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: Covid 19 Waiver, Covid 19 Waiver, Covid 19 Waiver
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: Parental Consent and Waiver Agreement, Parental Consent and Waiver Agreement, Parental Consent and Waiver Agreement
Waiver and Release. UNDERSIGNED The Option Holder, on behalf of the Option Holder and the Option Holder’s heirs, executors, administrators, legal representatives, successors and assigns (the “Releasor”) hereby RELEASESfully, WAIVESfinally and forever releases, AND FOREVER DISCHARGES discharges and covenants not to xxx, and otherwise agrees not to enforce any claim, cause of action, right, title or interest against, the PRCA Company, Merger Sub and WPRA (Parent, and its parentstheir respective affiliates, affiliates successors and subsidiaries) or any subdivision thereofassigns, any promoterand their respective past and present directors, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners officers 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), employees 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 affiliates (hereinafter collectively, the “RELEASEESReleasees”)) of, from and with respect to any and all claims, demands, covenants, actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, lossesfees, costs, expensessanctions, damagesjudgments, covenantsobligations, contracts, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders debts and demands liabilities whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether known or unknown, suspected or unsuspected, assertedboth at law and in equity, accruedwhether sounding in tort, unaccruedintentional tort, actualcontract, contingentfraud, concealment, breach of statute, or otherwiseconspiracy, direct or indirect and whether or not concealed or hidden arising out ofhidden, which the Releasor now has, ever had or may in the future have against the Releasees, by reason of any act or omission, in conduct or word, from the beginning of time up to and including the effective date of this Agreement, 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 of, 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 relating in any way to the Options held by the Option Holder (whether currently held or previously held); provided, however, that the Option Holder is not hereby releasing or discharging and does not hereby release or discharge any action claims, demands, obligations, rights, liabilities or causes of any kind action, if any, arising under this Agreement or otherwise assert against any the Merger Agreement. In connection herewith, the Option Holder expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the RELEASEES anywhere in Civil Code of the world any Released Claim.State of California, if applicable, and does so understanding and acknowledging the significance of such specific waiver of Section 1542, which states as follows:
Appears in 5 contracts
Samples: Option Cancellation Agreement (Nobel Learning Communities Inc), Option Cancellation Agreement (Nobel Learning Communities Inc), Option Cancellation Agreement (Nobel Learning Communities 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 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: Waiver and Release of Liability Agreement, Waiver and Release of Liability, Waiver and Release of Liability Agreement
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: Hold Harmless, Release, Waiver of Liability, and Indemnity Agreement, Waiver and Release of Liability Agreement, Waiver and Release of Liability Agreement
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 Agreement, Waiver and Release of Liability Agreement, Waiver and Release of Liability
Waiver and Release. UNDERSIGNED hereby RELEASES(a) The Borrowers and the Guarantors acknowledge and agree that, WAIVESas of the date hereof: (i) none of the Borrowers or Guarantors have any claim or cause of action against the Administrative Agent or the Lenders arising out of, AND FOREVER DISCHARGES , the PRCA and WPRA (and its parents, affiliates and subsidiaries) 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 relating to the Loan Agreement or the Loan Documents (including this Amendment), any documents, instruments, agreements, dealings or other matters in connection with the Loan Documents, the transactions contemplated by the Loan Documents, or any actions taken or not taken by the Administrative Agent or the Lenders in connection therewith; (ii) none of the Borrowers or the Guarantors have any offset rights, counterclaims or defenses of any kind against payment and performance of the obligations under the Loan Documents; and (iii) the Administrative Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Borrowers and the Guarantors under the Loan Documents.
