Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 6 contracts
Samples: Consent Agreement, Waiver And, Waiver And
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Enterprises, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo sanctioning organization, racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 5 contracts
Samples: Hold Harmless Agreement, Hold Harmless Agreement, Hold Harmless Agreement
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, team owners, race teams, vehicle owners, drivers, pit crews, suppliers, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events or Activities (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s presence or participation at Events or Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 4 contracts
Samples: Covid 19, Covid 19, Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Enterprises, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo sanctioning organization, racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 3 contracts
Samples: Waiver and Release of Liability, Waiver and Release of Liability, Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, team owners, race teams, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 3 contracts
Samples: And Indemnity Agreement, Waiver and Release of Liability, Waiver and Release of Liability
Waiver and Release. UNDERSIGNED Except for the claims listed on Schedule 2.7 attached hereto, each of the VisionComm Shareholders, on behalf of himself, his transferees, successors and assigns, and any trustees, heirs, beneficiaries, executors and administrators (each, a "Releasor"), hereby RELEASESreleases, WAIVES, AND FOREVER DISCHARGES forever discharges and waives any rights against AWK and the Purchasers, the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereofCompany, any promoterpresent and future directors and officers of either, participantany present or future shareholders of AWK or the Purchasers, rodeo associationand counsel to the Company, rodeo grounds operatorAWK and the Purchasers, arena ownerand in each case, officials, sponsors, advertisers such person's or entity's respective successors and assigns (in each case associated in case, other than the respective VisionComm Shareholder and any way with any officers and directors of the Events), owners and lessees Company who resign and/or are removed or voted out of office in accordance with the premises used Master Agreement) (the released parties being hereinafter collectively referred to conduct as the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”"Released Parties"), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bondsaccounts, bills, balancescovenants, lossescontracts, costscontroversies, expensesagreements, promises, trespasses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders extents, executions, claims, and demands whatsoever, in lawlaw or equity (collectively, at equity "Claims") that Releasor ever had, now have or otherwisehereafter can, of whatever kind shall or naturemay have against the Released Parties, whether known or unknownfor, suspected or unsuspectedupon, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out by reason of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related otherwise relating to the conduct of the business of the Company or the Purchasers or the transactions described or referred to herein, from the beginning of the world to the date of this General Release. Releasor hereby represents (and acknowledges the reliance of the Released Parties hereon) that Releasor has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm, corporation or entity whatsoever, any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released ClaimClaims herein released and discharged.
Appears in 2 contracts
Samples: Waiver and Release (Chequemate International Inc), Waiver and Release (Chequemate International Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES(a) In consideration of the payments and benefits set forth in Sections 3 (a), WAIVES, AND FOREVER DISCHARGES (b) and (c) of this Agreement, the PRCA Executive, for himself, his heirs, administrators, representatives, executors, successors and WPRA assigns (collectively “Releasors”) does hereby irrevocably and its parentsunconditionally release, affiliates acquit and subsidiaries) forever discharge, with prejudice, the Company Entities and their trustees, officers, security holders, partners, agents, former and current employees, officers, and directors, including without limitation all persons acting by, through, under or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way concert with any of the Events), owners them and lessees any insurers of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each any of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events these (hereinafter collectively, the “RELEASEESReleasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, claims, suits, debtsrights, duesdemands, sums of money, bonds, bills, balancescosts, losses, debts and expenses (including attorneys’ fees and costs) arising out of the Executive’s employment by the Company, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected whether in law or unsuspectedequity and whether arising under federal (including bankruptcy), assertedstate or local law and in particular including any claim for discrimination based upon race, accruedcolor, unaccruedethnicity, actualsex, contingentage (including the Age Discrimination in Employment Act of 1967 as amended by the Older Worker Benefit Protection Act (the “ADEA Release”)), national origin, religion, disability, sexual preference, or otherwiseany other unlawful criterion or circumstance, direct or indirect and whether other federal, state, or not concealed local law which regulates any aspect of the employment relationship, which the Releasors had, now have or hidden may have in the future against each or any of the Releasees from the beginning of the world until the date of the execution of this Agreement as set forth on the final page hereof. This release also includes a release by the Executive of any known or unknown claims arising out ofof his employment by the Company, on account of whether in contract or relating to any INJURY TO OR RESULTING IN DEATH (including tort, including, but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) to, actions for wrongful discharge, intentional infliction of emotional distress and/or libel or slander that have accrued as of the UNDERSIGNED arising out of date this Agreement is executed, but does not waive claims under the Age Discrimination in Employment Act, as amended by the Older Worker Benefit Protection Act, that may arise after the date this Agreement is executed. The Executive acknowledges and agrees that if he or related any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 9(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding. It is the intention of the UNDERSIGNED’s Activities parties hereto that this waiver and release be as broad as the law permits. This Section 9(a) does not apply to (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants i) any claims for defense or indemnification that the UNDERSIGNED shall not directly Executive may have under the law, governing documents of the Company or indirectly, bring, commence, institute, maintain, prosecute, aid any Company Entities or fund in any way any action of any kind or otherwise assert against any directors and officers liability insurance coverage which covers occurrences arising during the Executive’s tenure as an officer and/or director of the RELEASEES anywhere in Company or any Company Entities, or (ii) any benefits payable to the world Executive under any Released Claimemployee benefit plan subject to ERISA (including the Company’s 401(k) plan and tax-qualified pension plan).
Appears in 2 contracts
Samples: Termination and Release Agreement (Joy Global Inc), Termination and Release Agreement (Joy Global Inc)
Waiver and Release. UNDERSIGNED hereby RELEASESThe undersigned ("Tenant"), WAIVESas a tenant in the building ("Building") located at ________________________, AND FOREVER DISCHARGES desires to utilize telecommunications services to be provided by _________________ ("PROVIDER"). Tenant acknowledges that the services of Provider will be furnished over a cable distribution system installed in the Building by Provider, and that in the PRCA future Provider may be required to make use of a building riser and WPRA distribution cabling system should the Building owner/Tenant's landlord ("Landlord") so elect. The agreement between Tenant and Provider limits Provider's liability to Tenant and its parentssuccessors and assigns in various respects. In consideration of Landlord's permitting Provider to provide services to Tenant, affiliates Tenant executes this instrument to acknowledge that in no event shall Landlord, its mortgagees and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)property manager, and each of their respective parentspartners, subsidiaries, affiliated corporations and entities, shareholdersdirectors, officers, directorsemployees and agents ("RELEASED PARTIES") be liable to Tenant for direct, managing agentsindirect, employeesconsequential, independent contractorsspecial, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccruedincidental, actual, contingentpunitive or any other damages, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to for any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action lost profits of any kind or otherwise assert nature whatsoever, arising out of mistakes, accidents, errors, omissions, interruptions or defects in transmission, or delays, including those which may be caused by regulatory or judicial authorities, in connection with the services and/or equipment to be provided by Provider, or the obligations of Provider pursuant to its agreement with Tenant, REGARDLESS OF WHETHER SAME IS CAUSED BY THE NEGLIGENCE OR SOLE NEGLIGENCE OF A RELEASED PARTY, and agrees that Provider is the only Party against which it will seek any form of damages or relief in any claim or action related to the services contemplated to be provided by Provider. Tenant waives and releases all rights and remedies against the Released Parties that are inconsistent with the foregoing. It is understood that each Released Party shall rely upon, and is an intended third party beneficiary of, this instrument. This agreement shall be binding upon Tenant and its successors and assigns and shall be governed by the laws of the RELEASEES anywhere state in which the world any Released Claim.Building is located. TENANT:
Appears in 2 contracts
Samples: System License Agreement (Firstworld Communications Inc), System License Agreement (Firstworld Communications Inc)
Waiver and Release. UNDERSIGNED To induce the Bank to enter into this Forbearance Agreement, Borrower, for themselves, and their agents, attorneys, successors and assigns, do hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , release the PRCA and WPRA (Bank and its parentspredecessors, affiliates and subsidiaries) or any subdivision thereofsuccessors, any promoterassigns, participantofficers, rodeo associationmanagers, rodeo grounds operatordirectors, arena ownershareholders, officialsemployees, sponsorsagents, advertisers (in each case associated in any way with any of the Events)attorneys, owners and lessees of the premises used to conduct the Event(s)representatives, insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parentsparent corporations, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events affiliates (hereinafter collectively, the “RELEASEES”collectively referred to as "Affiliates"), jointly and severally from any and all actionsclaims, causes of actioncounterclaims, claimsdemands, damages, debts, agreements, covenants, suits, debtscontracts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesobligations, liabilities, obligationsaccounts, lawsuitsoffsets, judgmentsrights, orders actions and demands whatsoevercauses of action for contribution and indemnity, whether arising at law or in lawequity (including without limitation, at equity claims of fraud, duress, mistake, tortious interference, usury, or otherwisecontrol), of whatever kind whether presently possessed or naturepossessed in the future, whether known or unknown, suspected whether liability be direct or unsuspectedindirect, assertedliquidated or unliquidated, accruedwhether presently accrued or to accrue hereafter, unaccrued, actual, whether absolute or contingent, foreseen or otherwiseunforeseen, direct or indirect and whether or not concealed heretofore asserted, for or hidden arising out of, on account because of or relating as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission or of any tort, or any other matter whatsoever or thing done, omitted or suffered to be done by Lender or any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of its Affiliates, insofar as the UNDERSIGNED arising same arise out of or relate to the Loans, the Loan Documents, the collateral securing the Loans, the debtor-creditor relationship between the parties, and all communications or contacts between the parties related to any of the UNDERSIGNED’s Activities (hereinafterforegoing, including this Forbearance Agreement, which has occurred in whole or in part, or was initiated at any time from the “RELEASED CLAIMS”)beginning of time up to and immediately preceding the moment of the execution of this Agreement. The UNDERSIGNED covenants rights and defenses being waived and released hereunder include without limitation any claim or defense based on the Bank having charged or collected interest at a rate greater than that allowed to be contracted for by applicable law as changed from time to time; provided, however, in no event shall such waiver and release be deemed to change or modify the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any terms of the RELEASEES anywhere Loan Documents or the Loans which provide that sums paid or received in excess of the world any Released Claimmaximum rate of interest allowed to be contracted for by applicable law, as changed from time to time, reduce the principal sum due, said provision to be in full force and effect.
Appears in 2 contracts
Samples: Modification Agreement (Elcotel Inc), Forbearance and Modification Agreement (Elcotel Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES the League, the PRCA and WPRA (and its parentsUSA Cricket, affiliates and subsidiaries) or any subdivision thereofAtlanta Cricket Fields, any promoterCity of Roswell, participantGwinnett County Parks & Recreation, rodeo associationCity of Xxxxx Xxxxx, rodeo grounds operatorXxxx xx Xxxxxx, arena ownerCity of Alpharetta, officialsForsyth County Parks & Recreation, sponsorsCity of Brookhaven, advertisers (in each case associated in any way with any Cherokee County Parks & Recreation, Xxxx County Parks & Recreation, City of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)Xxxxx Springs, and each of their respective parentsvolunteers, subsidiariestrustees, affiliated corporations and entities, shareholdersdirectors, officers, directors, managing agents, employees, independent contractors, members, agents, coaches, players, administrators and all other persons or entities participating or involved in the Events independent contractors (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO INJURY, ILLNESS OR RESULTING IN DEATH (including but not limited to INJURY TO INJURY, ILLNESS OR DEATH RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of participation in the UNDERSIGNED’s Activities Events (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Samples: Waiver and Release of Liability, Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESfor yourself and on behalf of anyone claiming through you including each and all of your legal representatives, AND FOREVER DISCHARGES administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), do hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that Americans with Disabilities Act, the UNDERSIGNED shall not directly or indirectlyEqual Pay Act, bringthe Employee Retirement Income Security Act, commencethe Xxxxx Xxxxxxxxx Fair Pay Act of 2009, institutethe Family and Medical Leave Act, maintainXxxxxxxx-Xxxxx Act of 2002, prosecutethe National Labor Relations Act, aid or fund in any way any action the Rehabilitation Act of any kind or otherwise assert against any of 1973, the RELEASEES anywhere in Worker Adjustment Retraining and Notification Act, the world any Released ClaimUniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, and the Genetic Information Nondiscrimination Act.
Appears in 2 contracts
Samples: Transition and Separation Agreement (Shyft Group, Inc.), Transition and Separation Agreement (Shyft Group, Inc.)
