Common use of Release of Claims by the Company Clause in Contracts

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. (a) Pursuant to Section 3.3(d) of the Employment Agreement, the The Company, with the intention of binding itself and each of its subsidiaries, affiliates, predecessors and successors and their directors and officers (collectively, the other Company “Releasing Entities”), does hereby release, remise, acquit and forever discharge Executive and her heirs, estate, executors, administrators and assigns (collectively, the “Employee 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 claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which any the Company Released Partyand its subsidiaries, affiliates, predecessors and successors, individually or as a member of a class, now hashave, owns own or holdshold, or has have at any time heretofore had, owned or held, against any Executive ReleasorEmployee Released Party, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right rights of any Company Released Party arising under, in or preserved by, the Releasing Entities under this General Release, Section 3, 4, 5, 6, 7, 8.3 or 9 the post-termination of employment obligations of the Employment Agreement, or any the Equity Arrangements and the Company Benefit PlanPlans; and (2B) any right rights of any Company Released Party the Releasing Entities 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 Releasing Entities acknowledge and agrees agree 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 ReleasorEmployee Released Party, any such liability being expressly denied. (dc) 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 including, without limitation, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (ed) 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 the Company Released Party is not permitted to waive. (e) The Company acknowledges and agrees that it has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Employee Released Party with any governmental agency, court or tribunal.

Release of Claims by the Company. (a) Pursuant to Section 3.3(d) As of the Employment AgreementEffective Date, the Company, with the intention of binding itself and each of the other Company Released Parties, hereby releases, remises, acquits releases and forever discharges each Executive Releasor of and his executors, heirs, representatives and assigns, from (and agrees to promptly and fully indemnify each Executive Releasor against) any and all Released Claims which the Company has or may have against the Executive based on any Company Released Partyevents or circumstances arising or occurring on or prior to the date hereof or on or prior to the Final Resignation Date, individually arising directly or as a member of a classindirectly out of, now has, owns or holdsrelating to, or has at in any time heretofore hadother way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, owned and any and all claims arising under federal, state, or heldlocal laws relating to employment, against any Executive Releasorincluding without limitation claims of breach of express or implied contract, excepting only that no claim fraud, misrepresentation, defamation, or liability in respect tort, claims of any of the following rights kind that may be brought in any court or administrative agency, and similar state or local statutes, ordinances, and regulations; provided, however, that this Section 16 shall constitute not apply or otherwise release any Claim which 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 Agreementcorporation may not provide an officer with exculpation of, 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 fraudindemnification from, willful misconduct or gross negligenceunder applicable Delaware law. (b) No Company Released Party shall file or cause to be filed any actionTHE COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, suitWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, claimWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BEING AWARE OF SAID CODE SECTION, charge or proceeding with any governmental agencyTHE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, court or tribunal relating to any Released Claim within the scope of this Section 3AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (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. (a) Pursuant to Section 3.3(d) In exchange for Executive’s execution of this Release of Claims, and in reliance on Executive’s representation in paragraph 7 of the Employment Executive Transition Agreement, the Company, with the intention on behalf of binding itself and each of the other Company Released PartiesParent, hereby irrevocably and unconditionally releases, remisesacquits, acquits holds harmless and forever discharges each Executive, and/or any of his spouse, heirs, agents, assigns and representatives (collectively the “Executive Releasor Releasees”), to the full extent permitted by law, of and from (and agrees to promptly and fully indemnify each Executive Releasor against) any and all Released Claims which claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities, and obligations of every kind and nature in law, equity or otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way relating to Executive’s employment with the Company Released Party, individually or as a member and/or Parent and/or any of a class, now has, owns or holdstheir respective subsidiaries, or has at any time heretofore had, owned other matter or held, against any Executive Releasorevent occurring up to the date hereof, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right of any the 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 (i) having materially breached the Executive Transition Agreement (including, without limitation, paragraph 7 thereof) and/or this Release of Claims, (ii) having committed a crime or an act or omission to act which constitutes fraud or willful misconduct, or (iii) having committed any act or omission to act which constitutes material self-dealing or a material breach of Executive’s confidentiality obligations to Company. In the event Executive has materially breached the Executive Transition Agreement or this Release of Claims or has committed a crime or an act or omission to act which constitutes fraud, willful misconduct misconduct, material self-dealing or gross negligence. (b) No Company Released Party a material breach of Executive’s confidentiality obligations to Company, the Company’s Release of Claims under this paragraph 2 shall file or cause be null and void as 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) matters in question. The Company acknowledges expressly waives and agrees that relinquishes all rights and benefits afforded by Section 1542 of 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, costsCalifornia Civil Code, and attorney’s fees in so doing understand and expenses. (e) Nothing herein shall be deemed, nor does anything contained herein purport, to be a acknowledge the significance and consequences of such specific waiver of any right or claim or cause of action which by law any Company Released Party is not permitted to waive.Section 1542. Section 1542 provides as follows:

Release of Claims by the Company. (a) Pursuant to Section 3.3(d) of the Employment Agreement, the The Company, with the intention of binding itself and each of its predecessors and successors, does hereby release, remise, acquit and forever discharge Executive and his heirs, estate, executors, administrators and assigns (collectively, the other Company "Employee 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 claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which any Company Released Partythe Company, 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 ReleasorEmployee Released Party, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right rights of any the Company Released Party arising under, in or preserved by, under this General Release, Section 3, 4, 5, 6, 7, 8.3 or 9 of the Employment Agreement, or any the Equity Arrangements and the Company Benefit PlanPlans; and (2B) any right rights of any the 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 ReleasorEmployee Released Party, any such liability being expressly denied. (dc) 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 including, without limitation, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s 's fees and expenses. (ed) 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 the Company Released Party is not permitted to waive. (e) The Company acknowledges and agrees that it has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Employee Released Party with any governmental agency, court or tribunal.

Release of Claims by the Company. (a) Pursuant to Section 3.3(d) As of the Employment AgreementEffective Date, the CompanyCompany voluntarily releases and discharges Executive and his heirs, with the intention of binding itself successors, administrators, representatives, related entities 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 assigns and all Released 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 Released Party, individually against Executive as a result of any failure by him to perform his obligations under the Agreement or as a member result of any acts of intentional misconduct or recklessness or any Claim which a class, now has, owns or holdscorporation may not provide an officer with exculpation of, or has at any time heretofore hadindemnification from, 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 negligenceunder applicable Delaware law. (b) No Company Released Party shall file or cause to be filed any actionTHE COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, suitWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, claimWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BEING AWARE OF SAID CODE SECTION, charge or proceeding with any governmental agencyTHE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, court or tribunal relating to any Released Claim within the scope of this Section 3AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (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. The Company, on behalf of itself and its related entities, and their respective owners, officers, directors, shareholders, agents, employees, attorneys, affiliates and subsidiaries (acollectively, the “Company Releasees”), waives, releases, discharges and promises never to assert any and all claims, liabilities, obligations or causes of action (whether contract, tort, property, statutory, common law, securities, tax or any other legal theory) Pursuant relating to Section 3.3(d) any matters of any kind and nature, whether known or unknown, suspected or unsuspected, that it ever had, now has, or might have arising from or related to any omissions, acts or facts that have occurred up until and including the Employment Agreementdate of execution of this Agreement against Consultant, and his representatives, agents, heirs and assigns. Company will reaffirm Paragraph 5 and the releases herein in writing as of, and through, the Separation Date, in the form of Exhibit B. This release includes, without limitation, any claims arising from or related to Consultant’s employment relationship with the Company, the termination of that relationship, any prior agreements between the parties not expressly reserved herein, and any claims arising from or related to the execution of this Agreement. The claims released also specifically include, without limitation, any and all claims for breach of contract, both expressed and implied; breach of a covenant of good faith and fair dealing, both expressed and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with the intention of binding itself contract or prospective economic advantage; fraud; interference with contractual relationship; and each of the other Company Released Partiesdefamation. The claims released specifically include, hereby releases, remises, acquits and forever discharges each Executive Releasor of and from without limitation: (and agrees to promptly and fully indemnify each Executive Releasor againsta) 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:claims for attorney’s fees and costs; (1b) any right of and all claims for fraud (common law or other) and any Company Released Party and all claims arising underunder US, in state or preserved byforeign laws, this Releaserules, Section 3statutes and regulations, 4including corporate, 5antitrust, 6, 7, 8.3 tax or 9 of the Employment Agreement, or any Company Benefit Plansecurities laws; and (2c) any right and all claims for breach of any Company Released Party arising by reason statute, rules and regulations of Executive having committed a crime any kind under US, state, local 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) foreign laws. The Company acknowledges and agrees that the release of claims set forth in this Section 3 is Paragraph 5 will be and remain in effect in all respects as a complete and general release as to the matters released. The Company shall not bring or threaten to be construed bring, in any way as an admission forum or via judicial or non-judicial means, a claim released hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or limit the Company from reporting possible violations of federal, state or local law to, or from filing a complaint with any liability whatsoever by Agencies. Nor does this Agreement prohibit or limit the Company’s cooperation with any Executive Releasor, any such liability being expressly denied. (d) Agencies. The release under this Paragraph 5 of this Agreement does not apply to claims set forth in the Company might have for any rights to enforce the provisions of this Section 3 applies to Agreement or under the any relief with respect to any Released Claim no matter how called, including compensatory damages, liquidated damages, punitive damages, damages for pain of the other agreements or suffering, costs, and attorney’s fees and expensesinstruments reserved hereunder by the Company or Consultant. (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.