(b) In consideration of the amendments and consents provided by and the covenants of the Administrative Agent and the Lenders herein, the Borrowers and the Guarantors agree to eliminate any possibility that any past conditions, acts, omission, events, circumstances or matters would impair or otherwise adversely affect any of the Events)rights, owners interests, contracts, collateral security or rights and lessees remedies of the premises used to conduct Administrative Agent or the Event(s)Lenders under the Loan Documents. Therefore, insurerseach of the Borrowers and the Guarantors, 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 parentssuccessors and assigns, subsidiarieshereby waives, affiliated corporations releases and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, discharges the Administrative Agent and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”)Lenders, from any and all actionsclaims, demands, actions or 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 action on or before the date hereof 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 under or in any way relating to any INJURY TO OR RESULTING IN DEATH the Loan Documents (including but this Amendment), any documents instruments, agreements, dealings or other matters connected with the Loan Documents, the transactions contemplated by the Loan Documents or any actions taken or not limited taken by the Administrative Agent or the Lenders in connection therewith, including, without limitation, all matters, claims, transactions or things occurring on or prior to INJURY TO OR RESULTING IN DEATH FROM COVID-19) the date hereof of the UNDERSIGNED arising out of or related to which any of the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”)Borrowers or Guarantors have knowledge. The UNDERSIGNED covenants that the UNDERSIGNED waivers, releases and discharges in this paragraph shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action be effective regardless of any kind other event that may occur or otherwise assert against any of not occur prior to, or on or after the RELEASEES anywhere in the world any Released Claimdate hereof.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Centerline Holding Co), Revolving Credit and Term Loan Agreement (Centerline Holding Co), Revolving Credit and Term Loan Agreement (Centerline Holding Co)
Waiver and Release. UNDERSIGNED Without limiting any other term or provision of this Amendment or any other Transaction Document, each Transaction Party hereby RELEASESvoluntarily, WAIVESknowingly, AND FOREVER DISCHARGES irrevocably, unconditionally, absolutely and permanently waives, releases, dismisses, cancels, terminates and forever discharges (collectively, the PRCA “Specified Releases”) the Hedge Provider, each of its Affiliates and WPRA (each of its and its parentstheir respective agents, affiliates officers, directors, managers, members, partners, employees, contractors, representatives, advisors, attorneys 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)agents, and each of their respective parentssuccessors, subsidiaries, affiliated corporations assigns and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, representatives (each a “Released Party” and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEESReleased Parties”), from any and all claims, inferences, complaints, cross-complaints, filings, disputes, grievances, demands, duties, actions, causes of action, claimsdefenses, suitscounterclaims, debtsoffset, dues, sums of money, bonds, bills, balances, lossesdamages, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders losses and demands similar items of any kind or character whatsoever, in law, at equity or otherwise, of whatever kind or nature, each case whether known or unknown, anticipated or unanticipated, suspected or unsuspected, assertedactual or contingent, accruedexpress or implied, unaccruedor conditional, actualdirect or indirect, contingentat law or in equity, or otherwise, direct irrespective of whether any of the foregoing arise out of contract, tort, violation of law or indirect and whether regulations, or not concealed or hidden otherwise (collectively, the “Released Items”):
(a) with respect to any Released Items arising out of, on account of from or relating in connection with the Master Transaction Agreement, any other Transaction Document, any Transaction, or any related matter, the Specified Releases shall apply to the Released Parties with respect to any INJURY TO OR RESULTING IN DEATH and all Released Items now existing or arising or originating at any time prior to the Amendment Effective Date; and
(including but not limited b) with respect to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED any Released Items arising out of, from or in connection with any Specified Event of Default and any Financial Covenant Default, including the negotiation, preparation, execution, delivery or related performance of this Amendment, the Specified Releases shall apply to the Released Parties with respect to any of and all Released Items now existing or arising or originating at any time prior to or following 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 Claimdate hereof.
Appears in 3 contracts
Samples: Master Transaction Agreement (MxEnergy Holdings Inc), Master Transaction Agreement (MxEnergy Holdings Inc), Master Transaction Agreement (MxEnergy Holdings Inc)
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 Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of such Released Claims.
7.2. Effective as of and contingent upon the Closing, each Selling Shareholder hereby irrevocably and unconditionally covenants that the UNDERSIGNED shall not to refrain from, directly or indirectly, bringasserting any claim or demand, commenceor commencing, instituteinstituting or causing to be commenced, maintain, prosecute, aid or fund in any way any action proceeding of any kind or otherwise assert against any of Released Party, based upon the RELEASEES anywhere Release or to seek to recover any amounts in connection therewith or thereunder from and after the world Closing. Any Released Party may plead this Release as a complete bar to any Released ClaimClaims brought in derogation of this covenant not to xxx.
