Release of Claims by the Company. (a) Pursuant to Section 3.3(d) of the Employment Agreement, the Company, with the intention of binding itself and each of the other Company Released Parties, hereby releases, remises, acquits and forever discharges each Executive Releasor of and from (and agrees to promptly and fully indemnify each Executive Releasor against) any and all Released Claims which any Company Released Party, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Executive Releasor, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:
(1) any right of any Company Released Party arising under, in or preserved by, this Release, Section 3, 4, 5, 6, 7, 8.3 or 9 of the Employment Agreement, or any Company Benefit Plan; and
(2) any right of any Company Released Party arising by reason of Executive having committed a crime or an act or omission to act which constitutes fraud, willful misconduct or gross negligence.
(b) No Company Released Party shall file or cause to be filed any action, suit, claim, charge or proceeding with any governmental agency, court or tribunal relating to any Released Claim within the scope of this Section 3.
(c) The Company acknowledges and agrees that the release of claims set forth in this Section 3 is not to be construed in any way as an admission of any liability whatsoever by any Executive Releasor, any such liability being expressly denied.
(d) The release of claims set forth in this Section 3 applies to any relief with respect to any Released Claim no matter how called, including compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses.
(e) Nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law any Company Released Party is not permitted to waive.
Release of Claims by the Company. Except as necessary to enforce the terms of this Agreement and the Restructuring Agreement, and in exchange for and in consideration of the promises, covenants and agreements set forth herein, the Company hereby releases Executive from any and all manner of claims, demands, causes of action, obligations, damages, or liabilities whatsoever of every kind and nature, at law or in equity, known or unknown, and whether or not discoverable, arising out of Executive's employment by the Company which the Company has or may have for any period prior to and including the date of the execution of this Agreement; provided, however, that the Company does not release herein any claims the Company may now or in the future have against Executive for acts of intentional misconduct committed by Executive during Executive's employment with the Company.
Release of Claims by the Company. In consideration of the Director’s release of the Company, his resignation from the Board of Directors of the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, consistent with state and federal law, the Company and its respective past, present and future administrators, affiliates, agents, assigns, attorneys, directors, officers, employees, executors, insurers, partners, predecessors, representatives, servants, successors, transferees, and all persons acting by, through, under or in concert with any of them hereby absolutely and irrevocably releases, waives, relinquishes, renounces and discharges forever Director and his respective past, present and future administrators, affiliates, agents, assigns, attorneys, directors, employees, executors, heirs, insurers, parents, partners, predecessors, representatives, servants, successors, transferees, and each of them and all persons acting by, through, under or in concert with any of them from any claims, obligations or amounts due to the Company arising from any omissions, acts or facts that have occurred up until and including the Effective Date including, without limitation,
(a) any and all claims relating to or arising from Director's employment relationship with the Company and the modification of that relationship set forth in this Agreement;
(b) any and all claims for 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 infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, invasion of privacy, and conversion,
(c) any and all claims for violations of any federal or state law;
(d) any and all claims arising out of any other laws and regulations relating to employment; and
(e) any and all claims arising out of Director’s performance and as an officer of the Company. The Company agrees 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. This release shall expressly exclude all obligations incurred under this Agreement.
Release of Claims by the Company. In exchange for the promises provided by you herein, the Company hereby releases you, and your heirs, executors, administrators, and assigns, from any and all claims, demands, causes of action, and obligations, both known and unknown, arising from or in any way related to your employment with the Company or the termination of that employment, subject to the provisions below. The released claims pursuant to this release by the Company include, but are not limited to, claims under any federal, state or local laws, and/or common law claims arising under contract or tort theories; provided, however, that this release shall not extend to: (i) any claims arising after the date this Agreement is signed, including without limitation any claims for breach of this Agreement; (ii) claims arising at any time from your contractual, statutory, and common law obligations to refrain from the unauthorized use or disclosure of the Company’s confidential, proprietary, or trade secret information; or (iii) claims arising at any time from your willful misconduct.
