Second Release. In exchange for additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B of the attached transition services and separation agreement dated as of June 14, 2011 (the “Agreement”), the terms of which are incorporated by reference in this second release (this “Second Release”), I (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of the Company. I give up such rights and claims against the Company, its employee benefit plans and anyone else related to the Company (such as, without limitation, the Company’s present and former employees, officers, directors, stockholders, representatives, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirs, agents, representatives, successors and assigns that I have now or may have in the future. These rights and claims include, but are not limited to, those that I may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 and Executive Order 11246, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990, which prohibits discrimination in employment based on a handicap or disability; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraph; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices Act as well as any other federal, state or local laws or regulations; all claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fa...
Second Release. Largo Vista will release the second (2nd) batch of 33,333,333 shares of its common stock to Shanghai Oil and/or its designated beneficiaries one (1) year after the First Release.
Second Release. In exchange for signing the Release a second time and subject to compliance with the restrictive covenants in the Employment Agreement, including but not limited to, the non-disparagement provisions, Employee will be eligible to receive the severance payments and benefits set forth in Sections 6.1(b), (d), (e), and (f) of the Employment Agreement (the “Severance Benefits”). For the avoidance of doubt, after the Termination Date, Employee will be eligible to performance-vest only in (i) the portion of the Employee’s 2021-2025 performance award which vests subject to the Company’s adjusted-EBITDA through the end of 2023 and (ii) the Employee’s 2020-2022 performance award, in each case subject to actual Company performance. Following the Termination Date, Employee will be eligible for outplacement services available to all senior executives of the Company.
Second Release. This General Release of All Claims and Covenant Not to Sue (the “Second Release’’) is entered into between Jxxxxx Xxxxxx (“Employee” ) and zSpace, Inc. (the “Company” ) (collectively, “the parties” ).
Second Release. In consideration of the payments specified in Option 1 of Paragraph 1 of my Transition Employment Agreement of , 2008 with the Company (the “Agreement”), upon the Effective Date as defined below, I, on behalf of myself and my heirs, executors, administrators, assigns, successors and legal representatives, release and forever discharge the Company, its affiliates, parent or subsidiary entities or corporations, and its and their officers, directors, shareholders, employees, agents, representatives, insurers, successors and assigns (“Company Affiliates”), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement).
Second Release. Xx. Xxxxx also agrees to execute a second release of claims acceptable to CH2M upon the end of the Retirement Transition Period containing substantially identical language to Sections 4, 5 and 7 through 9 hereof. (See Attachment A, hereto.)
Second Release. Within two (2) Business Days following satisfaction of or ATSI's waiver of all of ATSI's conditions precedent described in Section 6 below, Xxxxxx and ATSI will provide the other with a certificate in the form attached as Exhibit 2(b) to this Agreement updating their respective representations and warranties described in Sections 3 and 4 below, or stating any exceptions. Provided there has been no material change in the matters covered by the parties' respective representations and warranties, on the first Business Day following receipt of the officer's certificates (the "Second Release Date") each of Xxxxxx and ATSI will execute and transmit to the Escrow Agent the Second Release of Escrow in the form attached as Exhibit B to the Escrow Agreement (providing for the release to the Xxxxxx Designee of the Second ATSI Shares, the Warrant, the Note, the release to ATSI of the RTorresStock, and the Telemarketing Waiver, the release to Xxxxxx of the 48%Stock and the Telemarketing Stock, and if ATSI had not previously elected to complete the First Release defined in Section 2(b) above, the release to the Xxxxxx Designee of the First ATSI Shares and the release to ATSI of the 3%Stock) (the "Second Release").
Second Release. If a Cash Collateralization occurs, Agent and the Lenders hereby agree that so long as no Event of Default has occurred hereunder, if Borrower timely makes all scheduled payments of principal and interest owing in connection with the Term Loan Advance in accordance with the terms hereof, including the tenth (10th) scheduled payment of principal and interest on the Term Loan Advance due on June 1, 2023 (the “10th Amortization Payment”), so long as, after subtracting the 10th Amortization Payment, the sum of (y) the aggregate amount of outstanding principal plus accrued and unpaid interest remaining outstanding in connection with the Term Loan Advance, plus (z) the Final Payment, is equal to or less than Five Million Six Hundred Four Thousand One Hundred Sixty Six Dollars and Sixty Six Cents ($5,604,166.66), Agent shall, within ten (10) Business Days of the date of receipt of the 10th Amortization Payment, transfer from the Pledged Account to the Designated Deposit Account an amount equal to Four Million Dollars ($4,000,000) (the “Second Release”). For the avoidance of doubt, the balance in the Pledged Account immediately after the Second Release must equal Six Million Dollars ($6,000,000) or more.”
Second Release. Xxxxx acknowledges that he has been provided an opportunity to review the Post-Consultancy Mutual Separation Agreement and Release attached as Exhibit D to the Consulting Agreement (the “Second Release”) pursuant to the terms and conditions of the Second Release. Xxxxx agrees to execute the Second Release on the first day following the last day that Xxxxx provides services under the Consulting Agreement.
Second Release. (i) On the date that is twenty four (24) months following the date of this Agreement (the “Second Release Date”), the Escrow Agent shall distribute out of the Escrow Account to the Securities Holders an amount (the “Second Release Amount”), equal to (i) the remaining Escrow Funds, minus (ii) the aggregate Indemnification Claim Amount for any Unresolved Indemnification Claims as of the Second Release Date.
(ii) The Representative shall prepare the Payment Schedule in accordance with the following procedure:
(A) The Second Release Amount shall be divided into the Equityholders Portion and the Carveout Plan Portion pursuant to the formula and procedures set forth on Schedule C, as calculated on the Payment Schedule.
(B) The Equityholders Portion shall be allocated among the Equityholders pursuant to the formula and procedures set forth on Schedule C, and the Carveout Plan Portion shall be allocated among the Carveout Plan Participants pursuant to the formula and procedures set forth on Schedule C.
(iii) The Escrow Agent shall distribute the Equityholders Portion of the Second Release Amount to each of the Equityholders in accordance with the allocations set forth on the Payment Schedule and pursuant to the Payment Instructions set forth on Schedule A. The Escrow Agent shall distribute the Carveout Plan Portion of the Second Release Amount, as set forth on the Payment Schedule, to Parent for the benefit of the Carveout Plan Participants (net of income and employment tax withholding). Parent shall cause such amounts to be paid to the Carveout Plan Participants in accordance with the Payment Schedule and the Payment Instructions set forth on Schedule A. The remaining Retained Amount shall continue to be held by the Escrow Agent subject to the terms and conditions of this Agreement.
