Common use of Waiver and Release by the Company Clause in Contracts

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. (a) In consideration of 5.1 To the matters set forth in this Agreementfullest extent permitted by law, excluding and except for any claims the payment Company may have under or for breach of this Agreement and benefits expressly provided hereinRelease, the Price Legacy EntitiesCompany, for themselves and their itself, its predecessors, divisions, subsidiaries, officers, directors, shareholders, principals, agents, employees, affiliates, partners, designees, representatives, successors and assigns (collectively “Price Legacy Releasors”) does hereby irrevocably and unconditionally releasegenerally releases, acquit remises, acquits and forever discharge the Executive and his successorsdischarges, executors and assigns, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Price Legacy Releasees”), Welsh from any and all Claims legally waiveable agreements, promises, liabilities, claims, demands, rights and entitlements of any nature kind whatsoever, in law or equity, whether known or unknown, whether in law asserted or equity and whether arising under federalunasserted, state fixed or local law contingent, apparent or concealed, which the Price Legacy Releasors Company, its predecessors, divisions, subsidiaries, officers, directors, shareholders, principals, agents, employees, affiliates, partners, designees, representatives, successors and assigns ever had, now havehas or hereafter can, shall or may have in the future as a result for, upon, or by reason of any facts matter, cause or circumstances currently existing thing whatsoever existing, arising or which may have existed in occurring at any time on or prior to the past (date the Company executes this Agreement and Release, including, without limitation, any and all matters claims arising from the Executiveout of or relating to Welsh’s employment by or service employment, compensation and benefits with the Company)Company and/or the termination thereof, against each and any and all contract claims, benefit claims, tort claims, fraud claims, commissions, defamation, disparagement, or other personal injury claims, claims related to any of the Price Legacy Releasees (collectivelybonus compensation, the “Price Legacy Released Claims”); provided and claims for costs, expenses and attorneys’ fees with respect thereto, except that the Price Legacy Released Claims shall not include either (x) any Claims arising from any action to enforce the ExecutiveWelsh’s obligations under this AgreementAgreement and Release shall continue in full force and effect in accordance with its terms; provided, the Master Separation Agreement or any other agreement or instrument entered into and delivered under that, this Agreement or the Master Separation Agreement or (y) any Claims as Paragraph 5.1 will not apply to illegal acts committed by Welsh which indemnification of a director or officer of she was not directed to commit by 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 (i) is found liable for a material amount of damages by a court of competent jurisdiction based on a claim by an unrelated third party; or (ii) in the Company’s sole discretion, the Company agrees settles a claim by an unrelated third party that is based on Welsh’s illegal acts for a material amount. The Company represents and warrants that it has not to consent filed or brought any claims of any kind or nature relating to the assertion matters released herein, and it further represents and warrants that it and its officers are not aware of any Claims against Executive by such partnerships or joint ventures, subject to the exceptions contained in the first sentence of this Section 12claims for matters released herein.