Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must:
(A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and
(B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termina...
Resignation and Release. The Executive hereby resigns and irrevocably and unconditionally releases, acquits and forever discharges the Company and any principals of any and any successors and assigns (and any officers, Executives, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which the Executive had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Executive from their obligations pursuant to this Agreement. The Company, for itself and for its successors and assigns hereby irrevocably and unconditionally release, acquit and forever discharge the Executive, any successors and assigns (and any officers, Executives, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.
Resignation and Release. Upon any termination of employment, the Executive shall promptly resign from any positions with the Company, whether as an officer, director, employee, or otherwise and shall promptly execute any documents reasonably required to effectuate the resignation. Notwithstanding any other provision of this Agreement to the contrary, the Executive acknowledges and agrees that any and all payments to which the Executive is entitled under Section 2.2, Section 4 or Section 13, other than payment of any Final Compensation, are conditioned upon and subject to the Executive's (or his estate's) execution, delivery and non-revocation within fifty-five (55) days following the Executive's termination of employment of a general waiver and release (for the avoidance of doubt, the restrictive covenants contained or referred to in Section 5, 6 and 7 of this Agreement shall survive the termination of this Agreement), in substantially the form delivered to the Executive in connection with the execution of this Agreement, of all claims, except for such matters covered by provisions of this Agreement which expressly survive the termination of this Agreement (the "Release Condition"). Payments and benefits of amounts which do not constitute nonqualified deferred compensation and are therefore not subject to Section 409A (as defined below) shall commence five (5) days after the Release Condition is satisfied and payments and benefits which are subject to Section 409A shall commence on the 60th day after termination of employment (subject to further delay, if required pursuant to Section 3.9 above) provided that the Release Condition is satisfied.
Resignation and Release. Parent shall have received Letters of Resignation and Release of Claims, dated effective as of the Effective Time, in substantially the form of Exhibit J from the officers and directors of the Company and its Subsidiaries.
Resignation and Release. As a condition precedent to the obligations of the Company to redeem the Shares and pay the purchase price for such Shares, (a) the Shareholder shall resign from his positions as an officer and director of the Company and deliver such resignations in writing to the Corporation, and (b) the Shareholder shall deliver a written release to the Company in a form acceptable to the Company (the “Release Letter”).
Resignation and Release. (a) Each Redeemed Shareholder agrees to resign as of Closing from all positions held by such Redeemed Shareholder as an officer or director in the Corporation. Such resignation shall be effective at Closing without any further action of any party.
(b) At Closing, and without any further action of any party, each Redeemed Shareholder hereby waives, releases and forever discharges the Corporation, each director, officer and shareholder of the Corporation, and their successors, assigns, heirs, officers, employees and agents (collectively, the “Corporation Released Parties”) from and against all debts, actions, causes of action, suits, contracts, agreements, damages and any and all claims, demands and liabilities whatsoever of every kind or nature (collectively, the “Claims”) which such Redeemed Shareholder has or may have, or ever had against any Corporation Released Party on account of or arising out of any cause or event occurring contemporaneously with or prior to Closing, and whether known or unknown, contingent or otherwise, including, without limitation Claims related to (i) Redeemed Shareholder’s capacity as a shareholder of the Corporation, (ii) the fairness or adequacy of the consideration received or to be received under this Agreement, (iii) any claim or future claim of pre-emptive rights or dividend distributions under applicable Law, the Articles of Incorporation, Bylaws, any other governing document of the Corporation, or any agreement or arrangement among one or more of the shareholders, (iv) any contractual relationship between the Corporation and a Redeemed Shareholder or an affiliate of a Redeemed Shareholder that is expressly terminated pursuant to this Agreement; provided, however, that nothing in the foregoing release shall be deemed to release the Corporation or any other Corporation Released Party from, and the released claims shall not be deemed for any purpose to include, (x) any obligation of the Corporation under any law or agreement to indemnify a Redeemed Shareholder for claims by third parties (other than Buyer or any of the other Shareholders) against such Shareholder in his or her capacity as an officer or director of the Corporation, (y) any obligation of the Corporation under or arising out of the Asset Purchase Agreement or any other Transaction Document (as defined in the Asset Purchase Agreement); provided, that each Redeemed Shareholder agrees that he or she has no right of contribution against the Corporation in connecti...
Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release substantially in the form attached hereto as Exhibit C, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release and the release becomes effective in accordance with its terms, the Company shall have no obligation to make any Termination Payment or Change In Control Termination Payment, as applicable, to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the posttermination provisions of this Agreement, including without limitation Section 19.
Resignation and Release. At the Closing, each of the Sellers shall execute and deliver to buyer the Mutual Release Agreement in the form attached as Exhibit "H" to the Disclosure Schedules (the "Mutual Release Agreement").
Resignation and Release. (a) Mxxxx hereby tenders his resignation as an employee of Seller.
(b) As a material inducement for the Seller Parties to enter into this Agreement, each Buyer Party releases and forever discharges the Seller Parties and each of their current and former predecessors, subsidiaries, affiliates, successors, assigns, officers, directors, stockholders, employees, agents, attorneys and each of their heirs, successors, assigns, agents, and attorneys (hereinafter referred to as “Releasees”) from any and all claims, charges, complaints, liabilities or obligations of any kind whatsoever, arising in tort or contract, whether known or unknown, which any Buyer Party may have, now has, or has ever had arising from Mxxxx’x employment with the Seller Parties or the termination of that employment, or any other matter or event which may have occurred on or before the date of this Agreement (the “Released Claims”). The Released Claims include, but are not limited to, any and all claims, charges, complaints, liabilities or obligations under federal, state or local law, including the Fair Housing Act, the Texas Fair Housing Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans With Disabilities Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Texas Commission on Human Rights Act, the Texas Labor Code, and the Employee Retirement Income Security Act. Each Buyer Party further agrees not to bring any Released Claim or action against the Releasees, either individually or collectively; provided however, that Mxxxx may file a lawsuit to challenge the validity of the release of the ADEA claims under this subsection (c), including the knowing and voluntary nature of the ADEA release under the OWBPA. Each Buyer Party agrees that if any Buyer Party breaches this subsection (c) and initiates a legal proceeding or files a Released Claim with a federal, state or local agency, the Buyer Parties shall be jointly and severally liable for any and all expenses incurred by the person or entity who has to defend the action, including reasonable attorney’s fees; provided however, that this sentence shall not apply to claims initiated by Mxxxx to challenge the validity of the release of the ADEA claims under this subsection (c), including the knowing and voluntary nature of the ADEA r...
Resignation and Release. FROM: l (the “Director”) Re: Shareholders’ Agreement of the Company dated as of the 14th day of May, 2004, between its Shareholders, certain Principals of Shareholders, and the Company (the “Shareholders’ Agreement”) Capitalized terms and phrases used herein and not expressly defined herein shall have the same meanings herein as are ascribed to such terms and phrases in the Shareholders’ Agreement.
