Waiver and Release by the Company. (a) In consideration of the matters set forth in this Agreement, except for the payment and benefits expressly provided herein, the Price Legacy Entities, for themselves and their successors and assigns (collectively “Price Legacy Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Executive and his successors, executors and assigns, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Price Legacy Releasees”), from any and all Claims of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law which the Price Legacy Releasors had, now have, or may have in the future as a result of any facts or circumstances currently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive’s employment by or service with the Company), against each or any of the Price Legacy Releasees (collectively, the “Price Legacy Released Claims”); provided that the Price Legacy Released Claims shall not include either (x) any Claims arising from any action to enforce the Executive’s obligations under this Agreement, the Master Separation Agreement or any other agreement or instrument entered into and delivered under this Agreement or the Master Separation Agreement or (y) any Claims as to which indemnification of a director or officer of the Company would be unavailable under Maryland law. The Company acknowledges and agrees that if it or any other Price Legacy Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Price Legacy Releasees with respect to any cause, matter or thing which is the subject of this Section 12(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Price Legacy Releasee may recover from the Company all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees. In addition, to the extent the Company’s consent is required under the formation or organizational documents of partnerships and/or joint ventures to which the Company is a party, the Company agrees not to consent to the assertion of any Claims against Executive by such partnerships or joint ventures, subject to the exceptions contained in the first sentence of this Section 12.
(b) With respect to any and ...
Waiver and Release by the Company. The Company waives, releases, and forever discharges you from all claims the Company may have against you as of the date it signs this Agreement under any common law, federal, state or local law, regulation, ordinance or order, arising out of your employment with the Company.
Waiver and Release by the Company. For valuable consideration from Employee receipt of which is hereby acknowledged, the Parent Company (for itself and its current and former parents, subsidiaries, divisions, affiliates, successors, assigns, and anyone else claiming by or through it) waives, releases, and forever discharges Employee and his heirs, personal representatives, successors, attorneys, agents and representatives (“Employee Releasees”) from any and all rights, causes of action, claims or demands, whether express or implied, known or unknown, that arise on or before the date that Parent Company executes this Agreement, which Parent Company has or may have against Employee or the Employee Releasees. For valuable consideration from Employee receipt of which is hereby acknowledged, JRGI (for itself and its current and former parents, subsidiaries, divisions, affiliates, successors, assigns, and anyone else claiming by or through it) waives, releases, and forever discharges Employee and the Employee Releasees from any and all rights, causes of action, claims or demands, whether express or implied, known or unknown, that arise on or before the date that JRGI executes this Agreement, which JRGI has or may have against Employee or the Employee Releasees.
Waiver and Release by the Company. From and after the Acceptance Date, the Company shall not have any right of contribution or indemnification against the PPB Sub. Effective as of the Acceptance Date, the Company, on behalf of itself and each of its past, present and future affiliates, beneficiaries and assigns (the “Company Related Persons”), hereby releases and forever discharges the PPB Sub and each of its respective past, present and future affiliates, subsidiaries, stockholders, successors and assigns, and their respective officers, directors, employees, agents and representatives (collectively, “PPB Sub Releasees”), from any and all claims, demands, proceedings, causes of action, court orders, obligations, contracts, agreements (express or implied), debts and liabilities under or relating to the PPB Sub (including any liability or obligation arising under or pursuant to any employment agreement or other compensation arrangement) whether known or unknown, suspected or unsuspected, both at law and in equity, which the Company or any of the Company Related Persons now has, has ever had or hereafter has against the respective PPB Sub Releasees. Notwithstanding the foregoing, the Company does not release, and this Section 1(e) shall not be deemed to affect, any obligation of the PPB Sub pursuant to this Agreement, the Merger Agreement, the Contribution Agreement, the Working Capital Reconciliation Agreement, the PPB Services Agreement or the Noncompetition Agreement.