7.3. Each Selling Shareholder agrees that if it violates any provision of this Section 7, such Selling Shareholder will pay the costs and expenses of defending against any related or resulting Action incurred by the Released Parties, including attorney’s fees; provided that if more than one of such parties are in violation of this Section 7, each such party will be, severally and not jointly, liable for its proportionate share of such costs and expenses. For purposes of this Section 7.3, the proportionate share of a Selling Shareholder means the ratio obtained by dividing (i) the Cash Consideration paid to such Selling Shareholder by (ii) the aggregate Cash Consideration.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Alibaba Group Holding LTD)
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 ClaimMatter. Each Purchaser Releasee to whom this Section 7.19 applies shall be a third party beneficiary of this Section 7.19.
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 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
Samples: Parental Consent and Waiver Agreement, Parental Consent and Waiver Agreement
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: Forbearance and Modification Agreement (Elcotel Inc), Forbearance and Modification Agreement (Elcotel 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
Samples: Parental Consent and Waiver Agreement, Parental Consent and Waiver Agreement
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 Agreement, Waiver and Release of Liability Agreement
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 (Chequemate International Inc), Waiver and Release (Chequemate International 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
Samples: Parental Consent and Waiver Agreement, Parental Consent and Waiver Agreement
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 Agreement, Waiver and Release of Liability Agreement
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 RELEASES(a) As additional consideration for the Merger consideration payable pursuant to Section 2.1 and by executing a Stock Letter of Transmittal, WAIVESeach Stockholder, AND FOREVER DISCHARGES , the PRCA and WPRA (on behalf of itself 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, shareholdersAffiliates, officers, directors, managing agentspartners, employees, independent contractorsmembers, managers, trustees, successors and assigns of each of them (but, for clarity, excluding the Company) (collectively, the "Releasors") hereby unconditionally and irrevocably releases and discharges the Company Group and their respective Affiliates, officers, directors, employees, stockholders (including Parent), members, agentsmanagers, trustees, successors and all other persons or entities participating or involved in the Events assigns (hereinafter collectively, the “RELEASEES”), "Releasees") in each case from any and all claims, demands, liens, actions, suits, causes of action, claimsobligations, suitscontroversies, debts, duescosts, sums of money, bonds, bills, balances, losses, costsattorneys' fees, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwiseliabilities, of whatever kind or nature, at law, in equity or otherwise, whether now known or unknown, suspected or unsuspected, assertedfixed or contingent or xxxxxx or inchoate, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden hidden, which such Releasor ever had, now has or hereafter can, shall or may have against any Releasee for, upon or by reason of any matter, fact or circumstance occurring or arising out ofat any time on or prior to the Closing Date in any way relating to the Company Group; provided, that the foregoing shall not affect any rights that any Releasor may have pursuant to this Agreement or the Ancillary Agreements, any rights pursuant to any employment agreement with the Company Group or any rights to indemnification or reimbursement under the Company's Organizational Documents as in effect as of the date hereof.
(b) As additional consideration for the Merger consideration payable pursuant to Section 2.1 and by executing a Stock Letter of Transmittal, each Stockholder, on account behalf of or relating itself and the other Releasors, irrevocably covenants 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 (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, maintain, prosecute, aid or fund in any way any action proceeding of any kind or otherwise assert against any of the RELEASEES anywhere in the world Releasee based upon any Released Claimmatter released pursuant to this Section 6.12.