Waiver and Release. UNDERSIGNED hereby RELEASESEffective as of the Closing, WAIVESPurchaser and its Group (including Guarantor), AND FOREVER DISCHARGES for itself and each of its affiliates (including, for the avoidance of doubt, the PRCA and WPRA (Subsidiaries) and its parentsand their respective former, current and future directors, officers, employees, general and limited partners, managers, members, direct and indirect equityholders, controlling persons, affiliates, attorneys, assignees, agents, advisors, and representatives, and representatives and affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with of any of the Events)foregoing, owners and lessees any former, current or future estates, heirs, executors, administrators, trustees, successors and assigns of any of the premises used to conduct the Event(s)foregoing (each, insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the a “RELEASEESPurchaser Releasor”), from any hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actionsClaims, causes of actiondemands, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesobligations, liabilities, obligationsdefenses, lawsuitsaffirmative defenses, judgmentssetoffs, orders counterclaims, actions and demands whatsoever, in law, at equity or otherwise, causes of action of whatever kind or nature, whether known or unknown, suspected or unsuspectedwhich any Purchaser Releasor has, asserted, accrued, unaccrued, actual, contingentmay have, or otherwisemight have or may assert now or in the future, direct against any member of the Vendor Group and their respective successors or indirect and whether or not concealed or hidden assigns (each, a “Purchaser Releasee”) to the extent arising out of, based upon or resulting from any matter set forth on account of or relating Schedule 7.19 to any INJURY TO OR RESULTING IN DEATH the Vendor disclosure letter (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMSReleased Matters”). The UNDERSIGNED covenants that Purchaser shall, and shall cause its Group, including the UNDERSIGNED shall not Subsidiaries to, refrain from, directly or indirectly, bringasserting any claim or demand, commenceor commencing, instituteinstituting, maintain, prosecute, aid or fund in causing to be commenced any way any action legal proceeding of any kind or otherwise assert against any of the RELEASEES anywhere in the world a Purchaser Releasee based upon any Released Claim.Matter. Each Purchaser Releasee to whom this Section 7.19 applies shall be a third party beneficiary of this Section 7.19. SCHEDULE A DEFINED TERMS
Appears in 2 contracts
Samples: Asset Purchase Agreement (Synchronoss Technologies Inc), Asset Purchase Agreement (Synchronoss Technologies Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Automobile Racing Club of America, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.COVID-
Appears in 2 contracts
Waiver and Release. UNDERSIGNED hereby RELEASESEffective as of the Closing, WAIVESeach Seller, AND FOREVER DISCHARGES on behalf of itself, the PRCA its Affiliates and WPRA its (and its parents, affiliates Affiliates) successors and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers assigns (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEESReleasing Parties”), from irrevocably and unconditionally waives and releases any and all actionsrights with respect to, and releases, forever acquits and discharges each and all of LPT and its managers, directors, officers, employees, stockholders, agents and other representatives, and their respective heirs, executors, administrators, successors and assigns (“Released Parties”) with respect to, each and all claims, demands, charges, complaints, obligations, causes of action, claims, suits, debtsliabilities, duesindebtedness, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitmentsinstruments, undertakingscontracts (written or oral, express or implied), controversies, promises, liabilitiesfees, obligationsexpenses (including attorneys’ fees, lawsuitscosts and expenses), damages and judgments, orders and demands at law or in equity, in contract or tort, in United States, state, foreign or other judicial, administrative, arbitration or other proceedings, of any nature whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, assertedpreviously, accruednow or hereafter arising, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising in each case which arise out of, are based upon or are connected with facts or events occurring or in existence on account of or relating prior to the Closing Date (“Released Claims”). Each Seller further represents and warrants that it has not assigned or otherwise transferred any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of right or related interest in or to any of the UNDERSIGNED’s Activities (hereinafterReleased Claims. Each Seller further acknowledges that such Seller is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the “RELEASED CLAIMS”)releasing or discharging party at the time of execution of the release and discharge. The UNDERSIGNED covenants that Each Seller hereby expressly waives, surrenders and agrees to forego any protection to which such Seller would otherwise be entitled by virtue of the UNDERSIGNED existence of any such statute in any jurisdiction. This Section 5.2 shall not directly apply to claims against Buyer or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action LPT for the breach of any kind representations, warranties or otherwise assert against any of the RELEASEES anywhere covenants set forth herein or in the world any Released ClaimAncillary Agreements, to the extent applicable.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Faro Technologies Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilitiesliabilit ies , obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Waiver and Release. UNDERSIGNED hereby RELEASES7.1. Effective as of and contingent upon the Closing, WAIVESto the fullest extent permitted by applicable Law, AND FOREVER DISCHARGES each Selling Shareholder, the PRCA and WPRA (on behalf of itself and its parentsshareholders or members, affiliates as applicable, beneficial owners, assigns and subsidiaries) or any subdivision thereofbeneficiaries and, any promoterto the extent acting in a representative capacity, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parentscreditors, subsidiaries, affiliated corporations and entities, shareholdersdirectors, officers, directors, managing agentsmanagers, employees, independent contractorsinvestors, membersAffiliates, agentsrepresentatives (including any investment banking, legal or accounting firm retained by such Selling Shareholder), successors and all other persons or entities participating or involved in the Events assigns of any of them (hereinafter collectively, the “RELEASEESReleasing Parties”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges the Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Parties”) from any and all actions, causes of action, claims, suits, debts, dues, sums of moneyaccounts, bonds, bills, balancescovenants, lossescontracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders compensation or liabilities of every kind and demands any nature whatsoever, in laweach case whether absolute or contingent, at equity liquidated or otherwiseunliquidated, of whatever kind or nature, whether known or unknown, suspected direct or unsuspectedderivative on behalf of any Person, assertedand whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), accruedwhich such Releasing Parties, unaccruedor any of them, actualhad, contingenthas, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, direct arising or indirect existing, or occurring, in whole or in part, at any time in the past until and whether including the Closing against any of the Released Parties with respect to the Company or not concealed any of its Subsidiaries, including such Selling Shareholder’s investment in securities in the Company or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH or in connection with the Existing Articles and/or the Existing Shareholders Agreement (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED Release shall not directly or indirectlybe effective as a full, bring, commence, institute, maintain, prosecute, aid or fund in any way any action final and irrevocable accord and satisfaction and release of any kind or otherwise assert against any all of the RELEASEES anywhere in the world any such Released ClaimClaims.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Alibaba Group Holding LTD)
Waiver and Release. UNDERSIGNED INDIVIDUAL hereby RELEASES, WAIVES, AND FOREVER DISCHARGES USA BMX, BMX Canada, ABA, the PRCA and WPRA (and its parents, affiliates and subsidiariesorganizer(s) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events)Activities, owners and lessees the operator of the Activities, the owner of the premises used to conduct on which an Activity takes place (the Event(s"Premises"), insurersthe lessor of a Premises, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)and/or operator of a Premises, and each of their respective parentsadministrators, subsidiariesdirectors, affiliated corporations and entities, shareholdersagents, officers, directorsvolunteers, managing agents, and employees, independent contractorsas well as other participants, memberssponsors and advertisers, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO INJURY, ILLNESS OR RESULTING IN DEATH (including but not limited to INJURY TO INJURY, ILLNESS OR DEATH RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED INDIVIDUAL arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED INDIVIDUAL covenants that the UNDERSIGNED INDIVIDUAL shall not not, directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Waiver and Release. UNDERSIGNED Except for the Claims, as defined below, listed in Schedule 2.7 attached hereto, each of the VisionComm Shareholders, on behalf of himself, his transferees, successors and assigns, and any trustees, heirs, beneficiaries, executors and administrators (each, a "Releasor"), hereby RELEASESreleases, WAIVES, AND FOREVER DISCHARGES forever discharges and waives any rights against AWK, the PRCA and WPRA (and its parentsPurchasers, affiliates and subsidiaries) or any subdivision thereofthe Company, any promoterpresent and future directors and officers of either, participantany present or future shareholders of AWK, rodeo associationand counsel to the Company and AWK and the Purchasers, rodeo grounds operatorand in each case, arena owner, officials, sponsors, advertisers such person's or entity's respective successors and assigns (in each case associated in case, other than the respective VisionComm Shareholder and any way with any officers and directors of the Events), owners and lessees Company who resign and/or are removed or voted out of office in accordance with the premises used Master Agreement) (the released parties being hereinafter collectively referred to conduct as the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”"Released Parties"), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bondsaccounts, bills, balancescovenants, lossescontracts, costscontroversies, expensesagreements, promises, trespasses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders extents, executions, claims, and demands whatsoever, in lawlaw or equity (collectively, at equity "Claims") that Releasor ever had, now have or otherwisehereafter can, of whatever kind shall or naturemay have against the Released Parties, whether known or unknownfor, suspected or unsuspectedupon, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out by reason of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related otherwise relating to the conduct of the business of the Company or AWK or the transactions described or referred to herein, from the beginning of the world to the date of this general release. Releasor hereby represents (and acknowledges the reliance of the Released Parties hereon) that Releasor has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm, corporation or entity whatsoever, any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released ClaimClaims herein released and discharged.
Appears in 2 contracts
Samples: Waiver and Release of Employee Shareholders (Chequemate International Inc), Waiver and Release of Employee Shareholders (Chequemate International Inc)
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESon behalf of yourself and anyone claiming through you, AND FOREVER DISCHARGES including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Xxxxxxx-Xxxxxx Civil Rights Act, the Michigan Equal Pay Law, the Michigan Minimum Wage Law of 1964, the Michigan Persons With Disabilities Civil Rights Act, and the Michigan Whistleblower's Protection Act (the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Samples: Separation Agreement (Horizon Global Corp), Separation Agreement (Horizon Global Corp)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Automobile Racing Club of America, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Samples: Waiver and Release of Liability, Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any As of the Events)Effective Date, owners and lessees each of the premises used to conduct the Event(s)Loan Parties, insurers, underwriters, consultants on their own behalf and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and on behalf of each of their respective parentspast, present and future predecessors, successors, subsidiaries, affiliated corporations and parent entities, assigns, shareholders, partners, members, owners, other principals, affiliates, managers, and, with respect to each Loan Party and each of the other foregoing entities and individuals, each of their respective predecessors, successors, assigns, and past and present shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers, directors, managing agents, employees, independent contractors, membersattorneys, agents, other representatives, insurers and all any other persons individuals and entities claiming or entities participating acting by, through, under or involved in concert with any of the Events Loan Parties (hereinafter collectively, the “RELEASEESLoan Party Releasors”), hereby fully and forever release, relinquish, discharge and acquit Lender and their respective past, present, and future predecessors, successors, subsidiaries, parent entities, assigns, participants, shareholders, partners, members, owners, other principals, affiliates, managers, and, with respect to each of the foregoing entities and individuals, each of their respective predecessors, successors, assigns, participants and past and present shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers, directors, attorneys, agents, other representatives, insurers and any other individuals and/or entities claiming or acting by, through, under or in concert with each such entity or individual (collectively, the “Lender Party Releasees”), of and from and against any and all actionsclaims, demands, obligations, duties, liabilities, damages (including, without limitation, special, punitive, indirect or consequential damages), expenses, claims of offset, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, claims, suits, debts, dues, sums of money, bondsaccounts, billscompensation, balancescontracts, lossescontroversies, promises, damages, costs, expenseslosses and remedies therefor, damageschoses in action, covenantsrights of indemnity or liability of any type, agreementskind, commitmentsnature, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands description or character whatsoever, arising prior to the Effective Date, directly or indirectly, in lawany manner from and/or out of (i) any Main Street Loan Document, at equity including this Modification, (ii) Lender’s acts, statements, conduct, representations and omissions made in connection therewith and the negotiation of this Modification, and (iii) any fact, matter, transaction or otherwise, of whatever kind or natureevent relating thereto, whether known or unknown, suspected or unsuspected, assertedwhich could, accruedmight or may be claimed to have existed, unaccruedwhether liquidated or unliquidated, actualeach though fully set forth herein at length (collectively, contingentthe “Released Claims”). As of the Effective Date, the Loan Party Releasors hereby waive the provisions of any applicable laws restricting the release of the Released Claims which the Loan Party Releasors do not know or suspect to exist at the time of release, which, if known, would have materially affected the decision to agree to these releases. The Loan Party Releasors hereby agree, represent and warrant to Lender that they realize and acknowledge that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Loan Party Releasors further agree, represent and warrant that the releases provided herein have been negotiated and agreed upon in light of that realization and that the Loan Party Releasors nevertheless hereby intend to release, discharge and acquit the Lender Party Releasees set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Main Street Loan Documents and all dealings in connection therewith. The Loan Party Releasors hereby acknowledge that they have not relied upon any representation of any kind made by the Lender or any affiliate of Lender in making the foregoing release. The Loan Party Releasors represent and warrant to Lender that they have not heretofore assigned or transferred, or otherwisepurported to assign or to transfer, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited person or entity any matter released by such party hereunder or any portion thereof or interest therein, and each Loan Party Releasor agrees to INJURY TO OR RESULTING IN DEATH FROM COVID-19) indemnify, protect, defend and hold each of the UNDERSIGNED Lender Party Releasees harmless from and against any and all claims based on or arising out of any such assignment or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly transfer or indirectly, bring, commence, institute, maintain, prosecute, aid purported assignment or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimtransfer by such party.
Appears in 2 contracts
Samples: Loan Modification Agreement (Venus Concept Inc.), Loan Modification Agreement (Venus Concept Inc.)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, suppliers, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19COVID- 19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s presence or participation at Events or Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 2 contracts
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Automobile Racing Club of America, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, suppliers, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s presence or participation at Events or Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES To induce the Original Lender, the PRCA Original Collateral Agent, the New Lender and WPRA the New Collateral Agent to agree to the terms of this Agreement, the Borrower, the Subsidiary Guarantors and their respective Affiliates (collectively, the “Releasing Parties”) represent and its parentswarrant that, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any as of the Events)date hereof, owners there are no claims or offsets against, or rights of recoupment with respect to, or disputes of, or defenses or counterclaims to, their obligations under the Original Loan Documents, and lessees in accordance therewith they: (i) waive any and all such claims, offsets, rights of recoupment, disputes, defenses and counterclaims, whether known or unknown, arising prior to the premises used to conduct date hereof; (ii) forever release, relieve, and discharge the Event(s)Original Lender and the Original Collateral Agent and each of their respective officers, insurersdirectors, underwritersshareholders, consultants members, partners, predecessors, successors, assigns, attorneys, accountants, agents, employees and others who give recommendationsrepresentatives (collectively, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s“Released Parties”), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)them, from any and all actionsclaims, liabilities, demands, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakingsobligations, promises, liabilitiesacts, obligations, lawsuits, judgments, orders agreements and demands whatsoever, in law, at equity or otherwisedamages, of whatever kind or nature, whether known or unknown, suspected or unsuspected, assertedcontingent or fixed, accruedliquidated or unliquidated, unaccruedmatured or unmatured, actualwhether at law or in equity, contingentwhich the Releasing Parties ever had, now have, or otherwisemay, direct shall or indirect and whether can hereafter have, directly or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED indirectly arising out of or in any way based upon, connected with, or related to matters, things, acts, conduct and/or omissions at any time to and including the date hereof, including without limitation any and all claims against the Released Parties arising under or related to any of the UNDERSIGNED’s Activities Original Loan Documents or any of the transactions contemplated thereby; (hereinafteriii) covenant and agree not to bring any claim, action, suit or proceeding against the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not Released Parties, directly or indirectly, bring, commence, institute, maintain, prosecute, aid regarding or fund related in any way manner to the matters released hereby; and (iv) represent and warrant to the Released Parties that they have not heretofore assigned or transferred, or purported to assign or transfer, to any action Person or entity any claims or other matters herein released. In connection with the release contained in this Section 4(F), the Releasing Parties acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which they know or believe to be true, with respect to the matters released herein. Nevertheless, it is the intention of the Releasing Parties, through this Agreement and with advice of counsel, fully, finally and forever to release all such matters, and all claims related thereto, which do now exist, or heretofore have existed. In furtherance of such intention, the releases herein given shall be and remain in effect as a full and complete release of such matters notwithstanding the discovery or existence of any kind such additional or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimdifferent claims or facts related thereto.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Daytona International Speedway, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Hold Harmless Agreement
Waiver and Release. UNDERSIGNED hereby RELEASESEach Obligor acknowledges (for itself and its Affiliates and the successors, WAIVESassigns, AND FOREVER DISCHARGES heirs and representatives of each of the foregoing) that the Secured Parties have complied with all of their obligations and duties under the Credit Agreement and other Loan Documents through the date hereof and that, accordingly, no Obligor has any claims or causes of action against the Secured Parties in any manner relating thereto. In furtherance of the foregoing, each Obligor desires (and the Secured Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect the Secured Parties’ rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Fifth Amendment and other good and valuable consideration, each Obligor (for itself and its Subsidiaries and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the PRCA “Releasors”) does hereby fully, finally, unconditionally and WPRA (irrevocably release and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of forever discharge the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), Secured Parties and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholdersAffiliates, officers, directors, managing agents, employees, independent contractorsattorneys, members, agents, consultants and all other persons or entities participating or involved in the Events agents (hereinafter collectively, the “RELEASEESReleased Parties”), ) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or natureeach case, whether known or unknown, suspected contingent or unsuspectedfixed, asserteddirect or indirect, accruedand of whatever nature or description, unaccruedand whether in law or in equity, actualunder contract, contingenttort, statute or otherwise, direct which any Releasor has heretofore had or indirect and whether now or not concealed hereafter can, shall or hidden may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, arising out of, on account of connected with or relating related in any way to the Credit Agreement or any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the UNDERSIGNED arising out Secured Parties contained therein, or the possession, use, operation or control of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action assets of any kind or otherwise assert against any all of the RELEASEES anywhere Obligors, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral (as defined in the world any Released ClaimPledge Agreement and the Security Agreement, as applicable).
