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.
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. In consideration of Employee’s agreement to enter into this Agreement, the Company hereby and forever, irrevocably and unconditionally waives and releases any and all rights, claims and causes of action against Employee, known or unknown, asserted or unasserted, that arise or exist as a result of acts or omissions prior to the date of Employee’s execution of this Agreement.
Waiver and Release by the Company. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “
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. 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. In consideration of the entering into of this Agreement, the Company hereby (for itself individually and on behalf of the Predecessor Company and each of its subsidiaries and each other entity it controls or for which it acts) releases, acquits, satisfies, quit-claims, exonerates and forever discharges each Noteholder, its subsidiaries and other affiliates (including, without limitation, Plainfield Asset Management with respect to Plainfield Direct LLC, and their respective Related Parties (as defined in the Note Purchase Agreements)) of and from any and all, and all manner of, actions, causes of action, suits, debts, liabilities, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, that any of the Company, the Predecessor Company or such other entity, ever had, now has, or which any trustee, legal representative, successor or assign of any of the Company, the Predecessor Company, its subsidiaries or any such entity, hereafter can, shall or may in the future have, against each Noteholder, its subsidiaries and its affiliates (including, without limitation, Plainfield Asset Management with respect to Plainfield Direct Inc.), whether known or unknown, for, upon or by reason of any matter, cause or thing whatsoever, occurring (or rights thereto occurring) prior to the date hereof, except in respect of such claims against any Noteholder as a result of a breach of such Noteholder’s obligations contemplated by this Agreement.
