The Company’s Release. In consideration for Executive’s release of the Company Released Parties, the Company hereby releases Executive from any and all claims, demands, actions, causes of action, costs, fees, attorneys’ fees, and all liabilities whatsoever, fixed or contingent which the Company or the Company Released Parties have, had or may ever have against Executive up to and including the date of execution of this Release to the extent known to any member of the Company or the Company Released Parties or to the extent that any such member of the Company or the Company Released Parties should reasonably have been aware of its existence. This Release does not affect, waive or release (a) any claim for breach or enforcement of the Separation Agreement or this Release; (b) any claim that may arise after the date this Release is signed by the Company; or (c) any claim for fraud, gross negligence, or intentional misconduct by the Executive, including without limitation claims for any intentional torts, gross negligence, illegal acts, or acts for which criminal penalties are available.
The Company’s Release. (i) The Company hereby forever releases and discharges Executive, his heirs, successors, and assigns, from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that the Company had, now has, or may hereafter claim to have against Executive (the “Company’s Release”). The Company’s Release specifically extends to, without limitation, any and all claims or causes of action under common law as well as any claims under any applicable state, federal, or local statutes and regulations; provided, however, that the Company’s Release does not waive, release, or otherwise discharge any claim or cause of action to enforce any rights the Company may have with respect to the confidentiality of Company information, the assignment of inventions or the solicitation of the Company’s customers, clients or employees or any claim or cause of action that cannot legally be waived.
(ii) For the purpose of implementing a full and complete release, the Company understands and agrees that this Agreement is intended to include all claims, if any, which the Company may have and which the Company does not now know or suspect to exist in its favor against Executive and this Agreement extinguishes those claims. Accordingly, the Company expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:
The Company’s Release. The Company, on the Company’s own behalf and on behalf of the Company’s divisions, subsidiaries, parents, or affiliated entities, past, present and future, and successors and assigns and each of them, to be effective only on the Separation Date, acknowledges full and complete satisfaction of, and releases and discharges and covenants not to xxx Executive or Executive’s descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, as well as Executive’s attorneys, representatives, agents or employees, past, present and future, or any of them (individually or collectively, the “Executive Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with the Company’s (or its affiliates’) employment of Executive or any other relationship with or interest in the Company or the termination thereof, including, without limitation, any claims against Executive with respect to Executive’s performance or alleged non-performance, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any action or omission by or on behalf of Executive or the Executive Releasees committed or omitted prior to the date of this Separation Agreement, including, without limitation, any and all pending or future claims by any existing or future plaintiff or regulatory agency, and including, without limitation, any and all other Claims or claims asserted from time to time by such plaintiffs and future plaintiffs or such government agencies or future government agencies which the Company or any of its divisions, subsidiaries, parents or affiliated entities, past, present or future, and each of them, now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from or based upon any cause whatsoever prior to the Separation Date (the “Litigation Claims”); provided, however, that such release shall not apply to any obligation created by or specifically provided for in this Separation Agreement for which receipt or satisfaction has not been acknowledged.
The Company’s Release. For itself and its employees, the Company hereby releases the University and its regents, employees, and agents forever from any and all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (i) the manufacture, use, lease, sale, or other disposition of a Licensed Product; (ii) the assigning or licensing of the Company’s rights under this Agreement; or (iii) with the exception of the warranties set forth in section 10.1 of this Agreement, the University’s performance of its obligations hereunder.
The Company’s Release. In consideration of the mutual agreements and covenants herein contained, by signing this Agreement, the Company knowingly and voluntarily releases and forever discharges Xxxxx, his affiliates, and his attorneys and representatives (collectively referred to throughout the remainder of this Agreement as “Xxxxx Released Parties”), of and from any and all claims, known and unknown, asserted or unasserted, which the Company has or may have against Xxxxx or any Xxxxx Released Parties as of the date of execution of this Agreement, including, but not limited to: (i) any claims, whether statutory, common law, or otherwise; (ii) any claims for breach of contract, breach of fiduciary duty, conversion, quantum meruit, unjust enrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, and any other common law contract and tort claims; (iii) any claims for attorneys’ fees, costs, disbursements, or other expenses; and (vi) any claims for damages; provided, however, that expressly excluded from such released claims are (A) claims arising out of Xxxxx’x capacity as an officer or employee of the Company for fraud, criminal acts, intentional misconduct, or actively concealed grossly negligent acts, and (B) any claims relating specifically to Xxxxx’x actions or omissions as a director of the Company. The enumeration of specific rights, claims, and causes of action being released should not be construed to limit the general scope of the foregoing release. It is the intent of Xxxxx and the Company that by the foregoing release, the Company is giving up all rights, claims, and causes of actions against the Xxxxx Released Parties which accrued prior to the effective date hereof, whether or not he is aware of them and whether or not any damage or injury has yet occurred. This release does not include either Party’s right to enforce the terms of this Agreement. Nothing in this Agreement extinguishes any claims the Company may have: (i) against Xxxxx for breach of the Retirement Agreement or this Agreement; or (ii) against any of the Xxxxx Released Parties for any claims arising from events that occur following the Effective Date (as defined in the Supplemental Release Agreement).