Release of Claims by the Company. Except for its rights and benefits under this Amended and Restated Letter Agreement, for and in consideration of the benefits provided herein, the Company, on behalf of itself as well as its affiliated companies and the Company's and such affiliated companies' respective shareholders, officers, directors, partners, employees, agents, attorneys, successors and assigns (the "Releasing Company"), hereby releases and discharges each of the Surrendering Shareholders, himself or itself, and his or its heirs and dependents, executors, administrators and assigns, as well as his or its affiliated companies and such companies' respective shareholders, officers, directors, partners, employees, agents, attorneys, successors and assigns (the "Surrendering Shareholder Releasees") from any and all rights, claims, causes of action, liability, damages, attorney's fees and costs of any kind or nature, whether known or unknown, which the Releasing Company ever had or now have against the Surrendering Shareholder Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter occurring up to and including the date of this Amended and Restated Letter Agreement.
Release of Claims by the Company. The Company hereby irrevocably releases the Employee from any and all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, including, but not limited to, any claim of breach of fiduciary duty, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort or violation of any other legal or contractual duty arising under the laws of the State of Georgia or the laws of the United States (“Claim” or “Claims”), which the Company now has, or claims to have, or which the Company at any time heretofore had, or claimed to have, or which the Company at any time hereinafter may have, or claim to have, against the Employee, in each case as to acts or omissions by the Employee occurring up to and including the Effective Date. The Company covenants and agrees not to institute, or participate in any way in any action against the Employee with respect to any Claim released herein, except as required by any subpoena, court order, or other compulsory process. Notwithstanding the foregoing, the Severance Agreement shall not release any Claims based on any rights, duties or obligations reflected in or deriving from sections 1, 5 through 9, and 11 thereof of the Amended Employment Agreement, as described in Section 3(a) above.
Release of Claims by the Company. Concurrently with the execution of this Agreement, the Company will also execute a release, in the form attached to this Agreement as Exhibit B ("Minntech Release"), in favor of XxXxxxxxxx and his heirs, successors, representatives, and assigns. This Agreement shall not be interpreted or construed to limit the Minntech Release in any manner. The existence of any dispute respecting the interpretation of this Agreement or the alleged breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the Minntech Release.
Release of Claims by the Company. The Company, on behalf of itself and on behalf of the Released Companies, RELEASES, REMISES, AND FOREVER DISCHARGES Executive, and Executive’s family members, heirs, executors, administrators, successors, assigns, attorneys, and other personal representatives of whatever kind (all released entities and individuals in this Section 5 are collectively referred to as the “Executive Released Parties”) from any action, claim, obligation, damages, cost, or expense that the Released Companies have or may have had against any of them, whether known or unknown, based upon acts or omissions occurring on or before the moment the Company executes this Release, including but not limited to claims arising directly or indirectly from Executive’s employment with, or separation of employment from, any of the Released Companies. This Release in Section 5 covers all possible claims that are waivable by law, including but not limited to all claims that could be asserted in contract, in tort, under any state common law, under federal common law, under any state constitution, under the federal Constitution, or under any federal statute, state statute, local ordinance, or under any federal, state, or local regulation. The above provisions of this Section 5 to the contrary notwithstanding, the Released Companies do not release or waive any claim under this Release (i) which, by law, cannot be released through a Release such as this; (ii) for Executive’s misappropriation of trade secrets, or for the commission by one or more of the Executive Released Parties of any act or omission arising out of or relating to unfair competition against the Released Companies; (iii) for any claim against any of the Executive Released Parties arising out of or relating to the intellectual property of the Company; (iv) for enforcement of this Release; or (v) that are based, in whole or in part, on acts or omissions that occur after the Company executes this Release.
Release of Claims by the Company. The Company, on behalf of itself and any of its direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns, hereby and forever releases Executive any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns (“Executive Releasees”) from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess against any of the Executive Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 8 below). The Company represents and warrants that it has not assigned any of the claims being released under this Agreement and that it has not filed any proceeding relating to Employee’s employment or the termination thereof.
Release of Claims by the Company. (a) As of the Effective Date, the Company voluntarily releases and discharges Executive and his heirs, successors, administrators, representatives, related entities and assigns and all of their past and present attorneys. representatives and agents, from all Claims which the Company has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Effective Date, arising directly or indirectly out of, relating to or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company. Notwithstanding the foregoing, nothing herein shall release or discharge any Claim by the Company against Executive as a result of any failure by him to perform his obligations under the Agreement or as a result of any acts of intentional misconduct or recklessness or any Claim which a corporation may not provide an officer with exculpation of, or indemnification from, under applicable Delaware law.
(b) THE COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