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, 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
Samples: Parental Consent and Waiver Agreement, Parental Consent and Waiver Agreement
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 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
Samples: Covid 19 Waiver, Covid 19 Waiver
Waiver and Release. UNDERSIGNED hereby RELEASESBy delivery of this Letter of Transmittal to the Exchange Agent, WAIVES, AND FOREVER DISCHARGES effective as of the Effective Time, the PRCA above signed hereby (a) forever waives all appraisal and WPRA dissenter’s rights under applicable Law, (b) withdraws and its parentsforever waives all written objections to the Merger and/or demands for appraisal, affiliates if any, with respect to the Company Shares owned by the above signed and subsidiaries(c) on behalf of himself, herself or any subdivision thereofitself, any promoterAffiliate, participantwhether a past, rodeo associationpresent or future Affiliate, rodeo grounds operatorjoint ventures, arena ownerfirms, officialscorporations, sponsorslimited liability companies, advertisers partnerships, trusts, associations, organizations, representatives, investors, stockholders, members, managers, directors, officers, employees, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and assigns (in each case associated in any way with any of each, a “Releasing Party” and, collectively, the Events)“Releasing Parties”) unconditionally and irrevocably releases and absolutely forever discharges Purchaser, owners and lessees of the premises used to conduct the Event(s)Company, insurersMerger Sub, 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 Subsidiaries and entities, shareholders, their respective officers, directors, managing agentssecurityholders, stockholders, Affiliates, employees, independent contractorsadvisors and agents (each, members, agents, a “Released Party”) from and against all other persons or entities participating or involved in the Events (hereinafter collectively, the Released Matters. “RELEASEES”), from Released Matters” means any and all actions, causes of action, claims, suitsdemands, damages, debts, duesliens, sums of money, bondsaccounts, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesjudgments, liabilities, obligations, lawsuitscosts, judgmentsexpenses (including attorneys’ and accountants’ fees and expenses), orders suits, actions and demands causes of action and other relief of any nature whatsoever, in law, at equity or otherwise, of whatever kind or nature, whether now known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentthat the Releasing Parties now have, or otherwiseat any time previously had, direct or indirect and whether shall or not concealed may have in the future, as a securityholder, creditor, holder of stock options, investor, officer, director, contractor, consultant or hidden employee of the Company or its Subsidiaries, arising out of, on account by virtue of or relating to in 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 matter related to any actions or inactions of the UNDERSIGNED’s Activities Released Parties or the affairs of the Company and its Subsidiaries on or before the closing of the Merger, including, without limitation, any claims relating to the approval and adoption of the Merger Agreement or the transactions contemplated thereby; provided that Released Matters shall not include (hereinafteri) any right that any Releasing Party may have pursuant to the Merger Agreement or any Related Agreement to which such Releasing Party is a party; (ii) in the case of Releasing Parties who are or were directors, officers or employees of the “RELEASED CLAIMS”)Company or any of its Subsidiaries, any rights under (A) indemnification and/or exculpation provisions of the Organizational Documents of the Company or such Subsidiary, and (B) any directors’ and officers’ liability insurance policy (or tail coverage thereunder) or life insurance policy maintained by the Company, as applicable, or (iii) in the case of Releasing Parties who are or were directors, officers or employees of the Company or any of its Subsidiaries, any rights under any employment, compensation or other director, officer or employee-related agreements or plans, including any rights to vested benefits or accrued but unpaid compensation. It is the intention of the above signed in executing this release, and in giving and receiving the consideration called for herein, that the release contained herein shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the undersigned and the Released Parties of all Released Matters, including accrued but unpaid dividends, accrued and unpaid interest, unpaid principal and payments in connection with a liquidation or change of control transaction. The UNDERSIGNED covenants above signed hereby represents that he, she or it has not voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matters and that no Person other than the UNDERSIGNED Releasing Party has any interest in any Released Matter by Law or contract by virtue of any action or inaction by the Releasing Party. The invalidity or unenforceability of any part of this paragraph shall not directly affect the validity or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any enforceability of the RELEASEES anywhere remainder of this paragraph, which shall remain in the world any Released Claimfull force and effect.
Appears in 2 contracts
Samples: Merger Agreement (Zurn Water Solutions Corp), Merger Agreement (Zurn Water Solutions Corp)
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, undertakingsand liabilities whatsoever, promiseswhether known or unknown, liabilities, obligations, lawsuits, judgments, orders and demands whatsoeverforeseen or unforeseen, in law, at equity equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of whatever kind any securities law (federal, state or natureforeign), 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 do not encompass any claims or causes of action (i) of any Holder that did not participate in the Exchange Offers or (ii) relating to any Subject Notes that the applicable Holder did not exchange in connection with the Exchange Offers. From and after the Issue Date, each Holder of the Notes that participated in the Exchange Offers covenants and agrees not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against any Company Released Party or any other Holder of 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.
