Releases and Waiver a) Executive (on behalf of his or herself and his or her heirs, executors, legal representation, administrators and assigns) hereby voluntarily, knowingly and willingly releases and forever discharges the Company, its subsidiaries, affiliates, and parents, together with each of those entities’ former and current officers, directors, shareholders, managers, employees, agents, fiduciaries, and administrators (collectively, the “Company Releasees”) from any and all liabilities, agreements, compensation, demands, damages, claims, and causes of action of any nature whatsoever that they may have had or now have, known and unknown, against any of the Company Releasees including, but not limited to, those that are by reason of or in any manner whatsoever connected with the Company’s hiring of Executive, Executive’s employment relationship with the Company, or the termination of the Executive’s employment with the Company, including, but not limited to, under any public policy, contract, or tort, or under common law; wrongful discharge; retaliation; breach of contract; infliction of emotional distress; or defamation; or arising under any policies, practices, or procedures of the Company and including, specifically, all alleged discriminatory events, acts, patterns or practices based on age, religion, creed, sex, sexual orientation, national origin, ancestry, disability, handicap, marital status, gender identity, race or color, arising under any statute or law including, without limitation, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et. seq., the Older Workers’ Benefit Protection Act, the Rehabilitation Act of 1973 (including Section 504 thereof), Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, and the Employee Retirement Income Security Act of 1974, all as amended, and any other federal, state, or local law, regulation, or ordinance; or any claim for costs, fees, or other expenses, including attorneys’ fees, incurred in these matters, except for claims to the payments due under this Agreement. It is further and expressly agreed that, except as otherwise provided in Section 4(b) below, to the fullest extent permitted by law, Executive will not commence, maintain, prosecute or participate in...

Releases and Waiver. (a) Effective upon the Worldwide Release Date, automatically and without any further action, (i) Worldwide is hereby released from and shall have no liabilities or obligations under the Credit Agreement and the other Loan Documents, (ii) all security interests in, and liens on, any assets or properties of Worldwide heretofore granted by Worldwide to Agent pursuant to the Loan Documents shall be terminated and released, and (iii) Worldwide shall cease to a Guarantor or Loan Party under the Credit Agreement and the other Loan Documents; provided, that, Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that any Equity Interest in any Loan Party owned by Worldwide shall have been transferred to another Loan Party. Effective upon the Worldwide Release Date, Agent agrees to execute and deliver such further documents and instruments and take such further action as Worldwide may reasonably request (at the expense of US Borrower) in order to effect or more fully evidence the matters covered by the immediately preceding sentence. In addition to and not in substitution of the foregoing, upon the Worldwide Release Date, Worldwide is hereby authorized to prepare and file any and all release and terminations necessary to terminate any and all UCC financing statements which name Worldwide as “debtor” and Agent as “secured party”. (b) Effective upon the Amendment No. 2 Effective Date, automatically and without any further action, all security interests in, and liens on (i) the pledged equity representing 65% of the Equity Interests of Tronox B.V. (Netherlands) (“Tronox BV”), (ii) the pledged equity representing 65% of the Equity Interests of Tronox (Luxembourg) Holdings S.ar.l. (“Tronox Luxembourg”) and (iii) the pledged equity representing 65% of Worldwide’s 6.04% interest in the Equity Interests of Tronox GmbH (Germany) (collectively, the “Specified Foreign Pledged Equity Interests”), in each case heretofore granted by Worldwide to Agent pursuant to the Loan Documents shall be terminated and released. Effective upon the Amendment No. 2 Effective Date, (i) Agent agrees to execute and deliver such further documents and instruments and take such further action as Worldwide may reasonably request (at the expense of US Borrower) in order to effect or more fully evidence the matters covered by the immediately preceding sentence, and (ii) Worldwide is hereby authorized to prepare and file any and all UCC amendments solely to the extent...

Releases and Waiver. Release any guarantor, any Borrower or any Collateral. provided, further, that no agreement, waiver or consent which would modify the interests, rights or obligations of the Agent in its capacity as Agent or as the issuer of Letters of Credit shall be effective without the written consent of the Agent

Releases and Waiver. The Employee hereby fully releases the Employer, its affiliates, officers, directors, employees, and agents from any and all claims of whatever kind or character under federal, state, or local law or regulation, including but not limited to the Age Discrimination in Employment Act of 1967, as amended, all civil rights acts, and any other statutes or common law concerning employment discrimination or otherwise. In consideration of that release, the Employer likewise releases the Employee from any and all claims existing as of the date of this Agreement. The Employer acknowledges and agrees that the Employee has been covered by the Employer's director and officer liability insurance policy. Notwithstanding Employee's part-time employment pursuant to this Agreement or termination of his employment at any time, whether due to termination of this Agreement or otherwise, the Employer shall continue to cover Employee under its director and officer insurance policy to the extent allowed by the provisions of such policy with respect to his conduct and activities during the period when he was an officer and/or director of the Employer. The provisions of this paragraph shall survive the termination of this Agreement for a period of six years. This Release does not constitute a waiver of any rights or claims under the Age Discrimination in Employment Act that may arise after the date that this Agreement is signed. The Employee further acknowledges that he is receiving consideration beyond anything of value to which he is already entitled. The Employee understands that he has up to 21 days to consider whether to sign this Release and Agreement. By signing this Release and Agreement on the date shown below, the Employee voluntarily elects to forego waiting 21 days to sign this Release and Agreement. The Employee also acknowledges that he has been fully advised by Employer of his right to revoke and nullify this Release and Agreement, which right must be exercised, if at all, within seven days of the date of his signature. Any revocation of this Agreement must be in writing addressed to the Company as follows: Xxxx Xxxxx eOn Communications Corporation 0000 Xxxxx Xxxxx Xxxxxxxx, XX 00000