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESEffective for all purposes as of immediately prior to the Closing, WAIVESeach Selling Party, AND FOREVER DISCHARGES , on the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)one hand, and each Xxxxx-Xxxxxx, on the other hand, on behalf of their respective parents, subsidiaries, affiliated corporations itself and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, such Person’s successors and all other persons or entities participating or involved in the Events assigns (hereinafter collectively, the “RELEASEESReleasors”), irrevocably and unconditionally releases and forever discharges the other parties, and their respective current and former direct and indirect equityholders, members, directors, managers, partners (limited and general), officers, employees, agents and Representatives and their respective successors and assigns (collectively, the “Releasees”) from any and all actionsActions, charges, complaints, causes of action, claims, suits, debts, dues, sums Damages and Liabilities of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever any kind or naturenature whatsoever, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, fixed or contingent, or otherwise, direct or indirect and whether at law or not concealed in equity, that such Releasor has, had, or hidden may have, in any capacity, against any Releasee, whether directly or derivatively through another Person, arising out contemporaneously with or prior to the transactions contemplated by this Agreement, or on account of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date arising out of or related to the UNDERSIGNED’s Activities (hereinafterBusiness, the “RELEASED CLAIMS”). The UNDERSIGNED covenants Transferred Companies and their respective officers, directors and Representatives; provided, that nothing contained in this Section 5.19 shall be deemed to limit (a) any rights pursuant to or under this Agreement or any Ancillary Agreements or (b) any rights to indemnification or advancement of expenses to which the UNDERSIGNED shall current and former directors and officers of any Transferred Company are entitled pursuant to this Agreement or such Transferred Company’s Organizational Documents; provided further, that each Releasor agrees not directly to make, and to waive any claim for, indemnification, advancement of expenses, exculpation or indirectlycontribution from any Releasee under any Transferred Company’s Organizational Documents, bringor any indemnification agreement, commencearrangement or understanding with any Releasee, institutearising out of or related to any dispute between any Releasee, maintainon the one hand, prosecute, aid or fund and a Releasor (acting in any way capacity), on the other hand, with respect to any action matter arising out of any kind or otherwise assert against any of the RELEASEES anywhere related to this Agreement, other than as may be specifically provided for in the world any Released ClaimARTICLE IX herein.
Appears in 1 contract
Samples: Securities and Asset Purchase Agreement (Brown Forman Corp)
Waiver and Release. UNDERSIGNED hereby RELEASESEach Obligor acknowledges (for itself and its Affiliates and the successors, WAIVESassigns, AND FOREVER DISCHARGES heirs and representatives of each of the foregoing) that the Secured Parties have complied with all of their obligations and duties under the Credit Agreement and other Loan Documents through the date hereof and that, accordingly, no Obligor has any claims or causes of action against the Secured Parties in any manner relating thereto. In furtherance of the foregoing, each Obligor desires (and the Secured Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect the Secured Parties’ rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Fourth Amendment and other good and Credit Agreement valuable consideration, each Obligor (for itself and its Subsidiaries and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the PRCA “Releasors”) does hereby fully, finally, unconditionally and WPRA (irrevocably release and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of forever discharge the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), Secured Parties and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholdersAffiliates, officers, directors, managing agents, employees, independent contractorsattorneys, members, agents, consultants and all other persons or entities participating or involved in the Events agents (hereinafter collectively, the “RELEASEESReleased Parties”), ) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or natureeach case, whether known or unknown, suspected contingent or unsuspectedfixed, asserteddirect or indirect, accruedand of whatever nature or description, unaccruedand whether in law or in equity, actualunder contract, contingenttort, statute or otherwise, direct which any Releasor has heretofore had or indirect and whether now or not concealed hereafter can, shall or hidden may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, arising out of, on account of connected with or relating related in any way to the Credit Agreement or any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the UNDERSIGNED arising out Secured Parties contained therein, or the possession, use, operation or control of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action assets of any kind or otherwise assert against any all of the RELEASEES anywhere Obligors, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral (as defined in the world any Released ClaimPledge Agreement and the Security Agreement, as applicable).
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESfor yourself and on behalf of anyone claiming through you including each and all of your legal representatives, AND FOREVER DISCHARGES administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), do hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that Americans with Disabilities Act, the UNDERSIGNED shall not directly or indirectlyEqual Pay Act, bringthe Employee Retirement Income Security Act, commencethe Xxxxx Xxxxxxxxx Fair Pay Act of 2009, institutethe Family and Medical Leave Act, maintainXxxxxxxx-Xxxxx Act of 2002, prosecutethe National Labor Relations Act, aid or fund in any way any action the Rehabilitation Act of any kind or otherwise assert against any of 1973, the RELEASEES anywhere in Worker Adjustment Retraining and Notification Act, the world any Released ClaimUniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Ohio Civil Rights Act, Ohio Revised Code 4112.01 et seq., and the Ohio Whistleblowers’ Protection Act.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESIn further consideration of the Agent and the Lenders entering into this Agreement, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA (and its parents, affiliates and subsidiaries) with respect to all matters arising out of or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with relating to the Loan Documents, the loans evidenced by the Loan Documents, or the Agent’s or any of the Events)Lender’s actions or omissions in connection with the Loan Documents or such loans, owners the Borrower, on behalf of itself and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions any person or instructions entity claiming by or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events through it (hereinafter collectively, the “RELEASEESReleasors”), from hereby waives and releases any and all claims, counterclaims, crossclaims, demands, actions, causes of action, claimsrights, suitsdefenses, debts, dues, sums and offsets of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands any nature whatsoever, in law, at equity including claims for contribution or otherwise, of whatever kind or natureindemnity, whether now known or unknown, suspected past or unsuspectedpresent, assertedasserted or unasserted, accruedcontingent or liquidated, unaccrued, actual, contingentat law or in equity, or otherwiseresulting from any assignment (collectively, direct the “Claims”), against the Agent and/or the Lenders and all of its and their past and present officers, directors, shareholders, employees, agents, subsidiaries, affiliates, trustees, administrators, attorneys, representatives, predecessors, successors and assigns of any such person or indirect and whether entity (collectively, the “Releasees”), for or not concealed by reason of any cause, matter or hidden thing whatsoever, arising out of, on account from the beginning of time to the date hereof to the extent derived from or relating to this Agreement, the Pledge Agreement or the other Loan Documents or the transactions hereunder or thereunder; provided, however such release shall not apply to any INJURY TO OR RESULTING IN DEATH (including but Claims due to fraud, gross negligence and/or willful misconduct of any Releasee as determined by a court of competent jurisdiction. The Borrower warrants and represents that it has not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) assigned, pledged, hypothecated and/or otherwise divested itself and/or encumbered all or any part of the UNDERSIGNED arising out Claims being released hereby and that it hereby agrees to indemnify and hold harmless any and all of or related to Releasees against whom any of the UNDERSIGNED’s Activities (hereinafterClaim so assigned, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectlypledged, bringhypothecated, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimdivested and/or encumbered is asserted.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby (a) Each Seller, on behalf of itself and each trustee and beneficiary of such Seller and each Person that is directly or indirectly controlled by any such Persons, and the successors and assigns of each (individually, a “Releasor”) FULLY AND FINALLY RELEASES, WAIVESACQUITS AND FOREVER DISCHARGES, AND FOREVER DISCHARGES COVENANTS NOT TO SUE, xxe Company Group Members, Buyer and their respective Affiliates (and, to the PRCA and WPRA (and its parentsextent they would be liable in respect of their position with the foregoing, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners present and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, former officers, directors, managing agentsstockholders, members, partners, managers, representatives, employees, independent contractors, members, agents, Affiliates, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, personal representatives and all other persons or entities participating or involved in attorneys of the Events foregoing) (hereinafter collectively, the “RELEASEESReleased Parties”), ) from or for any and all actionsActions, causes Liens, Contracts, offers, Liabilities and compensation of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands any kind or nature whatsoever, in lawKNOWN OR UNKNOWN, at equity SUSPECTED OR UNSUSPECTED, FORESEEN OR UNFORESEEN, KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, FIXED OR CONTINGENT, PAST, PRESENT OR FUTURE, IN LAW OR IN EQUITY, which Releasors now have, have ever had or otherwise, of whatever kind may hereafter have against the Released Parties arising contemporaneously with or nature, whether known prior to the Closing Date or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of any matter, cause or related event occurring contemporaneously with or prior to the Closing Date; provided, however, that the waiver and release contained in this Section 5.8 shall not extend to any rights that may accrue to any such Releasor, or any obligations owed to such Releasor, under the terms of the UNDERSIGNED’s Activities (hereinafterthis Agreement, the “RELEASED CLAIMS”Ancillary Agreements, or any other certificate or other document delivered pursuant hereto. In compliance with any Law which requires a specific release of unknown claims or benefits, each Seller acknowledges that this release includes a release of unknown claims (except claims of Fraud), and hereby expressly waives and relinquishes any and all such claims, rights or benefits that such may have which are unknown at the effective time of this release. The UNDERSIGNED covenants Each Party understands and agrees that if, hereafter, it discovers facts different from or in addition to those that it now knows or believes to be true, that the UNDERSIGNED shall not directly waivers and releases granted hereby will be and remain effective in all respects notwithstanding such different or indirectly, bring, commence, institute, maintain, prosecute, aid additional facts or fund in any way any action the discovery of any kind or otherwise assert against any of the RELEASEES anywhere such facts except in the world any Released Claimcase of claims of Fraud.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESon behalf of yourself and anyone claiming through you, AND FOREVER DISCHARGES including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorney’s fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Lxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, The Sxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, and the Exxxxxx-Xxxxxx Civil Rights Act (the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Separation Agreement (Spanish Broadcasting System Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA Xxxxxx Round Up and WPRA Xxxxxx Xx. Rodeo Board & Xxxxxx Round Up Club and Xxxxxx Xx. Rodeo Members (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Consent Agreement
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Junior Livestock Friends, Desert Empire Fair (and its its/their parents, affiliates and subsidiaries) (and its/their parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo associationfairground personnel, rodeo grounds operatorcleaning personnel, arena ownersecurity personnel, officialsevent volunteers, food vendors, entertainment, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Minor Waiver
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoteranypromoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, suppliers, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19COVID- 19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s presence or participation at Events or Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Hold Harmless Agreement
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA EUREKA COUNTY FAIR & RODEO (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)) , and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “"RELEASEES”"), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentcontingent , or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s ' s Activities (hereinafter, the “"RELEASED CLAIMS”"). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver And
Waiver and Release. UNDERSIGNED hereby RELEASESPLEASE READ THIS WAIVER AND RELEASE CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS UP TO AND INCLUDING THE DATE THAT THIS AGREEMENT AND RELEASE IS EXECUTED BY THE COMPANY AND THE EXECUTIVE. For and in consideration of the payments and other benefits due to [Xxxxx Xxxxxxx] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as , WAIVES2011 (the “Effective Date”), AND FOREVER DISCHARGES by and between HomeStreet, Inc., and HomeStreet Bank, and their respective subsidiaries (together the “Company”) and the Executive, and for other good and valuable consideration, including the mutual promises made herein, the PRCA Executive and WPRA (the Company irrevocably and its parentsunconditionally release and forever discharge each other and each and all of their present and former officers, affiliates and subsidiaries) or any subdivision thereofagents, any promoterdirectors, participantmanagers, rodeo associationemployees, rodeo grounds operatorrepresentatives, arena owneraffiliates, officialsshareholders, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)members, and each of their respective parents, subsidiaries, affiliated corporations successors and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agentsassigns, and all other persons acting by, through, under or entities participating or involved in the Events concert with it, and in each case individually and in their official capacities (hereinafter collectively, the “RELEASEESReleased Parties”), from any and all actionscharges, complaints, grievances, claims and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which either party at any time heretofore had or claimed to have or which either party may have or claim to have regarding events that have occurred up to and including the date of the execution of this Release, including, without limitation, any and all claims related, in any manner, to the Executive’s employment or the termination thereof In particular, each party understands and agrees that the parties’ release includes, without limitation, all matters arising under any federal, state, or local law, including civil rights laws and regulations prohibiting employment discrimination on the basis of race, color, religion, age, sex, national origin, ancestry, disability, medical condition, veteran status, marital status and sexual orientation, or any other characteristic protected by federal, state or local law including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, as amended, the Americans with Disabilities Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (except as to vested retirement benefits, if any), the Worker Adjustment and Retraining Notification Act, the Washington Law Against Discrimination, RCW 49.60, The Washington Wage Rebate Act, RCW 49.52, the Washington Unpaid Wages Act, RCW 49.48, federal and state wage and hour laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, or any other federal, state or local law, regulation, ordinance or rule having any bearing whatsoever. The Executive must sign and return this Release by personal or guaranteed overnight delivery to the attention of the Human Resources Director, 1800 Two Union square, 000 Xxxxx Xxxxxx, Xxxxxxx XX 00000 no earlier than the Date of Termination and no later than «Sign_date», which is the 60th day following the Date of Termination. The Executive can revoke this Release within seven days after executing the Release by sending written notification to the Company of Executive’s intent to revoke the Release, and this Release shall not become effective or enforceable until such revocation period has expired. The Executive’s written notification of the intent to revoke the Release must be sent to the Human Resources Director, 0000 Xxx Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxxxx XX 00000 by personal delivery or guaranteed overnight delivery, within seven days after the Executive executed the Release. The Executive and Company acknowledge that they may have sustained losses that are currently unknown or unsuspected, and that such damages or losses could give rise to additional causes of action, claims, suitsdemands and debts in the future. Nevertheless, debtsthe Executive and Company each acknowledge that this Release has been agreed upon in light of this realization and, duesbeing fully aware of this situation, sums of moneythe Executive and Company nevertheless intend to release the each other from any and all such unknown claims, bondsincluding damages which are unknown or unanticipated. The parties understand the word “claims” to include all actions, billsclaims, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or naturegrievances, whether actual or potential, known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including specifically but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED exclusively all claims arising out of the Executive’s employment and the termination thereof. All such “claims” (including related attorneys’ fees and costs) are forever barred by this Release and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or related tort; any alleged unlawful act, including, without limitation, age discrimination; any other claim or cause of action; and regardless of the forum in which it might be brought. Notwithstanding anything else herein to the contrary, this Release shall not affect, and the Executive and the Company, as applicable, do not waive or release: (i) rights to