(b) EXCEPT AS OTHERWISE PROVIDED HEREIN, BY ACCEPTING A NOTE EACH HOLDER THAT PARTICIPATED IN THE EXCHANGE OFFERS EXPRESSLY AGREES THAT THE RELEASED CLAIMS SHALL INCLUDE, WITHOUT LIMITATION, SUCH RELEASED CLAIMS ARISING PRIOR TO THE ISSUE DATE AS A DIRECT OR INDIRECT RESULT OF THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY COMPANY RELEASED PARTY OR OTHER RELEASED PARTY. EACH PARTY AGREES THAT THE COMPANY RELEASED PARTIES AND OTHER RELEASED PARTIES ARE EXPRESSLY INTENDED AS THIRD-PARTY BENEFICIARIES OF THIS PROVISIONS UNDER SECTION 14.01.
(c) Each Holder of the Notes that participated in the Exchange Offers and each of the Issuer and the Guarantors acknowledges that it is aware that it or its attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Subject Notes that such Holder exchanged in the Exchange Offers, but further acknowledges that it is the intention of each of the Issuer and the Guarantors and each Holder of the Notes that participated in the Exchange Offers to fully, finally, and forever settle and release all claims among them in respect of the Subject Notes that such Holder exchanged in the Exchange Offers, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, existing or arising on or prior to the Issue Date. Holders who did not tender their Subject Notes for exchange will continue to have the rights they possess under applicable law or contract or otherwise, direct or indirect and whether or not concealed or hidden arising out ofif any, 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 prosecute their claims against any of Company Released Party or Other Released Party.
(d) Notwithstanding the RELEASEES anywhere foregoing paragraphs, nothing in this Indenture is intended to, and shall not, (i) release any party’s rights and obligations under this Indenture or the world Notes or (ii) bar any Released Claimparty from seeking to enforce or effectuate this Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
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, 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 EventsEmployment Agreement (the "Agreement") dated as of _________________, by and between Applied Optoelectronics, Inc., a Delaware corporation, and myself, and in exchange for the salary continuation and benefits payable under the Agreement (the "Severance Benefits"), owners I hereby waive all claims against and lessees of the premises used to conduct the Event(s)release (i) Applied Optoelectronics, Inc., its officers, employees, agents, insurers, underwriterspredecessors, consultants successors and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding assigns (collectively referred to as the Event(s"Company"), (ii) all of the affiliates of the Company and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholdersdirectors, officers, directors, managing agents, employees, independent contractors, members, agents, insurers, predecessors, successors and all other persons or entities participating or involved in assigns, and (iii) the Events Company and its affiliates’ employee benefit plans and the fiduciaries and agents of said plans (hereinafter collectively, collectively referred to as the “RELEASEES”), "Benefit Plans") from any and all claims, demands, actions, causes liabilities and damages arising out of actionor relating in any way to my employment with or separation from employment with the Company and its affiliates other than amounts due pursuant to the Agreement and the rights and benefits I am entitled to under the Benefit Plans. (the Company, its affiliates and the Benefit Plans are sometimes hereinafter collectively referred to as the "Released Parties".) In exchange for the payment to me of the Severance Benefits, (1) I agree not to xxx the Released Parties in any local, state and/or federal court regarding or relating in any way to my employment with or separation from employment with the Company and its affiliates, and (2) I knowingly and voluntarily waive all claims and release the Released Parties from any and all claims, suitsdemands, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesactions, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or naturedamages, 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 relating in any way to my employment with or separation from employment with the Company and its affiliates, except to the extent that my rights are vested under the terms of the Agreement or any employee benefit plans sponsored by the Company and its affiliates and except with respect to such rights or claims as may arise after the date this Waiver and Release is executed. This Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990; the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Workers Adjustment and Retraining Notification Act of 1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Texas Labor Code et. seq.; claims in connection with workers’ compensation, retaliation or “whistle blower” statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in this Waiver and Release has been made to me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the Company or its affiliates or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform me. Notwithstanding the foregoing and anything in this Waiver and Release to the contrary, I do not release and expressly retain (a) all rights to payment or providing for post-employment benefits, under the Agreement or employee benefit plans, (b) all rights to indemnity, contribution, and a defense, and directors and officers and other liability coverage that I may have under any statute, Company policy or by this or any other agreement; and (c) the right to any, unpaid reasonable business expenses and any accrued benefits payable under any Company welfare plan or tax-qualified plan. I acknowledge that payment of the Severance Benefits is not an admission by any one or more of the Released Parties that they engaged in any