The Company’s Release. As of the Closing, and without further action by any of the Parties, the Company, on behalf of itself and its Affiliates, predecessors, successors and assigns, and all others claiming through the Company (collectively, the "Company Releasors"), fully releases and discharges TVF, Xxxxxxx, Third Capital, Xxxxxxx and Xxxxx, and their Affiliates, agents, predecessors, successors and assigns (the "Shareholder Releasees"), from any and all claims, demands, disputes, controversies, damages, expenses, obligations, liabilities, costs, fees (including reasonable attorneys' fees) and causes of action of whatever kind or character which any of the Company Releasors have, may have or may claim to have against any of the Shareholder Releasees arising out of or relating to, directly or indirectly, the business or affairs of the Company or the ownership of its stock.
The Company’s Release. Effective upon the date of this Agreement, in exchange for good and valuable consideration, the receipt and adequacy of which is hereby confirmed, the Company, on its own behalf and on behalf of each of the Company Parties, hereby voluntarily, intentionally, knowingly, absolutely, unconditionally and irrevocably releases, waives, remits, acquits and forever discharges and covenants not to sue each of the FF Top Parties from and with respect to any and all Claims asserted or assertable by or on behalf of any Company Party, which it now has, has ever had or may hereafter have, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, cause, event or other matter whatsoever occurring at any time after September 23, 2022 but prior to the execution of this Agreement on the date of this Agreement; provided, however, that the foregoing shall not (i) release any Claim or right that existed on or prior to September 23, 2022 but was not released pursuant to the Prior Release or (ii) release any Claim or right under (or terminate) any agreement between one or more FF Top Parties on the one hand, and one or more Company Parties on the other hand (including without limitation this Agreement, the Heads of Agreement and the Prior Release).
The Company’s Release. Subject to Section 5, the Company, for ----------------------- itself and on behalf of the Company Parties, hereby releases and forever discharges and agrees to hold harmless the Executive and the Executive Parties from any and all Released Claims that the Company or any Company Party currently has or possesses, or had prior to the date of this Agreement or at any time may have against the Executive and/or against one or more Executive Parties, arising out of, based upon or in any way related to (i) the Employment Agreement or any other employment agreement, or any other contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of negligence, negligent or intentional infliction of emotional distress, negligent or intentional interference with contract or prospective economic advantage, negligent or intentional misrepresentation, conspiracy, defamation (including libel and slander), invasion of privacy and/or fraud; (ii) Executive's employment with the Company or the cessation thereof, (iii) all matters arising out of any common law or federal, state, local or other governmental statute, regulation or ordinance; or (iv) arising out of any principle of contract law or common law.
The Company’s Release. For itself and its employees, the Company hereby releases the University and its regents, employees, and agents forever from any and all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (i) the manufacture, use, lease, sale, or other disposition of a Licensed Product; (ii) the assigning or licensing of the Company’s rights under this Agreement; or (iii) with the exception of the
The Company’s Release. Subject to SECTION 5.3, the Company, for itself and on behalf of the Company Parties, hereby releases and forever discharges and agrees to hold harmless Executive and each of the Executive Parties from any and all Released Claims that the Company or any Company Party currently has or possesses, or had prior to the date of this Agreement or at any time may have against Executive and/or one or more Executive Parties, arising out of, based upon or in any way related to the Employment Agreement, the Employee NDA or Executive's employment with the Company, or any other matter of any nature whatsoever.
