive, his heirs, assign, executors and administrators from any and all claims, actions, causes of action, grievances, arbitrations, suits, proceedings, debts, controversies, agreements, attorney fees, judgments, demands, and damages whatsoever, in law or equity, known to the Company as of December 16, 2015 and arising from or relating to any actions, decisions, alleged omissions, or events occurring on or prior to the signing of this Separation Agreement, except any action or proceeding which the Company may be required or requested to take against Executive as a result of any regulatory agency action. This includes, but is not limited to, any claims arising from or relating to Executive's employment with, and recruitment to, the Company, and Executive's termination of employment. Nothing in this Separation Agreement releases or waives Company's right to enforce any breach or violation of this Separation Agreement.
Release of Claims by Company. In consideration of Executive’s execution of this Agreement and his fulfillment of the covenants, promises and obligations contained within this Agreement, Company knowingly and voluntarily waives, releases and forever discharges the Executive from any and all claims, known and unknown, asserted or unasserted, which Company has or may have against Executive regarding or arising out of Executive’s affiliation, employment, board/officer membership, and/or his fiduciary responsibilities with the Company as of the Effective Date; provided that such release shall not constitute a release of any obligations of Executive under this Agreement or any claim arising out of any intentional wrongdoing, gross negligence or illegal activity by Executive.
Release of Claims by Company. The Company, its boards of directors, board committees, officers, directors, shareholders, agents, and employees agree and forever discharge and release Executive, his heirs, assign, executors and administrators from any and all currently known claims, actions, causes of action, grievances, arbitrations, suits, proceedings, debts, controversies, agreements, attorney fees, judgments, demands, and damages whatsoever, in law or equity, arising from or relating to any actions, decisions, alleged omissions, or events occurring on or prior to the signing of this Separation Agreement, except any action or proceeding which the Company may be required or requested to take against Executive as a result of any regulatory agency action. This includes any currently known claims arising from or relating to Executive's employment with, and recruitment to, the Company, and Executive's termination of employment. Nothing in this Separation Agreement releases or waives Company's right to enforce any breach or violation of this Separation Agreement.
Release of Claims by Company. (a) Company releases Executive and her heirs, successors and assigns, from, and agrees not to sxx concerning, any claim, duty, obligation or cause of action, loss or expense of every kind and description, whether presently known or unknown, suspected or unsuspected, that Company may possess arising from any omissions, acts or facts, that have occurred up until and including the Effective Date, including without limitation, any and all claims relating to or arising from Executive’s employment relationship and excepting only claims for acts of theft, fraud or embezzlement.
(b) Any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. Any determination for clawback or recovery shall be made in accordance with any applicable law or regulation.
Release of Claims by Company. As a material inducement to Executive to enter into this Agreement, Company hereby, on behalf of itself and its successors and assigns, to the fullest extent permitted by law, absolutely, unconditionally, completely and irrevocably releases, acquits, discharges, and waives forever and for all purposes Executive from any and all charges, complaints, claims, promises, agreements, demands, actions or causes of action, suits, damages (including attorneys’ fees and costs actually incurred), expenses, compensation, penalties, liabilities and obligations of any kind or nature whatsoever, that any of Company, Parent, or any other subsidiary of Parent, or any of their respective shareholders, may have, in each such case, of which the Independent Directors of Parent have actual knowledge as of the date hereof. For purposes hereof, “Independent Director” means a director of Parent that satisfies the criteria for independence under the listing standards established by the National Association of Securities Dealers, Inc. as in effect on the date hereof. Except as specifically provided in this Section 11, Executive’s obligations under the Change of Control Agreement that under the terms of such agreement survive Executive’s termination of employment shall also survive execution and delivery of this Agreement.