indemnification the Executive may have under (A) applicable law, (B) any other agreement between the Executive and a Released Party and (C) as an insured under any director’s and officer’s liability or other insurance policy now or previously in force; (ii) any right the Executive may have to obtain contribution in the event of the entry of judgment against the Executive as a result of any act or failure to act for which both the Executive and any of the UNDERSIGNED’s Activities Company or its affiliates or subsidiaries (hereinaftercollectively, the “RELEASED CLAIMSAffiliated Entities”) are or may be jointly responsible; (iii) the Executive’s rights to benefits and payments under any stock options, restricted stock, restricted stock units or other incentive plans or under any retirement plan, welfare benefit plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with the terms and provisions of such benefit and/or incentive plans and any agreements under which such stock options, restricted shares, restricted stock units or other awards or incentives were granted or benefits were made available; (iv) the Executive’s rights as a stockholder of any of the Affiliated Entities; (v) any obligations of the Affiliated Entities under the Employment Agreement (vi) any clawback required pursuant to restrictions on compensation for employees of financial institutions; (vii), any claims brought by the Federal Deposit Insurance Corporation as receiver or conservator of the Bank that have not been released or waived by the Company; (viii) claims for improper self-dealing; improper distributions and other limitations imposed by RCW 23B.08.320; (ix) any finally and judicially determined, knowing violation of the law by Executive that has a material and adverse impact on the Company; (x) any fraud or other intentional misconduct by Executive that has a material and adverse impact on the Company; (xi) any material violation of any confidentiality, nonsolicitation or noncompetition agreement or provision executed by Executive; or (xii) any other claim not subject to release by operation of law. The Executive waives all rights under section 1542 of the Civil Code of the State of California or any comparable or analogous Federal law or any other state law. Section 1542 provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. The Executive acknowledges and agrees that the Executive: (a) has been given at least [21/45] days within which to consider this Release and its ramifications and discuss the terms of this Release with the Company before executing it (and that any modification of this Release, whether material or immaterial, will not restart or change the original [21/45] day consideration period) and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties; (b) has been given seven days after returning the Release to the Company to revoke this Release; (c) has been advised to consult legal counsel regarding the terms of this Release; (d) has carefully read and fully understands all of the provisions of this Release; (e) knowingly and voluntarily agrees to all of the terms set forth in this Release; and (f) knowingly and voluntarily intends to be legally bound by the same. The Executive also understands that, notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to prohibit the Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission or Washington State Human Rights Commission or any other federal, state or local administrative or regulatory agency, or (ii) participating in any investigation or proceedings conducted by the Equal Employment Opportunity Commission or any other federal, state or local administrative or regulatory agency; however, the Executive expressly waives the right to any relief of any kind in the event that the Equal Employment Opportunity Commission or Washington State Human Rights Commission or any other federal, state or local administrative or regulatory agency pursues any claim on the Executive’s behalf. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date [Name] EXHIBIT B EXECUTIVE CONFIDENTIALITY AGREEMENT EXECUTIVE CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (“Agreement”) is between HomeStreet, Inc., HomeStreet Bank (“Bank”) and their affiliate or subsidiary organizations and their successors and assigns (collectively, the “Company” or “HomeStreet”) and Xxxxx Xxxxxxx (“Executive” or “Recipient”) (collectively, the “Parties”). The UNDERSIGNED covenants that Executive is currently employed as the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any Executive Vice-President and Chief Financial Officer of the RELEASEES anywhere in Bank and HomeStreet, Inc. It is the world any Released Claim.intent of the Parties that this Agreement will become effective upon the termination of Executive’s services to the Company. By virtue of his position with the Company, Executive has access to Confidential Information (defined below). HomeStreet must have assurance from Recipient that all Confidential Information provided to Recipient is and remains confidential after termination of his services. Therefore, for valuable consideration, the receipt of which is acknowledged to be sufficient, Recipient and HomeStreet agree as follows:
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESEffective as of the Closing, WAIVESeach of Buyer and Seller, AND FOREVER DISCHARGES for itself and each of its respective Affiliates (including, in respect of Seller, the PRCA and WPRA (Company Entities prior to the Closing and, in respect of Buyer, the Company Entities after the Closing) and its parentsand their respective former, affiliates and subsidiaries) current or any subdivision thereoffuture directors, any promoterofficers, participantemployees, rodeo associationgeneral or limited partners, rodeo grounds operatormanagers, arena ownermembers, officialsdirect or indirect equityholders, sponsorscontrolling persons, advertisers (in each case associated in any way with Affiliates, attorneys, assignees, agents, representatives or representatives of any of the Events)foregoing, owners and lessees or any former, current or future estates, heirs, executors, administrators, trustees, successors or assigns of any of the premises used to conduct the Event(s)foregoing (each, insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the a “RELEASEESReleasor”), from any hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilitiesdemands, obligations, lawsuitsLiabilities, judgmentsdefenses, orders affirmative defenses, setoffs, counterclaims, Actions and demands whatsoever, in law, at equity or otherwise, causes of action of whatever kind or nature, whether known or unknown, suspected or unsuspectedwhich any Releasor has, asserted, accrued, unaccrued, actual, contingentmay have, or otherwisemight have or may assert now or in the future, against the other Party or any of its Affiliates or any of its or their respective former, current and future directors, officers, employees, general and limited partners, managers, members, direct or and indirect equityholders, controlling persons, affiliates, attorneys, assignees, agents, representatives and whether or not concealed or hidden representatives of any of the foregoing, and any and all former, current and future estates, heirs, executors, administrators, trustees, successors and assigns of any of the foregoing (each, a “Releasee”) arising out of, on account based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing to the extent relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafterCompany Entities, the “RELEASED CLAIMS”). The UNDERSIGNED covenants ownership of the Company Interests, the business or the operation, management, use or control of the businesses of the Company Entities or the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that nothing contained in this Section 8.2 shall release, waive, discharge, relinquish or otherwise affect the UNDERSIGNED shall not directly rights or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action obligations of any kind Person under this Agreement or otherwise assert against any other Transaction Document or any rights or obligations resulting from Fraud. Each Releasee to whom this Section 8.2 applies shall be a third party beneficiary of the RELEASEES anywhere in the world any Released Claimthis Section 8.2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Consolidated Edison Inc)
Waiver and Release. UNDERSIGNED hereby RELEASESEffective from and after the Closing, WAIVES, AND FOREVER DISCHARGES , the PRCA each of Kodak and WPRA Buyer (and Buyer’s Designee, as applicable), on behalf of itself and, as applicable, its parentsrespective former, affiliates current and subsidiaries) or future equity holders, controlling persons, directors, trustees, officers, employees, estate, Affiliates, representatives, attorneys, advisors, agents, members, managers, general and limited partners, successors and assignees and the successors and assignees of any subdivision thereofformer, any promotercurrent and future equity holders, participantcontrolling persons, rodeo associationdirectors, rodeo grounds operatortrustees, arena ownerofficers, officialsemployees, sponsorsAffiliates, advertisers (in each case associated in any way with representatives, attorneys, advisors, agents, members, managers, general and limited partners, and the successors and assignees of any of the Events), owners foregoing (separately and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEESReleasors”)) will irrevocably, from unconditionally and completely release and forever discharge (a) Kodak (with respect to the release and discharge by Buyer and its Designee) and (b) Buyer and its Designee (with respect to the release and discharge by Kodak) (the released and discharged party and, as applicable, its respective former, current and future equity holders, controlling persons, directors, trustees, officers, employees, estate, Affiliates, representatives, attorneys, advisors, agents, members, managers, general and limited partners, successors and assignees and the successors and assignees of any former, current and future equity holders, controlling persons, directors, trustees, officers, employees, Affiliates, representatives, attorneys, advisors, agents, members, managers, general and limited partners, and the successors and assignees of any of the foregoing, separately and collectively, the “Releasees”) from, and will irrevocably, unconditionally and completely waive and relinquish, any obligations and liabilities of such other Party’s Releasees, and any and all claims, demands, actions, losses, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, action of whatever kind or naturekind, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to that any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED respective Releasors may have had in the past, may now have or may have in the future against the other Party’s Releasees, to the extent arising out of such other Party’s entry into this Agreement or related the consummation of the sale and purchase of the Assigned Assets in accordance with the terms of this Agreement. For the avoidance of doubt, this Section 5.15 does not apply to (a) Kodak’s claim regarding any prepetition claims, including those set forth on Schedule 5.15, (b) any breach by (x) Buyer (or Buyer’s Designee, as applicable) or Kodak or their respective Releasees of the Buyer Non-Disclosure Agreement (or Designee Non-Disclosure Agreement, as applicable), the Ancillary Agreements or the covenants contained in this Agreement that survive the Closing or the termination of this Agreement or by any party under the Funding Commitment pursuant to the terms thereof, or (y) Kodak of the Ancillary Agreements or any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED its covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund agreements set forth in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released ClaimSection 5.3.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Automobile Racing Club of America, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, suppliers, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESon behalf of yourself and anyone claiming through you, AND FOREVER DISCHARGES including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lillx Xxxxxxxxx Xxxr Pay Act of 2009, the Family and Medical Leave Act, Sarbxxxx-Xxxxx Xxx of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Ellixxx-Xxxxxx Xxxil Rights Act, the Michigan Equal Pay Law, the Michigan Minimum Wage Law of 1964, the Michigan Persons With Disabilities Civil Rights Act, and the Michigan Whistleblower's Protection Act (the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Horizon Global Corp)
Waiver and Release. UNDERSIGNED hereby RELEASES(a) In consideration of the payments and benefits set forth in Sections 3 (a), WAIVES, AND FOREVER DISCHARGES (b) and (c) of this Agreement, the PRCA Executive, for himself, his heirs, administrators, representatives, executors, successors and WPRA assigns (collectively “Releasors”) does hereby irrevocably and its parentsunconditionally release, affiliates acquit and subsidiaries) forever discharge, with prejudice, the Company Entities and their trustees, officers, security holders, partners, agents, former and current employees, officers, and directors, including without limitation all persons acting by, through, under or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way concert with any of the Events), owners them and lessees any insurers of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each any of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events these (hereinafter collectively, the “RELEASEESReleasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, claims, suits, debtsrights, duesdemands, sums of money, bonds, bills, balancescosts, losses, debts and expenses (including attorneys’ fees and costs) arising out of the Executive’s employment by the Company, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected whether in law or unsuspectedequity and whether arising under federal (including bankruptcy), assertedstate or local law and in particular including any claim for discrimination based upon race, accruedcolor, unaccruedethnicity, actualsex, contingentage (including the Age Discrimination in Employment Act of 1967 as amended by the Older Worker Benefit Protection Act (the “ADEA Release”)), national origin, religion, disability, sexual preference, or otherwiseany other unlawful criterion or circumstance, direct or indirect and whether other federal, state, or not concealed local law which regulates any aspect of the employment relationship, which the Releasors had, now have or hidden may have in the future against each or any of the Releasees from the beginning of the world until the date of the execution of this Agreement as set forth on the final page hereof. This release also includes a release by the Executive of any known or unknown claims arising out ofof his employment by the Company, on account of whether in contract or relating to any INJURY TO OR RESULTING IN DEATH (including tort, including, but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) to, actions for wrongful discharge, intentional infliction of emotional distress and/or libel or slander that have accrued as of the UNDERSIGNED arising out of date this Agreement is executed, but does not waive claims under the Age Discrimination in Employment Act, as amended by the Older Worker Benefit Protection Act, that may arise after the date this Agreement is executed. The Executive acknowledges and agrees that if he or related any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 8(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding. It is the intention of the UNDERSIGNED’s Activities parties hereto that this waiver and release be as broad as the law permits. This Section 8(a) does not apply to (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants i) any claims for defense or indemnification that the UNDERSIGNED shall not directly Executive may have under the law, governing documents of the Company or indirectly, bring, commence, institute, maintain, prosecute, aid any Company Entities or fund in any way any action of any kind or otherwise assert against any directors and officers liability insurance coverage which covers occurrences arising during the Executive’s tenure as an officer and/or director of the RELEASEES anywhere in Company or any Company Entities, or (ii) any benefits payable to the world Executive under any Released Claimemployee benefit plan subject to ERISA (including the Company’s 401(k) plan, tax-qualified pension plan and supplemental pension plan).
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESon behalf of yourself and anyone claiming through you, AND FOREVER DISCHARGES including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Uniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Texas Commission on Human Right/Texas Employment Discrimination Law, as amended, the Texas Labor Code, the Texas Health and Safety Code, the Texas Disability Discrimination Law, as amended, the Texas Minimum Wage Act, or the Texas Wage Payment Law (the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Ceco Environmental Corp)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Daytona International Speedway, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES10.1 Except (i) as provided in Section 10.2 or (ii) as may be otherwise provided in this Agreement, WAIVESeffective as of the Closing, AND FOREVER DISCHARGES each of SN and Altpoint (as applicable, the PRCA and WPRA (“Releasing Party”) does hereby, for itself and its parentsaffiliates, affiliates predecessors, successors and subsidiaries) assigns and, to the extent the Releasing Party legally may, all Persons that at any time prior or any subdivision thereofsubsequent to the Closing have been partners, any promoterdirectors, participantofficers, rodeo associationmembers, rodeo grounds operator, arena owner, officials, sponsors, advertisers agents or employees of the Releasing Party (in each case associated case, in their respective capacities as such), remise, release and forever discharge (x) with respect to SN as the Releasing Party, Altpoint or (y) with respect to Altpoint as the Releasing Party, SN, as applicable (the “Released Party”), and, in each case, the Released Party’s respective affiliates, successors and assigns, and all Persons that at any way with any time prior to the Closing have been equityholders, directors, officers, members, agents or employees of the Events)Released Party (in each case, owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(stheir respective capacities as such), and each of their respective parentsheirs, subsidiariesexecutors, affiliated corporations administrators, successors and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)assigns, from any and all actionsdamage, causes loss, cost, expense, obligation, claim or liability, including counsel fees and expenses of actioninvestigating, claimsdefending and prosecuting litigation (collectively, suits“Damages”), debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, whether at law or in lawequity, at equity whether arising under any contract or agreement, by operation of law or otherwise, of whatever kind existing or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of from or relating to any INJURY TO OR RESULTING IN DEATH (including but acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Closing, whether or not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) known as of the UNDERSIGNED arising out Closing, in each case, relating to the Properties or other properties or assets of Resources or related Acquisition, including (with respect to the release by Altpoint) any transaction or potential transaction by and between or among SN, on the one hand, and Resources and/or Acquisition, on the other hand, or with any of their respective affiliates, relating to the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any disposition and/or development of the RELEASEES anywhere in the world any Released ClaimProperties or other properties or assets owned by Resources or Acquisition.