Releases and Waiver. (a) Releases. Effective upon the Closing, the Corporation releases, forever discharges, and covenants not to xxx, commence or prosecute judicial or administrative proceedings against, TFG, its officers, directors, employees, shareholders, subsidiary corporations, parent corporations, general partners, limited partners, and agents, from and with respect to any and all claims, demands, causes of action or damages of any kind whatsoever, whether known or unknown, asserted or that might have been asserted, which the Corporation now has or ever had arising up to the date of this Agreement out of or in any manner relating directly or indirectly to the acquisition or potential acquisition of shares of capital stock of the Corporation, and any other rights or interest associated with the Letter of Intent. Effective upon the Closing, TFG releases, forever discharges, and covenants not to xxx, commence or prosecute judicial or administrative proceedings against, the Corporation, its officers, directors, employees, shareholders, subsidiary corporations, parent corporations, general partners, limited partners, and agents (including FHE), from and with respect to any and all claims, demands, causes of action or damages of any kind whatsoever, whether known or unknown, asserted or that might have been asserted, which TFG now has or ever had arising up to the date of this Agreement out of or in any manner relating directly or indirectly to TFG's acquisition or potential acquisition of shares of capital stock of the Corporation, and any other rights or interest associated with the Letter of Intent. Effective upon the Closing, TFG also releases, forever discharges, and covenants not to xxx, commence or prosecute judicial or administrative proceedings against, the prospective investors in the Corporation who are discussing or have discussed with the Corporation the purchase and sale of certain of the Corporation's equity securities (including, but not limited to Citicorp Capital Asia Limited) ("Prospective Investors"), their officers, directors, employees, shareholders, subsidiary corporations, parent corporations, affiliates, general partners, limited partners, and agents, from and with respect to any and all claims, demands, causes of action or damages of any kind whatsoever, whether known or unknown, asserted or that might have been asserted, which TFG now has or ever had arising up to the date of this Agreement out of or in any manner relating, directly or indirectly, t...

Related to Releases and Waiver

RELEASES AND WAIVERS Each of the releases and waivers enumerated in this Article 5 shall become effective only upon the Closing of the contribution and exchange of the Participating Entity Interests pursuant to Articles 1 and 2 herein.
Release and Waiver I, the Volunteer, acknowledge and understand that participation in the Activities may involve certain risks, including, but not limited to, personal injury(ies), bodily injury, illness, permanent disability, property damage, loss and/or death (“Risks”). These Risks include, but are not limited to, exposure to and/or infection with COVID-19 and/or other viruses and/or bacterial infection even in ideal conditions, and despite any and all reasonable efforts made to mitigate such Risks. I further acknowledge and agree that, due to the nature of the Activities, social distancing of six feet per person will not always be possible and that my participation in the Activities may result in an elevated risk of contracting COVID- 19 and/or other viruses and/or bacterial infection. I, the Volunteer, further confirm that prior to engaging in the Activities, I may be required to complete a COVID-19 health screening questionnaire provided by one or more of the Released Parties. I agree that I will answer all questions on the questionnaire truthfully. I agree to not participate in any Activities if, at such time and to the best of my knowledge, I am a carrier of COVID-19 or infected with COVID-19. I further agree to follow all safety precautions outlined by any Released Party while volunteering. In consideration of and in order to be allowed to participate in the Activities, I do hereby release and forever discharge and hold harmless the Released Parties and their successors and assigns from any and all liability, claims, demands, costs and damages of any kind, whether arising from tort, contract or otherwise, which I or my heirs, assigns, next of kin or legal representatives may have or which may hereinafter accrue, arise from, or are in any way related to my Activities with any of the Released Parties, including but not limited to Risks, whether caused wholly or in part by the simple negligence, fault or other misconduct of any of the Released Parties or of other volunteers, other than their intentional or grossly negligent conduct. In addition, the Released Parties shall have the benefit of any future liability protection for businesses as relating to the COVID-19 pandemic passed by any governmental entity to which the Released Parties are subject. I understand and acknowledge that by signing this Release I knowingly assume the Risks associated with the Activities. I also understand that the Released Parties do not assume any responsibility for or obligation to provide financial assistance or other assistance, including but not limited to medical, health or disability insurance in the event of injury, illness, death or property damage. Regarding any illness or virus, including COVID-19, I, the Volunteer, understand that even if I follow all guidelines for the prevention and handling of any illness or virus, including COVID-19, there is still a risk that Volunteer could contract such virus or illness.
Consent and Waiver The Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which the Stockholder is a party or pursuant to any rights the Stockholder may have.
Acknowledgment and Waiver The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreement.
Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.
RELEASES OF CLAIMS Effective on the date when Defendant fully funds the entire Gross Settlement Amount and funds all employer payroll taxes owed on the Wage Portion of the Individual Class Payments, Plaintiff, Class Members, and Class Counsel will release claims against all Released Parties as follows:
Press Releases, Etc Any press release issued by the Company shall not disclose any of the Financing Terms and the final form of such press release shall be approved in advance in writing by the Investors. No other announcement regarding any of the Financing Terms in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the Investors’ prior written consent.
General Release and Waiver In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.
Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.
Press Releases and Disclosure The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

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