Waiver and Release by the Company. For valuable consideration from Employee receipt of which is hereby acknowledged, the Parent Company waives, releases, and forever discharges Employee from any and all rights, causes of action, claims or demands, whether express or implied, that arise from any act or omission of Employee that was known to the Board of Directors (other than Employee) or any corporate officer (other than Employee) of the Parent Company on or before the date that the Parent Company executes this Agreement, which the Parent Company has or may have against Employee. For valuable consideration from Employee receipt of which is hereby acknowledged, JRGI waives, releases, and forever discharges Employee from any and all rights, causes of action, claims or demands, whether express or implied, that arise from any act or omission of Employee that was known to the Board of Directors (other than Employee) or any corporate officer (other than Employee) of JRGI on or before the date that JRGI executes this Agreement, which JRGI has or may have against Employee.
Waiver and Release by the Company. The Company (a) waives protest of all commercial paper at any time held by the Lenders on which the Company is in any way liable, notice of nonpayment at maturity of any and all of its Accounts, Instruments, Chattel Paper or General Intangibles, and, except where required hereby or by law, notice of action taken by the Lenders, and (b) releases Lenders from all claims for loss or damage caused by any failure to collect on any such Account, Instrument, Chattel Paper or General Intangible or by any act or omission on the part of the Lenders or their officers, agents, and employees, except for gross negligence and willful misconduct.
Waiver and Release by the Company. By signing this Agreement and by acceptance of the mutual consideration and covenants contained herein, the Company WAIVES, RELEASES AND FOREVER DISCHARGES you with respect to any and all agreements, promises, liabilities, claims, demands, rights and entitlements of any kind whatsoever, in law or equity, whether known or unknown, asserted or unasserted, fixed or contingent, apparent or concealed, which the Company ever had, now has or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever existing, arising or occurring at any time on or prior to the date the Company executes this Agreement, including, without limitation, any and all claims arising out of or relating to your employment, compensation and benefits with the Company, and your resignation thereof; provided, however, that this waiver and release shall not
Waiver and Release by the Company. The Company, on its own behalf and on behalf of its successors and assigns, hereby waives any and all Claims arising in connection with or otherwise relating to the Employment Agreement, Fritzsche's relationship with the Company and his terminatixx xxxxxxxxm or his resignation as Vice President of Corporate Development and member of the Scientific Advisory Board of the Company, that it has or may have against Fritzsche and does hereby release and forever discharge Frixxxxxx xx and from any and all debts, claims, demands, dxxxxxx, xctions, causes of action, or liabilities of any nature whatsoever arising in connection with or otherwise relating to the Employment Agreement, Fritzsche's relationship with the Company and his terminatixx xx xxx xesignation as Vice President of Corporate Development and member of the Scientific Advisory Board of the Company, that the Company shall or may have against Fritzsche; provided, however, that such waiver and release xx xxx Xxmpany shall not apply to any Claims relating to (i) the Company's enforcement of the Survival Provisions of the Employment Agreement which provisions hall survive Fritzsche's termination and execution of the Termination Agreement, xx (ii) any intentional or willful misconduct, gross negligence or illegal activity by Fritzsche during his employment with the Company.
Waiver and Release by the Company. The Company releases and forever discharges the Executive from any and all claims, demands, actions, liabilities and damages arising out of or related to the Employment Agreement or the Executive's performance as an employee, officer or director prior to the date hereof.
Waiver and Release by the Company. The Company, on its own behalf and on behalf of its successors and assigns, hereby waives any and all Claims arising in connection with or otherwise relating to the Employment Agreement, Ley’ relationship with the Company and his termination therefrom or his resignation as Executive Vice President of Exploration and the Chief Strategy Officer, that it has or may have against Ley and does hereby release and forever discharge Ley of and from any and all debts, claims, demands, damages, actions, causes of action, or liabilities of any nature whatsoever arising in connection with or otherwise relating to the Employment Agreement, Ley’s relationship with the Company and his termination or his resignation as Executive Vice President of Exploration and the Chief Strategy Officer, that the Company shall or may have against Ley; provided, however, that such waiver and release by the Company shall not apply to any Claims relating to the Company’s enforcement of the survival provisions of the Employment Agreement which provisions shall survive Ley’s termination and execution of the Termination Agreement.