Appears in 1 contract
Waiver and Release. UNDERSIGNED Borrower hereby RELEASESrepresents and warrants to, WAIVESand covenants with, AND FOREVER DISCHARGES Lender that as of the Effective Date (a) Borrower has no defenses, offsets or counterclaims of any kind or nature whatsoever against Lender with respect to this Agreement, the PRCA and WPRA (and its parentsother Loan Documents, affiliates and subsidiaries) the transactions contemplated therein, any action previously taken or not taken by Lender with respect thereto or with respect to any security interest, encumbrance, lien or collateral in connection therewith to secure the liabilities of Borrower thereunder, or any subdivision thereofprior loans or documents related thereto, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers and (in each case associated in any way with any b) Lender has fully performed all obligations to Borrower which they may have had or have on and as of the Events), owners date hereof and lessees the Effective Date. Without limiting the generality of the premises used to conduct foregoing, Borrower, on its own behalf and on the Event(s)behalf of its past, insurerspresent and future representatives, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)partners, and each of their respective parentsmanagers, subsidiaries, affiliated corporations and entitiesmembers, shareholders, officers, directors, managing agents, employees, independent contractorsservants, direct and indirect subsidiaries, and successors and assigns (hereinafter referred to as the "BORROWING GROUP") hereby waives, releases and forever discharges Lender, and each of its past, present and future officers, directors, subsidiary and affiliated entities or companies, agents, servants, employees, shareholders, partners, members, agentsmanagers, representatives, successors, assigns, attorneys, accountants, assets and all other persons or entities participating or involved in properties, as the Events case may be (hereinafter collectively, referred to as the “RELEASEES”), "LENDER GROUP") from any and against all manner of actions, cause and causes of action, claims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, balancesspecialties, lossescovenants, contracts, controversies, agreements, promises, obligations, liabilities, costs, expenses, losses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders executions, claims and demands whatsoever, in law, at equity or otherwisedemands, of whatever kind and nature, in law or naturein equity, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden hidden, arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) matter, cause or thing whatsoever, that any of the UNDERSIGNED Borrowing Group, jointly or severally, may have had, or now have or that may subsequently accrue (with the exception of any failure of Lender to fund the remaining portion of Tranche C after Borrower has satisfied all conditions to such funding) against the Lender Group by reason of any matter or thing whatsoever through the date hereof arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of connected to the RELEASEES anywhere Loan. Borrower acknowledges and agrees that Lender is specifically relying upon the representations, warranties, covenants and agreements contained herein and that such representations, warranties, covenants, and agreements constitute a material inducement to enter into the transactions contemplated in the world any Released Claim.this Agreement. [3 Signature pages follow]
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA GNFA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES(a) From and after the Issue Date, WAIVES, AND FOREVER DISCHARGES and in exchange for entering into the Exchange Offers by the applicable Company Released Parties and other good and valuable consideration, the PRCA receipt and WPRA sufficiency of which are hereby acknowledged, by participating in the Exchange Offers, each Holder that participated in the Exchange Offers (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any on behalf of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), itself and each of its predecessors, successors and assigns) and the Trustee for itself and on behalf of the Holders that participated in the Exchange Offers finally and forever release and discharge (i) the Company Released Parties and their respective parentsproperty, subsidiaries, affiliated corporations (ii) the Other Released Parties and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, their respective property and all other persons or entities participating or involved in the Events (hereinafter collectivelyiii)the Trustee, the “RELEASEES”)Collateral Agent and their respective property, in each case, to the fullest extent permitted under applicable law, from any and all actions, causes of actionaction and any other claims, claimsdebts, obligations, duties, rights, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenantsactions, agreementsderivative claims, commitmentsremedies, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands liabilities whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected foreseen or unsuspectedunforeseen, assertedin law, accrued, unaccrued, actual, contingentat equity, or otherwise, direct sounding in tort, contract, or indirect based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance taking place, being omitted, existing or otherwise arising on or prior to the Issue Date that such Holder may have in respect of any Subject Notes that such Holder exchanged in the Exchange Offers (collectively, the “Released Claims”). For the avoidance of doubt, the Released Claims exclude and whether do not encompass any claims or causes of action (i) of any Holder that did not concealed participate in the Exchange Offers or hidden arising out of, on account of or (ii) relating to any INJURY TO OR RESULTING IN DEATH (including but Subject Notes that the applicable Holder did not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) exchange in connection with the Exchange Offers. From and after the Issue Date, each Holder of the UNDERSIGNED arising out of or related to any of Notes that participated in the UNDERSIGNED’s Activities (hereinafterExchange Offers covenants and agrees not to, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in encourage any way any cause of action of any kind or otherwise assert other claim or proceeding against any Company Released Party or any other Holder of the RELEASEES anywhere in the world Notes relating to or arising out of any Released Claim. From and after the Issue Date, each Holder of Notes that participated in the Exchange Offers further covenants and agrees with respect to all claims that it waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown claims pursuant to this paragraph.
Appears in 1 contract
Samples: Collateral Agreement (Qwest Corp)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA (and its parentsSpeedway Sonoma, affiliates and subsidiaries) or any subdivision thereofLLC aka Sonoma Raceway, any promoterSpeedway Motorsports, participantLLC, rodeo associationSonic Financial Corporation, rodeo grounds operatorSpeedway Holdings I, arena ownerLLC, officialsSpeedway Holdings II, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)LLC, and each of their respective parents, subsidiaries, affiliated corporations and subsidiary entities, and, with respect to all of the foregoing persons, each of their owners, shareholders, members, officers, directors, managing agents, employees, independent contractors, membersinsurers, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED or others arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES(a) Subject to Section 6.8, WAIVESSection 6.13 and Section 8.2(c), AND FOREVER DISCHARGES effective as of the Closing, Buyer, for itself and each of its Affiliates (including the PRCA and WPRA (Company Group) and its parentsand their respective former, affiliates and subsidiaries) current or any subdivision thereoffuture directors, any promoterofficers, participantemployees, rodeo associationgeneral or limited partners, rodeo grounds operatormanagers, arena ownermembers, officialsdirect or indirect equityholders, sponsorscontrolling persons, advertisers (in each case associated in any way with Affiliates, attorneys, assignees, agents, representatives or representatives of any of the Events)foregoing, owners and lessees or any former, current or future estates, heirs, executors, administrators, trustees, successors or assigns of any of the premises used to conduct the Event(s)foregoing (each, insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the a “RELEASEESBuyer Releasor”), from any hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilitiesdemands, obligations, lawsuitsliabilities (including without limitation, judgmentsany liability under applicable Environmental Laws), orders defenses, affirmative defenses, setoffs, counterclaims, Actions and demands whatsoever, in law, at equity or otherwise, causes of action of whatever kind or nature, whether known or unknown, suspected or unsuspectedwhich any Buyer Releasor has, asserted, accrued, unaccrued, actual, contingentmay have, or otherwisemight have or may assert now or in the future, against Seller or any of its Affiliates or any of its or their respective former, current and future directors, officers, employees, general and limited partners, managers, members, direct or and indirect equityholders, controlling persons, Affiliates, attorneys, assignees, agents, representatives and whether or not concealed or hidden representatives of any of the foregoing, and any and all former, current and future estates, heirs, executors, administrators, trustees, successors and assigns of any of the foregoing (each, a “Buyer Releasee”) arising out of, on account based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing solely to the extent relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) the Company Group, the ownership of the UNDERSIGNED arising out of Company Group Interests, the business or related to any the operation, management, use or control of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any business of the RELEASEES anywhere Company Group or the transactions contemplated by this Agreement and the other Transaction Documents, except in the world any Released Claimcase of Fraud.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Delek Logistics Partners, LP)
Waiver and Release. UNDERSIGNED hereby RELEASESEffective immediately upon the mutual execution of this Agreement, WAIVESas of the Termination Date, AND FOREVER DISCHARGES and once again upon entry of the Approval Order, or, if applicable, the PRCA and WPRA (Rejection Approval Order, Tenant, on behalf of itself, its bankruptcy estate, and its parentspredecessors, affiliates guarantors, successors, and subsidiaries) or any subdivision thereofassigns (collectively, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events"Tenant Releasing Parties"), owners hereby fully and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)forever releases Landlord, and each of its affiliates, directors, officers, shareholders, employees, agents, attorneys, investment advisors, portfolio managers, trustees, ancillary trustees, beneficiaries and their affiliates, successors and assigns, and their respective parents, subsidiaries, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, directors and employees and all other persons acting by, through, under or entities participating in concert with them, or involved in the Events any of them (hereinafter collectively, the “RELEASEES”collectively "Landlord Released Parties"), from any and all manner of action or actions, cause or causes of action, claimsclaim or claims for relief, in law or in equity, suits, debts, duesliens, sums contracts, agreements, promises, liability, claims, avoidance actions arising under the Bankruptcy Code (including, but not limited sections 546, 547, 548, 549 and 550 of moneythe Bankruptcy Code), bondsany claims under California Civil Code Section 1950.7, billsany demands, balancesdamages, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands costs or expenses of any nature whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected fixed or unsuspected, asserted, accrued, unaccrued, actual, contingent, which the Tenant Releasing Parties, or otherwiseany of them, direct had against Landlord or indirect and whether or not concealed or hidden any of the Landlord Released Parties as of the date the Agreement is executed by Tenant, by reason of, arising out of, on account of based upon or relating to the Lease, the Premises, the Security Deposit, the Letter of Credit, the L-C/C-D Security Deposit, the Termination Fee, Landlord's earlier draw on the L-C, and/or any INJURY TO OR RESULTING IN DEATH payment of Rent, payment of other amounts, or transfers, made by Tenant to Landlord in connection with the Lease prior to the execution of this Agreement, prior to the date of the Bankruptcy Event and prior to the date of the Approval Order or, if applicable, the Rejection Approval Order (including collectively, the "Tenant Released Matters"), but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related as to any of the UNDERSIGNED’s Activities Tenant Reserved Matters (hereinafter, the “RELEASED CLAIMS”as hereinafter defined). The UNDERSIGNED covenants that Notwithstanding this Agreement, prior to the UNDERSIGNED time the Lease is rejected in its entirety, Tenant shall not directly retain all its rights and remedies under the Lease, at law or indirectlyin equity with respect to: (i) indemnification from the Landlord arising from third party claims, bring, commence, institute, maintain, prosecute, aid or fund including without limitation the indemnification obligations of Landlord in any way any action of any kind or otherwise assert against any Section 10.1 of the RELEASEES anywhere Lease; (ii) all rights of Tenant in and to insurance proceeds arising in connection with the world Lease or the Leased Premises; and (iii) any Released Claimobligations due to, or claims asserted by, ICM under the Sublease (collectively, "Tenant Reserved Matters").
Appears in 1 contract
Samples: Space Reduction Agreement
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA Lone Oak Equestrian Center, Inc., and, Xxxxxxx and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way Xxxxx XxXxxxx with any respect to all of the Events)foregoing persons, owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entitiesowners, shareholders, members, officers, directors, managing agents, employees, independent contractors, membersinsurers, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED or others arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED Effective on and as of the Closing Date, and for and in consideration of the benefits to be received by each Stockholder in this Agreement and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby RELEASESacknowledged), WAIVESeach Stockholder, AND FOREVER DISCHARGES on behalf of itself and its successors and assigns (the “Releasing Parties”), fully, finally and irrevocably releases, acquits and forever discharges each other Stockholder, the PRCA and WPRA Company, the Subsidiaries of the Company, each member of the board of directors or board of managers (and its parents, affiliates and subsidiariesor other governing body) of the Company or any subdivision thereofof its Subsidiaries, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)their respective Affiliates, and each of their and their Affiliates’ respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, affiliated corporations joint ventures, investment funds, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events attorneys of any of them (hereinafter collectively, the “RELEASEESReleased Parties”), from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesdemands, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in lawobligations of every kind and nature whatsoever (including any of the foregoing arising under or relating to the Stockholder Agreement), at equity law or otherwise, of whatever kind or naturein equity, whether known or unknown, suspected direct or unsuspectedderivative, asserted, accrued, unaccrued, actual, contingent, contingent or otherwise, direct or indirect and whether or not concealed such Stockholder or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of its Releasing Parties is aware of such claims or suspects them to exist in such Stockholder’s or any of its Releasing Parties’ favor, which such Stockholder or any of its Releasing Parties had, has, or may have had at any time prior to (and including) the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert Closing Date against any of the RELEASEES anywhere Released Parties (“Released Claims”), but only to the extent that such Released Claims arise from or are in connection with the world Company or any of its Subsidiaries prior to (and including) the Closing or the conduct of the business of the Company prior to (and including) the Closing; provided, however, that nothing contained herein shall operate to release, and Released ClaimClaims shall not include, (i) any claims arising under this Agreement, any other Transaction Document or any other documents, instruments or agreements delivered pursuant hereto or thereto, (ii) any rights of a Releasing Party to indemnification, exculpation, contribution, reimbursement and advancement of expenses, and/or limitation of liability arising under any insurance policy, the Charter Documents of the Company or any of its Subsidiaries, and/or any other agreements or arrangements to which the Company or any of its Subsidiaries is a party or otherwise bound, (iii) any claims or rights of a Releasing Party arising under or relating to Section 10.2 of the Company Charter and/or Section 3.03 of the Stockholder Agreement (to the extent Section 3.03 of the Stockholder Agreement relates to Section 10.2 of the Company Charter) or (iv) any of the authorizations, obligations, covenants or liabilities of a Released Party under or arising from Section 10.2 of the Company Charter and/or Section 3.03 of the Stockholder Agreement (to the extent Section 3.03 of the Stockholder Agreement relates to Section 10.2 of the Company Charter).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andina Acquisition Corp. II)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Automobile Racing Club of America, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoteranypromoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, suppliers, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19COVID- 19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESon behalf of yourself and anyone claiming through you, AND FOREVER DISCHARGES including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), hereby fully, finally and WPRA (forever release, absolve and its discharge the Company and Select LLC and each and all of their legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company, Select LLC or their affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys’ fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 NAI-1513783055v7 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, The Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Uniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Texas Commission on Human Right/Texas Employment Discrimination Law, as amended, the Texas Labor Code, the Texas Health and Safety Code, the Texas Disability Discrimination Law, as amended, the Texas Minimum Wage Act, or the Texas Wage Payment Law (the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Select Energy Services, Inc.)
Waiver and Release. UNDERSIGNED hereby RELEASES(a) Purchaser, WAIVESXxxxxx Sub and the Sponsor, AND FOREVER DISCHARGES , the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)for themselves, and on behalf of each of their respective affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing attorneys, agents, employees, independent contractorslegatees, membersdevisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the “Purchaser Releasing Parties”), hereby absolutely, forever and fully release and discharge the Company and the Company’s affiliates and respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and all other persons or entities participating or involved in the Events assigns, and each of them (hereinafter collectively, the “RELEASEESCompany Released Parties”), from any all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and all costs), liens, indemnification rights, damages, losses, actions, and causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands any kind whatsoever, whether due or owing in lawthe past, at equity present or otherwisefuture and whether based upon contract, tort, statute or any other legal or equitable theory of whatever kind or naturerecovery, and whether known or unknown, suspected or unsuspected, assertedasserted or unasserted, accrued, unaccrued, actual, fixed or contingent, matured or otherwiseunmatured, direct or indirect and whether or not concealed or hidden with respect to, pertaining to, based on, arising out of, on account of resulting from, or relating to any INJURY TO OR RESULTING IN DEATH (the Merger Agreement, the Transaction Documents, and the Merger, including but not limited the events leading to INJURY TO OR RESULTING IN DEATH FROM COVID-19) the abandonment of the UNDERSIGNED arising out of or related to any Merger and the termination of the UNDERSIGNED’s Activities Merger Agreement and the other Transaction Documents (hereinafter, the “RELEASED CLAIMSPurchaser Released Claims”). The UNDERSIGNED covenants ; provided, however, that the UNDERSIGNED this Section 3(a) shall not directly impact, limit, restrict, or indirectlywaive any terms, bringprovisions, commencerights or obligations set forth in this Agreement, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any including the provisions of the RELEASEES anywhere in the world any Released ClaimMerger Agreement which expressly survive this Agreement.
Appears in 1 contract
Samples: Mutual Termination and Release Agreement (Industrial Tech Acquisitions II, Inc.)
Waiver and Release. UNDERSIGNED hereby RELEASESEach Borrower, WAIVESfor itself and on behalf of each of its Subsidiaries, AND FOREVER DISCHARGES hereby: (a) acknowledges that, after giving effect to all Closing Date payments, the PRCA outstanding principal balance of Loans under the Existing Credit Agreement is $138,125,801.00 and WPRA there is $754,945.63 of accrued but unpaid interest, $30,542.64 of accrued but unpaid “Commitment Fees”, and $1,666.45 of accrued but unpaid “Letter of Credit Fees” due thereunder (which amounts are in addition to any and its parents, affiliates all obligations with respect to the reimbursement of costs and subsidiariesexpenses thereunder); (b) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any acknowledges that all of the Events)Obligations are absolutely due and owing by the Borrowers to the Agent and the Bank Group without any defense, owners deduction, offset or counterclaim; (c) waives, remises, acquits, releases and lessees of forever discharges the premises used to conduct Agent and the Event(s), insurers, underwriters, consultants Bank Group and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parentspredecessors, subsidiariessuccessors, affiliated corporations and entitiesassigns, affiliates, shareholders, directors, officers, directors, managing agentsaccountants, attorneys, employees, independent contractors, members, agents, representatives and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)servants of, from and against any and all claims, actions, causes of action, claims, suits, debtsproceedings, duescontracts, sums of money, bonds, bills, balances, losses, costs, expensesjudgments, damages, covenantsaccounts, agreementsreckonings, commitmentsexecutions, undertakingsand liabilities whatsoever of every name and nature, promiseswhether known or unknown, liabilitieswhether or not well founded in fact or in law, obligations, lawsuits, judgments, orders and demands whatsoever, whether in law, at equity or otherwise, which any Borrower or any of whatever kind their Subsidiaries ever had or naturehas as of the Closing Date for or by reason of any matter, whether known cause or unknownanything whatsoever to this date relating to or arising out of the Existing Credit Agreement, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentany of the “Loan Documents” executed in connection therewith, or otherwise, direct including, without limitation, any actual or indirect and whether alleged act or not concealed or hidden arising out of, on account omission of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) on behalf of the UNDERSIGNED arising out Agent or any member of the Bank Group with respect to the Existing Credit Agreement or related to any of the UNDERSIGNED’s Activities (hereinafter“Loan Documents” executed in connection therewith, or the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action enforcement of any kind or otherwise assert against any of the RELEASEES anywhere Agent’s or any Bank Group member’s rights or remedies thereunder; and (d) waives any and all rights to claim any punitive, indirect or consequential damages in connection with this Agreement and the world any Released ClaimLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Entegris Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES(a)The Company, WAIVES, AND FOREVER DISCHARGES , the PRCA on its behalf and WPRA (and on behalf of its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agentsaffiliates, and all other persons or entities participating or involved in the Events predecessors, successors, and assigns of each of the foregoing (hereinafter collectively, the “RELEASEESCompany Releasing Parties”), from does hereby forever, absolutely, unconditionally, and irrevocably release, discharge, and acquit Xxxxx and his heirs, beneficiaries, devisees, agents, attorneys, and representatives, and the predecessors, successors, and assigns of each of the foregoing (collectively, the “Company Released Parties”), to the fullest extent permitted by law, of and from: (i) any and all actionsagreements, rights, entitlements, or obligations of any kind; and (ii) any and all injuries, liabilities, indebtedness, breaches of contract, breaches of duty, or any relationship, acts, omissions, malfeasance, damages, cause or causes of action, claims, suits, debts, dues, sums of money, bondsaccounts, billsdemands, balancessuits, lossesremedies, costssetoffs, expensesrecoupments, damagescompensations, covenantscontracts, agreements, commitments, undertakingscontroversies, promises, liabilitiesand accountings of every type, obligationskind, lawsuitsnature, judgmentsdescription, orders or character, and demands whatsoeverirrespective of how, in lawwhy, at equity or otherwiseby reason of what facts, whether heretofore or now existing or hereafter discovered or that could, might, or may be claimed to exist, of whatever kind or naturename, whether known or unknown, suspected or unsuspected, assertedliquidated or unliquidated, accruedwhether at law, unaccruedtort, actual, contingentequity, or otherwisein administrative proceedings, direct whether at common law or indirect and whether pursuant to federal, state, or not concealed or hidden arising out oflocal statute, on account of or relating to any INJURY TO OR RESULTING IN DEATH each as though fully set forth herein at length (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinaftercollectively, the “RELEASED CLAIMSCompany Claims”). The UNDERSIGNED covenants that , which any Company Releasing Party had, now has, or absent the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action execution and delivery of any kind or otherwise assert this Agreement could have against any of the RELEASEES anywhere Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever, before the Effective Date (collectively, the “Company Released Claims”); provided, however, this release is not intended to release and will not operate to release any and all agreements and obligations of the Parties set forth in this Agreement or any Company Claims related thereto. Each Company Releasing Party also specifically agrees and understands that the world release contained in this subsection 2(a) includes Company Claims that such Company Releasing Party presently does not know or suspect to exist, even if such Company Releasing Party would not have entered into this Agreement had the Company Releasing Party known that those Company Claims existed, including any oral, verbal, written, or text message agreements, understandings, or dealings. Each Company Releasing Party understands and agrees that the foregoing release means that such Company Releasing Party is giving up the right to xxx the Company Released ClaimParties on any Company Released Claims.
Appears in 1 contract
Samples: Settlement, and Mutual Release Agreement (Cannasys Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA NASCAR Event Management, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, team owners, race teams, vehicle owners, drivers, pit crews, suppliers, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA From and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any after Seller’s receipt of the EventsPurchase Price for the Company Debenture, each of Seller and Abraxis, on behalf of itself and each of its past, present and future affiliates, directors, officers, employees, agents and successors and assigns (“Related Persons”), owners hereby fully, finally and lessees of forever settles, releases, remises, resigns, relinquishes and discharges the premises used to conduct Company, Parent and the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), Purchaser and each of their respective parentsindividual, subsidiariesjoint or mutual, affiliated corporations past, present and entitiesfuture affiliates, shareholdersstockholders, directors, officers, directors, managing agents, employees, independent contractorsagents and successors and assigns (individually, membersa “Releasee” and, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEESReleasees”), from and against any and all actionslosses, claims, demands, rights, proceedings, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilitiescourt orders, obligations, lawsuitscontracts, judgmentsagreements (express or implied), orders debts and demands liabilities whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, assertedin law or in equity, accruedof every kind and description whatsoever, unaccruedwhich Seller, actualAbraxis or any of its Related Persons may have had, contingent, now has or otherwise, direct or indirect and whether or not concealed or hidden may hereafter have against any Releasee (“Claims”) arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH the Company Warrant, the DWPA or (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) upon receipt of the UNDERSIGNED arising out Purchase Price) the Company Debenture. Each of or related Seller and Abraxis hereby forever waives and irrevocably covenants and agrees to any of the UNDERSIGNED’s Activities (hereinafterrefrain from, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bringasserting any claim or demand, commenceor commencing, instituteinstituting or causing to be commenced, maintainany claim, prosecuteproceeding or cause of action of any nature whatsoever against any Releasee, aid or fund based upon any matter purported to be released hereby. Without in any way any action of any kind or otherwise assert against limiting any of the RELEASEES anywhere rights and remedies otherwise available to any Releasee, each of Seller and Abraxis shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney’s fees) whether or not involving third party claims, arising directly or indirectly from or in connection with (i) the world assertion by or on behalf of Seller, Abraxis or any Released ClaimRelated Person of any Claims or other matters purported to be released pursuant to this Section 9.18 and (ii) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of Seller, Abraxis or any Related Person against such third party of any Claims or other matters purported to be released pursuant to this Section 9.18. Each of Seller and Abraxis understands and agrees that the releases herein include unknown claims or causes of action, whether suspected or unsuspected and whether concealed or hidden. Each of Seller and Abraxis further acknowledges that it may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true and agrees that this Section 9.18 is, and will remain, effective, notwithstanding later discovery of such different or additional facts. It is the intention of each of Seller and Abraxis that the releases set forth herein will deprive it of each such unknown claim or cause of action purporting to be released hereby. Each of Seller and Abraxis hereby expressly waives any rights it may have under any statute, Law or principle of similar effect with regard to the claims released hereby, and hereby assumes the risk of the subsequent discovery or understanding of any matter, fact or law which, if known or understood, would in any respect have affected the releases and waivers made herein. In connection with the foregoing releases, and to the extent, if any, that California law governs the foregoing releases, each of Seller and Abraxis confirms that it is familiar with Section 1542 of the California Civil Code, has discussed that section with its counsel, understands the consequences of a waiver of its protection, and nevertheless expressly agrees that the release in this Section 9.18 constitutes a waiver and release of any right or benefit it may have under that section. Section 1542 states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” The parties hereby agree and acknowledge that Releasees who are not otherwise party to this Agreement are intended third party beneficiaries of this Section 9.18 with the same force and effect as if such Releasees executed this Agreement on the date hereof.
Appears in 1 contract
Samples: Agreement Concerning Debenture (Microfluidics International Corp)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , Pursuant to the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any terms of the Events)Separation Agreement by and between Xxxxxx X. Xxxx (“Former Employee”) and Seahawk Drilling, owners and lessees of Inc. (the premises used to conduct “Company”) (the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s“Agreement”), and in exchange for the payment and provision of the cash amount and benefits payable and provided pursuant to Section 2.A of the Agreement, as applicable (the “Separation Fee”) and the promises and covenants made in the Agreement and this Waiver and Release, Former Employee, for himself, his heirs, executors, administrators and assigns, does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE Company and each of their respective parents, subsidiaries, affiliated corporations its present and entities, shareholders, former officers, directors, managing agentsshareholders, employees, independent contractors, membersaffiliates, agents, representatives, successors and assigns (all other persons or entities participating or involved in the Events (of whom are hereinafter collectively, the collectively referred to as “RELEASEESReleasees”), ) from any and all claims, demands, causes of action and liabilities of any kind or character, which Former Employee ever had, now has or may hereafter have against any of Releasees, arising out of any act, omission, transaction or event occurring prior to the Effective Date, including, without limitation, those related to Former Employee’s employment by Company, and his separation from employment, including any rights or benefits thereunder; provided, however, that Former Employee shall be entitled to enforce Former Employee’s rights to the Separation Fee in Section 2.A of the Agreement. Without limiting the generality of the foregoing, it is understood and agreed that this release constitutes and includes a release by Former Employee of Releasees from any and all claims, grievances, demands, charges, liabilities, obligations, actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, lossesdamages, costs, losses of services, expenses, damagesand compensation of any nature whatsoever, covenantswhether based on tort, agreementscontract or other theory of recovery, commitmentson account of, undertakingsor in any way growing out of Former Employee’s employment with or prospective separation from Company, promisesincluding, liabilitiesbut not limited to, any claims arising under any of the following statutes: Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Fair Labor Standards Act; the National Labor Relations Act; the Fair Credit Reporting Act; the Former Employee Retirement Income Security Act; the Texas Commission on Human Rights Act; the Texas Payday Law; the Texas Labor Code; the Texas Workers’ Compensation Act; and any other foreign, state or federal statute or regulation governing the employment relationship or Former Employee’s rights, or Company’s obligations, lawsuitsin connection with any of the foregoing. This release also constitutes a release of any claim or cause of action for the following: invasion of privacy; intentional or negligent infliction of emotional distress; wrongful termination; promissory estoppel; false imprisonment; defamation; negligent hiring, judgmentsretention, orders and/or supervision; negligence or gross negligence; breach of express or implied contract; breach of any implied covenant; tortious interference with contract or business relations; misrepresentation; deceptive trade practices; fraud; denial of employment benefits, including, but not limited to, health and demands whatsoeverretirement benefits (other than any amounts due under Company’s group medical and dental plan for medical or dental services rendered to Former Employee or his dependents prior to the effective date of this Waiver and Release and other than rights of Former Employee concerning Former Employee’s 401(k) account maintained under Company’s 401(k) plan) and any other employment-related claims, or for any personal injuries, however characterized, or by virtue of any facts, acts or events occurring prior to or as of the effective date of this Waiver and Release. Notwithstanding anything to the contrary in lawthis Waiver and Release, at equity this release does not constitute a release or otherwisewaiver of Former Employee’s right to file a charge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”) or any other governmental entity with jurisdiction to regulate employment conditions or relations; however, Former Employee does release and relinquish any right to receive any money, property, or any other thing of whatever value, or any other financial benefit or award, as a result of any proceeding of any kind or naturecharacter initiated by the EEOC or any other governmental entity with jurisdiction to regulate employment conditions or relations. Former Employee hereby acknowledges and agrees that the Release set forth above is a general release against the Releasees, and Former Employee, for himself, his heirs, executors, administrators and assigns, does hereby expressly waive and assume the risk of any and all claims for damages against any of the Releasees that exist as of the effective date of this Waiver and Release but of which he does not know or suspect to exist, whether known or unknownthrough ignorance, suspected or unsuspectedoversight, assertederror, accrued, unaccrued, actual, contingentnegligence, or otherwise, direct and which, if known, would materially affect Former Employee’s decision to enter into this Waiver and Release. Former Employee further hereby agrees that he is accepting payment of the Separation Fee as a full and complete compromise of any and all matters involving disputed issues of law and fact against the Releasees, and that he assumes the risk that the facts or indirect law may be otherwise than he believes. It is understood and whether agreed by the Company and Former Employee that this Waiver and Release is a compromise of all doubtful and disputed claims against any of Releasees, and the payment of the Separation Fee is not to be construed as an admission of liability on the part of either Company or Former Employee, which liability is expressly denied by each of them. Former Employee agrees and acknowledges that he has continuing obligations and duties under Section V of the Employment Agreement, and Former Employee hereby fully re-affirms said obligations and duties. With the exception of those items Company has authorized Former Employee to keep in his possession, Former Employee represents that he has returned to Company all Company property in Former Employee’s possession. Former Employee understands and agrees that, if he has not concealed returned such equipment, documents or hidden arising out ofmaterials, the Company may elect to withhold from any payments owing to him, including without limitation, the Separation Fee, an amount equal to the value of the item(s) that Former Employee has not returned or that Former Employee has returned in a damaged condition and that he will pay any deficiency. Former Employee acknowledges and agrees that he has an affirmative obligation to inform any potential employers, business partners, or business associates and any company for whom he performs services of the existence of the confidentiality, non-disparagement, non-disclosure, and non-solicitation provisions of the Agreement. Neither the execution of this Waiver and Release, nor the performance of the consideration given for this Waiver and Release, shall constitute nor be deemed to be an admission of liability on account the part of any Party hereto, all of which is expressly denied. Former Employee acknowledges that he has fully informed himself of the terms, contents, conditions and effects of this Waiver and Release and that, in executing this Waiver and Release, he does not rely and has not relied upon any representation (oral or relating to any INJURY TO OR RESULTING IN DEATH (including written) or statement made by Company or its attorneys, including, but not limited to, any representation or statement with regard to INJURY TO OR RESULTING IN DEATH FROM COVID-19the subject matter, basis, or effect of this Waiver and Release. Former Employee further acknowledges the following: that he has been advised to consult with an attorney prior to executing this Waiver and Release; that he is over the age of eighteen (18) years, of sound mind and otherwise competent to execute this Waiver and Release; and that he is entering into this Waiver and Release knowingly and voluntarily and without any undue influence or pressures. Former employee acknowledges that any violation or threatened violation of any of the UNDERSIGNED provisions of this Waiver and Release would constitute a material breach of this Waiver and Release and that the prevailing Party shall be entitled to compensatory damages, attorneys’ fees, costs, and such other and further relief to which the prevailing Party may show itself justly entitled. Moreover, subject to the other provisions in this Waiver and Release, if Former Employee violates the terms of any of the provisions of this Waiver and Release, Company shall have the right to immediately terminate this Waiver and Release and Company shall have no obligation to pay any Separation Fee. This Waiver and Release is made and entered into in the State of Texas and shall in all respects be interpreted, enforced, and governed under the laws of the State of Texas (without regard to its conflicts of law principles). Each Party hereby submits to the jurisdiction and venue of the courts in Xxxxxx County, Texas for purpose of any litigation related to this Waiver and Release. Each Party irrevocably and unconditionally waives the right to a jury trial in connection with any claim arising out of or related to this Waiver and Release. Should any provision of this Waiver and Release be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Waiver and Release. This Waiver and Release may be executed in counterparts, each of which shall constitute an original, and which together shall constitute a single instrument. It is understood and agreed that this Waiver and Release, and any attachments or exhibits hereto, contain the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter contained in this Waiver and Release. No oral understandings, statements, promises or inducements contrary to the terms of this Waiver and Release exist. Furthermore, this Waiver and Release cannot be changed or terminated orally. Nothing in this Waiver and Release shall be construed, however, to alter or in any way change Former Employee’s ongoing responsibilities and commitments under common law or pursuant to any non-competition agreements, non-disclosure agreements, and non-solicitation agreements, to preserve and not to disclose Company’s confidential and proprietary information. Any word importing the masculine gender shall also include the female gender. It is agreed and understood that this Waiver and Release shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, representatives, successors, and assigns. Former Employee warrants that he has not conveyed or assigned any interest in the any of the UNDERSIGNEDmatters or claims being released or waived in this Waiver and Release. Company’s Activities obligation to pay the Separation Fee is contingent upon Former Employee executing and returning this Waiver and Release Agreement to Company pursuant to the terms of the Agreement and this Waiver and Release Agreement. Former Employee may take up to twenty-one (hereinafter21) days to consider the Release prior executing it. Former Employee may sign the Release at any time during this twenty-one (21) day period. After executing the Release, Former Employee shall have seven (7) days during which time Former Employee may revoke Former Employee’s consent to the Release by giving the Company written notification of the decision to revoke to Company as stated in Section 19 of the Agreement. This Waiver and Release will not become effective or enforceable, and the Separation Fee shall not become due, until the seven (7) day revocation period following the execution of this Waiver and Release has expired and Former Employee has delivered to the Company the fully-executed and dated Waiver (in the form attached to this Exhibit A as Appendix 2) of his right to revoke the Waiver and Release. The Waiver must be dated at least eight (8) days after the date when Former Employee executes the Waiver and Release. If Former Employee decides to revoke this Waiver and Release, Former Employee must provide the Company notice of revocation by hand delivery or overnight delivery to the Company’s General Counsel. EXECUTED as of , 2010, but effective as of the date on which Company has received Former Employee’s written Waiver of his right to revoke this Waiver and Release in accordance with the provisions hereof (previously defined as the “RELEASED CLAIMSExhibit A Waiver Effective Date”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , the PRCA and WPRA Agricenter International (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASESWithout limiting the foregoing, WAIVES, AND FOREVER DISCHARGES in order to induce the Agent and the Banks to enter into this waiver, the PRCA Borrowers acknowledge and WPRA agree that: (and its parents, affiliates and subsidiariesa) neither any Borrower nor any of their respective Subsidiaries has any claim or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with cause of action against any of the Events)Agent, owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions any Bank or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each any of their respective parentsdirectors, subsidiariestrustees, affiliated corporations officers, employees or agents (collectively, the "Released Parties") relating to or arising out of the Loan Documents or any of the transactions related thereto; (b) neither any Borrower nor any of their respective Subsidiaries has any offset right, right of recoupment, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to any of the Released Parties; (c) each of the Released Parties has heretofore properly performed and entitiessatisfied in a timely manner all of its obligations to the Borrowers and their Subsidiaries under the Loan Documents, shareholdersand (d) neither the Agent nor any Bank has any obligation to make any Advance on or after December 15, 2006. Notwithstanding this representation and as further consideration for the agreements and understandings herein, each of the Borrowers, on behalf of itself and its employees, agents, executors, heirs, successors and assigns (the "Releasing Parties"), hereby releases the Agent and the Banks, their respective predecessors, officers, directors, managing agents, employees, independent contractors, members, agents, attorneys, affiliates, subsidiaries, successors and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)assigns, from any and all actionsliability, causes claim, right or cause of actionaction which now exists or hereafter arises as a result of acts, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity omissions or otherwise, of whatever kind events occurring on or natureprior to the date hereof, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) claims arising from or in any way related to the Loan Documents or any of the UNDERSIGNED transactions relating thereto. No Released Party shall be liable with respect to, and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect or consequential damages relating xx any Loan Document or arising out of its activities in connection herewith or related to any of therewith (whether before, on or after the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”date hereof). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESWithout limiting the foregoing, WAIVES, AND FOREVER DISCHARGES in order to induce the Agent and the Banks to enter into this waiver, the PRCA Borrowers acknowledge and WPRA agree that: (and its parents, affiliates and subsidiariesa) neither any Borrower nor any of their respective Subsidiaries has any claim or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with cause of action against any of the Events)Agent, owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions any Bank or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each any of their respective parentsdirectors, subsidiariestrustees, affiliated corporations officers, employees or agents (collectively, the "Released Parties") relating to or arising out of the Loan Documents or any of the transactions related thereto; (b) neither any Borrower nor any of their respective Subsidiaries has any offset right, right of recoupment, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to any of the Released Parties; (c) each of the Released Parties has heretofore properly performed and entitiessatisfied in a timely manner all of its obligations to the Borrowers and their Subsidiaries under the Loan Documents, shareholdersand (d) neither the Agent nor any Bank has any obligation to make any Advance on or after February 15, 2007. Notwithstanding this representation and as further consideration for the agreements and understandings herein, each of the Borrowers, on behalf of itself and its employees, agents, executors, heirs, successors and assigns (the "Releasing Parties"), hereby releases the Agent and the Banks, their respective predecessors, officers, directors, managing agents, employees, independent contractors, members, agents, attorneys, affiliates, subsidiaries, successors and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)assigns, from any and all actionsliability, causes claim, right or cause of actionaction which now exists or hereafter arises as a result of acts, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity omissions or otherwise, of whatever kind events occurring on or natureprior to the date hereof, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) claims arising from or in any way related to the Loan Documents or any of the UNDERSIGNED transactions relating thereto. No Released Party shall be liable with respect to, and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect or consequential damages relating xx any Loan Document or arising out of its activities in connection herewith or related to any of therewith (whether before, on or after the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”date hereof). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Second Waiver and Amendment Agreement (Invacare Corp)
Waiver and Release. UNDERSIGNED hereby RELEASES(a) In exchange for the Separation Benefit provided by the Company pursuant to Section 3 Separation Benefit above, WAIVES, AND FOREVER DISCHARGES and for other good and valuable consideration, the PRCA receipt and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any sufficiency of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)which are hereby acknowledged, and each intending to be legally bound, Executive on behalf of their respective parentsExecutive and Executive’s past, present and future agents, representatives, attorneys, heirs, executors, successors and assigns, and all other persons connected therewith, hereby releases and forever discharges the Company, and all of its past, present and future agents, representatives, principals, attorneys, affiliates, subsidiaries, affiliated corporations and entitiesowners, members, shareholders, officers, directors, managing agents, employees, independent contractors, members, agentssuccessors, and all other persons or entities participating or involved in the Events assigns (hereinafter collectively, collectively the “RELEASEESReleased Parties”), of and from any and all legal, equitable or other claims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, judgments, findings, controversies, disputes, or past, present and future duties, responsibilities, obligations, or suits at law and/or equity of whatsoever kind, from the beginning of time to the date hereof, including, without limitation, any and all actions, causes of action, claims, suitscounterclaims, debtsthird party claims, duesand any and all other federal, sums state, local and/or municipality statutes, laws and/or regulations and any ordinance and/or common law pertaining to employment and any and all other claims, counterclaims and/or third party claims which have been or which could have been asserted against any party in any court, arbitration or other forum involving the subject matter of moneythe Agreement. Executive declares and represents that the Executive has been paid all wages or other compensation owed by any or all of the Released Parties and represents that he has not suffered any on-the-job injuries or work-related accidents or injuries, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity occupational diseases or otherwise, of whatever kind or naturedisabilities, whether known or unknowntemporary, suspected or unsuspectedpermanent, asserted, accrued, unaccrued, actual, contingentpartial, or otherwisetotal, direct or indirect for which the Executive has not been fully compensated. Executive further agrees that he has been granted all leave, including all leave under the Family and whether or not concealed or hidden arising out ofMedical Leave Act, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafterwhich he may have been entitled, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimif any.
Appears in 1 contract
Samples: Separation Agreement (Legacy Education Alliance, Inc.)
Waiver and Release. UNDERSIGNED hereby RELEASESEffective as of the Closing, WAIVESeach of Seller and Seller Parent, AND FOREVER DISCHARGES , the PRCA for itself and WPRA (each of its Affiliates and its parentsand their respective former, affiliates current and subsidiaries) or any subdivision thereoffuture directors, any promoterofficers, participantemployees, rodeo associationgeneral and limited partners, rodeo grounds operatormanagers, arena ownermembers, officialsdirect and indirect equityholders, sponsorscontrolling persons, advertisers (in each case associated in any way with Affiliates, attorneys, assignees, agents, advisors, and representatives, and representatives and Affiliates of any of the Events)foregoing, owners and lessees any former, current or future estates, heirs, executors, administrators, trustees, successors and assigns of any of the premises used to conduct the Event(s)foregoing (each, insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the a “RELEASEESSeller Releasor”), from any hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actions, causes of action, claims, suitsdemands, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesobligations, liabilities, obligationsdefenses, lawsuitsaffirmative defenses, judgmentssetoffs, orders counterclaims, actions and demands whatsoever, in law, at equity or otherwise, causes of action of whatever kind or nature, whether known or unknown, suspected or unsuspectedwhich any Seller Releasor has, asserted, accrued, unaccrued, actual, contingentmay have, or otherwisemight have or may assert now or in the future, against any of Purchaser, Genezen or their respective Affiliates (other than another Seller Releasor) or any of its or their respective former, current or future directors, officers, employees, general or limited partners, managers, members, direct or indirect and whether equityholders, controlling persons, affiliates, attorneys, assignees, agents, advisors, or not concealed representatives, or hidden representatives or Affiliates of any of the foregoing, or any former, current or future estates, heirs, executors, administrators, trustees, successors or assigns of any of the foregoing (each, a “Seller Releasee”) arising out of, on account based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or relating type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing; provided, however, that nothing contained in this Section 12.17 shall release, waive, discharge, relinquish or otherwise affect any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) claim for Fraud or the rights or obligations of the UNDERSIGNED arising out of any Person under this Agreement or related to any of the UNDERSIGNED’s Activities (hereinafterTransaction Document. Seller and Seller Parent shall, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and shall not cause their respective Affiliates and Subsidiaries to, refrain from, directly or indirectly, bringasserting any claim or demand, commenceor commencing, institute, maintain, prosecute, aid instituting or fund in causing to be commenced any way any action legal proceeding of any kind or otherwise assert against a Seller Releasee based upon any matter released pursuant to this Section 12.17 . Each Seller Releasee to whom this Section 12.17 applies shall be a Third Party beneficiary of the RELEASEES anywhere in the world any Released Claim.this Section 12.17 . * * * * * 93
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESYou, WAIVESon behalf of yourself and anyone claiming through you, AND FOREVER DISCHARGES including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the PRCA “Releasors”), hereby fully, finally and WPRA (forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, affiliates subsidiaries, divisions and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)other affiliates, and each of their the foregoing’s respective parentspast, subsidiariespresent and future principals, affiliated corporations and entitiespartners, shareholders, officers, directors, managing agentsofficers, employees, independent contractors, members, agents, consultants, attorneys, trustees, administrators, executors and all other persons or entities participating or involved in the Events representatives (hereinafter collectively, the “RELEASEESCompany Released Parties”), of, from and for any and all actionsclaims, causes of action, claimslawsuits, suitscontroversies, debts, dues, sums of money, bonds, bills, balancesliabilities, losses, damages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders expenses and demands of any nature whatsoever, at law or in law, at equity or otherwise, of whatever kind or natureequity, whether known or unknown, suspected asserted or unsuspectedunasserted, assertedforeseen or unforeseen, accruedthat the Releasors (or any of them) now have, unaccrued, actual, contingenthave ever had, or otherwisemay have against the Company Released Parties (or any of them) based upon, direct or indirect and whether or not concealed or hidden arising out of, on account of or concerning, relating to or resulting from any INJURY TO OR RESULTING IN DEATH act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19a) of the UNDERSIGNED all claims arising out of or related in any way relating to your employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys’ fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the UNDERSIGNED’s Activities following laws, as amended from time to time: the Age Discrimination in Employment Act (hereinafterthe “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, The Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, and the Xxxxxxx-Xxxxxx Civil Rights Act (the “RELEASED CLAIMSRelease”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Advisory Agreement (Macy's, Inc.)
Waiver and Release. UNDERSIGNED a. Except as set forth in Section 3(f) below, Employee for Employee’s own self and Employee’s affiliates, executors, heirs, successors and assigns, in consideration of the benefits provided in Section 2 of this Agreement, does hereby RELEASES, WAIVES, AND FOREVER DISCHARGES fully and forever discharge and release the Company, the PRCA Company Group, and WPRA (and its all of their parents, affiliates subsidiaries and subsidiaries) or any subdivision thereofaffiliates, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in and with respect to each case associated in any way with any of the Events)foregoing, owners and lessees of the premises used to conduct the Event(s)its owners, insurersagents, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entitiesofficers, shareholders, officersmembers, directors, managing agents, employees, independent contractors, members, agents, successors and assigns and each and all other persons or entities participating or involved of the foregoing ( collectively with Employee referred to in the Events (hereinafter collectively, this Agreement as the “RELEASEESReleased Company Parties”), individually and collectively, from any and all debts, demands, actions, causes of action, claimsaccounts, suitscovenants, debtscontracts, dues, sums of money, bonds, bills, balances, losses, costs, expensesagreements, damages, covenants, agreements, commitments, undertakingsomissions, promises, liabilities, obligations, lawsuits, judgments, orders and demands any and all claims or liabilities whatsoever, in law, at equity or otherwise, of whatever kind or every name and nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentboth in law and equity (individually or collectively “Claims”) that Employee now has or may in the future have, or otherwise, direct that any person or indirect and whether or not concealed or hidden arising out ofentity may have on Employee’s behalf, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of any matter or related thing which has happened, developed or occurred prior to Employee’s signing of this Agreement, including, without limitation, all Claims arising from Employee’s employment with the Company, any promise, contract or agreement between Employee and Released Company Parties, Employee’s separation from employment with the Company, Employee’s other relationships and dealings with the Company and other Released Company Parties, and the termination of such other relationships or dealings. Employee hereby waives any and all such legal rights and Claims of any type or description that Employee has or might have against the Company and/or any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”)other Released Company Parties. The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere This Agreement is intended to be interpreted in the world any Released Claimbroadest possible manner to include all actual or potential Claims that Employee may have against the Company, whether now known or unknown, except as specifically provided otherwise in this Agreement.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Road Atlanta, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASESExcept for the representations, WAIVESwarranties, AND FOREVER DISCHARGES covenants and obligations that are expressly set forth in this Agreement, each of the Parties for itself, its successors-in-interest, and each of its officers, directors, employees, partners, members, shareholders, attorneys and agents, and their respective heirs, executors, successors and assigns (collectively, the PRCA “Releasing Parties”), forever, absolutely, unconditionally and WPRA (completely releases and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in discharges each case associated in any way with any of the Events)other Parties and each of their managers, owners officers, employees, partners, members, shareholders, beneficiaries, attorneys and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)agents, and each of their respective parentsheirs, subsidiariesexecutors, affiliated corporations successors and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events assigns (hereinafter collectively, the “RELEASEESReleased Parties”), ) from and against any and all actual, threatened or potential claims, suits, proceedings, actions, causes of action, claimsdemands, suitsliabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, dues, sums of money, bonds, bills, balances, lossesdamages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, expenses of whatever every kind or and nature, whether now known or unknown, suspected whether foreseeable or unsuspectedunforeseeable, assertedwhether under any foreign, accruedfederal, unaccrued, actual, contingent, state or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH local law (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities (hereinaftercollectively, the “RELEASED CLAIMSClaims”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly , whether asserted or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert demanded by a third party against any of the RELEASEES anywhere Releasing Parties or incurred directly or indirectly by any of the Releasing Parties themselves, that any of the Releasing Parties may now or hereafter have against any of the Released Parties, and that are related to or arise out of the Assets With respect to the released Claims only, each Party hereto hereby expressly waives the provisions of section 1542 of the Civil Code of the State of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE A MATERIAL EFFECT ON HIS OR HER SETTLEMENT WITH THE DEBTOR.” By executing this Agreement, each Party acknowledges that it understands the provisions of California Civil Code Section 1542 and that if the facts with respect to the Releases are hereafter found to be different from the facts now believed to be true from whatever cause or for whatever reason that it shall nonetheless be bound by this waiver and the Releases of the released Claims. Each of the Parties agrees and assumes the risks of such possible differences in fact and agree that this waiver and the world Releases of the released Claims shall remain valid and enforceable and be in effect notwithstanding any Released Claimsuch difference.
Appears in 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Automobile Racing Club of America, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, suppliers, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19COVID- 19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s presence or participation at Events or Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Hold Harmless Agreement
Waiver and Release. UNDERSIGNED hereby RELEASES(a) From and after the Issue Date, WAIVES, AND FOREVER DISCHARGES and in exchange for entering into the Exchange Offers by the applicable Company Released Parties and other good and valuable consideration, the PRCA receipt and WPRA sufficiency of which are hereby acknowledged, by participating in the Exchange Offers, each Holder that participated in the Exchange Offers (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any on behalf of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), itself and each of its predecessors, successors and assigns) and the Trustee for itself and on behalf of the Holders that participated in the Exchange Offers finally and forever release and discharge (i) the Company Released Parties and their respective parentsproperty, subsidiaries, affiliated corporations (ii) the Other Released Parties and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, their respective property and all other persons or entities participating or involved in (iii) the Events (hereinafter collectivelyTrustee, the “RELEASEES”)Collateral Agent and their respective property, in each case, to the fullest extent permitted under applicable law, from any and all actions, causes of actionaction and any other claims, claimsdebts, obligations, duties, rights, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenantsactions, agreementsderivative claims, commitmentsremedies, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands liabilities whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected foreseen or unsuspectedunforeseen, assertedin law, accrued, unaccrued, actual, contingentat equity, or otherwise, direct sounding in tort, contract, or indirect based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance taking place, being omitted, existing or otherwise arising on or prior to the Issue Date that such Holder may have in respect of any Subject Notes that such Holder exchanged in the Exchange Offers (collectively, the “Released Claims”). For the avoidance of doubt, the Released Claims exclude and whether do not encompass any claims or causes of action (i) of any Holder that did not concealed participate in the Exchange Offers or hidden arising out of, on account of or (ii) relating to any INJURY TO OR RESULTING IN DEATH (including but Subject Notes that the applicable Holder did not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) exchange in connection with the Exchange Offers. From and after the Issue Date, each Holder of the UNDERSIGNED arising out of or related to any of Securities that participated in the UNDERSIGNED’s Activities (hereinafterExchange Offers covenants and agrees not to, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in encourage any way any cause of action of any kind or otherwise assert other claim or proceeding against any Company Released Party or any other Holder relating to or arising out of the RELEASEES anywhere in the world any Released Claim. From and after the Issue Date, each Holder that participated in the Exchange Offers further covenants and agrees with respect to all claims that it waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown claims pursuant to this paragraph.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
Waiver and Release. UNDERSIGNED hereby RELEASESIn consideration of the payment obligation of Nortamic, WAIVES, AND FOREVER DISCHARGES LLC, the PRCA (“Company”) for the severance benefits identified in that certain Employment Agreement entered into between the Company and WPRA Executive (the “Employment Agreement”) pursuant to Section 7.2 of such Employment Agreement the undersigned (“Executive”) on behalf of himself and its parentshis agents, affiliates representatives, heirs, partners, spouse, affiliates, predecessors, successors and subsidiaries) assigns and any person acting by, through, under or in concert with each of them, or any subdivision thereofof them, any promoterhereby releases and forever discharges Company, participantits agents, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholdersdirectors, officers, directors, managing agentsattorneys, employees, independent contractorsaffiliates, memberspredecessors, agentssuccessors and assigns, and all other persons any person acting by, through, under or entities participating in concert with each of them, or involved in the Events (hereinafter collectivelyany of them, the “RELEASEES”), of and from any and all manner of action or actions, cause or causes of action, claimsin law or in equity, suits, debts, duesliens, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenantscontracts, agreements, commitments, undertakings, promises, liabilities, obligationsclaims, lawsuitsdemands, judgmentslosses, orders and demands whatsoeverdamages, in lawcosts or expenses, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19court costs and attorneys’ fees, of any nature whatsoever, whether or not now known, claimed or suspected, fixed or contingent (hereinafter collectively referred to as “Claims”) which Executive now has, ever had, ever claimed to have had, or hereafter may have arising out of, based upon or related in any manner whatsoever to the parties’ activities prior to the execution of this Agreement including, without limiting the generality of the UNDERSIGNED foregoing, all Claims related to any incentive plans or otherwise arising out of or related to in any way connected with Executive’s employment relationship with Company; provided, however, that this waiver and release does not release or discharge Company from its obligations under any of the UNDERSIGNED’s Activities (hereinafterother provisions of this Waiver and Release or that certain Employment Agreement between Executive and the Company, or under the Merger Agreement and Plan of Reorganization entered into as of December 31, 2007 by and among Xxxxx System, Inc., Cimatron Ltd., Cimatron Technologies, Inc., the “RELEASED CLAIMS”)Company, and Executive. The UNDERSIGNED covenants that This release includes any and all claims, direct or indirect, relating to the UNDERSIGNED shall matters described in the foregoing sentence which might otherwise be made under any applicable state or federal authority, including but not directly or indirectlylimited to any claim arising under the state statutes dealing with discrimination in employment, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any Title VII of the RELEASEES anywhere Civil Rights Act of 1964, the Equal Pay Act of 1963, 42 U.S.C Executive Order 11246, the Rehabilitation Act, the Age Discrimination in Vietnam Era Veterans Reemployment Adjustment Act, the world Age Discrimination in Employment Act, the Fair Labor Standards Act, state wage and hour statutes, all as amended, any Released Claim.regulations under such authorities, and any applicable contract, tort or other common law theories. Executive acknowledges that Executive has carefully read this Agreement and fully understands the terms of this separation release and has been advised that:
Appears in 1 contract
Samples: Employment Agreement (Cimatron LTD)
Waiver and Release. UNDERSIGNED hereby RELEASES, WAIVES, AND FOREVER DISCHARGES DISCHARGES, the PRCA and WPRA Road Atlanta, LLC (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo racing association, rodeo grounds track operator, arena track owner, officials, vehicle owners, drivers, pit crews, sponsors, advertisers (in each case associated in any way with any of the Events), owners and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out of, on account of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED Minor arising out of or related to any of the UNDERSIGNEDMinor’s Activities (hereinafter, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that the UNDERSIGNED and the Minor shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.
Appears in 1 contract
Samples: Hold Harmless Agreement
Waiver and Release. UNDERSIGNED Each of the Borrower and Guarantors hereby RELEASESrepresents and warrants to Lender that neither of them have any defenses, WAIVESsetoffs, AND FOREVER DISCHARGES claims, the PRCA and WPRA (and its parentscounterclaims, affiliates and subsidiaries) cross-actions, equities, or any subdivision thereofother Claims in favor of the Borrower or Guarantors, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with to or against the enforcement of any of the Events)Transaction Documents, owners and lessees to the extent any of the premises used Borrower or Guarantors have any such defenses, setoffs, claims, counterclaims, cross-actions, equities, or other Claims against Lender and/or against the enforceability of any of the Transaction Documents, the Borrower and Guarantors each acknowledge and agree that same are hereby fully and unconditionally waived by the Borrower and Guarantors. In addition to conduct the Event(s)foregoing full and unconditional waiver, insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s), and each of the Borrower and Guarantors does hereby release, waive, discharge, covenant not to sxx, acquit, satisfy and forever discharges each of the Lender Indemnitees and their respective parents, subsidiaries, affiliated corporations successors and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)assigns, from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands Claims whatsoever, in law, at equity law or otherwise, of whatever kind or naturein equity, whether known or unknown, whether suspected or unsuspected, assertedwhether fixed or contingent, accruedwhich the Borrower or Guarantors ever had, unaccruednow have, actualor which any successor or assign of the Borrower or Guarantors hereafter can, contingentshall, or may have against any of the Lender Indemnitees or their successors and assigns, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world through and including the date hereof, including, without limitation, any matter, cause, or thing related to the Purchase Agreement, this Amendment, the Second Replacement Debenture B, or any other Transaction Documents (collectively, the “Released Claims”). Without in any manner limiting the generality of the foregoing waiver and release, Borrower and Guarantors hereby agree and acknowledge that the Released Claims specifically include: (i) any and all Claims regarding or relating to the enforceability of the Transaction Documents as against the Borrower or any of the Guarantors; (ii) any and all Claims regarding, relating to, or otherwise challenging the governing law provisions of the Transaction Documents; (iii) any and all Claims regarding or relating to the amount of principal, interest, fees or other Obligations due from the Borrower and/or Guarantors to the Lender under any of the Transaction Documents; (iv) any and all Claims regarding or relating to Lender’s conduct or Lender’s failure to perform any of Lender’s covenants or obligations under any of the Transaction Documents; (v) any and all Claims regarding or relating to any delivery or failure to deliver any notices by Lender to Borrower or Guarantors; (vi) any and all Claims regarding or relating to any failure by Lender to fund any advances or other amounts under any of the Transaction Documents; (vii) any and all Claims regarding or relating to any advisory services (or the lack thereof) provided by Lender to Borrower and Corporate Guarantors for which any advisory fees may be due and owing and included within the Obligations; and (viii) any and all Claims based on grounds of public policy, unconscionability, or implied covenants of fair dealing and good faith. The Borrower and Guarantors further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws governing the Transaction Documents, and the Released Claims include all Claims that the Borrower or Guarantors do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, direct or indirect and whether or not concealed or hidden arising out ofwhich, on account if known, would materially affect their decision to enter into this Amendment. The foregoing waiver and release agreements by the Borrower and Guarantors are a material inducement for Lender to enter into this Amendment, and Lender’s agreement to enter into this Amendment is separate and material consideration to the Borrower and Guarantors for the waiver and release agreements contained herein, the receipt and sufficiency of or relating to any INJURY TO OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) such consideration hereby acknowledged by Borrower and Guarantors. In addition, each of the UNDERSIGNED arising out Borrower and Guarantors agrees and acknowledges that it has had an opportunity to negotiate the terms and provisions of this Amendment, including the foregoing waiver and release agreements, with and through their own competent counsel, and that each of the Borrower and Guarantors have sufficient leverage and economic bargaining power, and have used such leverage and economic bargaining power, to fairly and fully negotiate this Amendment, including the waiver and release agreements herein, in a manner that is acceptable to the Borrower and Guarantors. The foregoing waiver and release agreements shall survive the termination of the Purchase Agreement or related to any of the UNDERSIGNED’s Activities (hereinafterTransaction Documents, repayment of the “RELEASED CLAIMS”). The UNDERSIGNED covenants that Obligations, and the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action sale of any kind or otherwise assert against any portion of the RELEASEES anywhere in the world any Released ClaimObligations by Lender.
Appears in 1 contract