wrongful or unlawful act or that they violated any federal or state law or regulation. I acknowledge that neither the Company nor its affiliates have promised me continued employment or represented to me that I will be rehired in the future. I acknowledge that my employer and I contemplate an unequivocal, complete and final dissolution of my employment relationship. I acknowledge that this Waiver and Release does not create any right on my part to be rehired by the Company or its affiliates, and I hereby waive any right to future employment by the Company or its affiliates. I understand that for a period of 7 calendar days following the date that I sign this Waiver and Release, I may revoke my acceptance of this Waiver and Release, provided that my written statement of revocation is received on or before that seventh day by Xxxx-Xxxxxx (Xxxxxxxx) Xxx, the Chief Executive Officer at 00000 Xxxx Xxxxxx Blvd., Sugar Land, TX 77478, facsimile number: 000-000-0000, in which case the Waiver and Release will not become effective. If I timely revoke my acceptance of this Waiver and Release, the Company shall have no obligation under this Waiver and Release nor the Agreement to provide the Severance Benefits to me. I understand that failure to revoke my acceptance of the offer within 7 calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable. Should any of the UNDERSIGNED’s Activities (hereinafterprovisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the “RELEASED CLAIMS”)enforceability of other provisions of this Waiver and Release. The UNDERSIGNED covenants I acknowledge that this Waiver and Release sets forth the entire understanding and agreement between me and the Company and its affiliates concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or its affiliates. I understand that the UNDERSIGNED shall payment of the Severance Benefits, and any negotiations about the Agreement, this Waiver and Release, or the termination and separation of the employment relationship are to be held in absolute confidence and are not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund to be disclosed in any way manner to any person or organization at any time with the exception that the Executive may consult with an advisor or attorney or as otherwise required by law and the exception that the Executive may be required to disclose such information as provided by law. Executive further agrees that the consideration being provided to him by Executive for this Waiver and Release is predicated upon the Executive's agreement to abide by the confidentiality provisions of this paragraph. Executive further agrees that should he be adjudicated to have breached the terms of this paragraph that he will be subject to all legal and equitable relief afforded by law, including the reimbursement of any attorneys’ fees and/or expenses by the Company in recovering any such sums of money. I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability and any kind other claims arising prior to the date of this Waiver and Release. By execution of this document, I do not waive or release or otherwise assert against relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the RELEASEES anywhere in Company or its affiliates which occur after the world any Released Claim.date of the execution of this Waiver and Release. By: Its: Date: Date:
Appears in 1 contract
Samples: Employment Agreement (Applied Optoelectronics, Inc.)
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 shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund existence of any such statute in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claim.jurisdiction. This
Appears in 1 contract
Samples: Stock Purchase Agreement
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 RELEASESI, WAIVESXxxxxxx Xxxxxx, AND FOREVER DISCHARGES in exchange for good and valuable consideration as set forth more fully in the letter agreement between me and Interactive Data Corporation (the “Company”) dated May 6, 2011 (the “Separation Agreement”), the PRCA receipt and WPRA (adequacy of which is hereby acknowledged, for myself and its parentson behalf of my successors, 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, membersrepresentatives, agents, assigns, executors, administrators and all other persons or entities participating or involved in the Events heirs (hereinafter collectively, the “RELEASEESReleasors”), hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries, successors, affiliates and assigns (referred to herein collectively as the “Group”), and the present and former directors, officers, employees, agents, shareholders and insurers of any of them (such persons, together with each member of the Group, referred to herein collectively as the “Releasees”) from any and all claims, actions, causes of action, claimsrights, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilitiesjudgments, obligations, lawsuitsdamage, judgmentsdemands, orders and demands whatsoever, in law, at equity accountings or otherwise, liabilities of whatever kind or natureand character (collectively, whether known or unknown“Claims”) any of the Releasors ever had, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentnow has, or otherwisehereafter may have, direct or indirect and for any reason whatsoever, whether or not concealed or hidden I am presently aware of those rights, (i) arising out ofof or in any way connected with or relating to my employment with, on account and service to, the Group or the termination of my employment or services; or (ii) arising out of or in any way connected with or relating to any INJURY TO OR RESULTING IN DEATH event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, including, without limitation, Claims under any federal, state, local or foreign law; breach of contract; fraud or misrepresentation; intentional or negligent infliction of emotional distress; breach of the covenant of good faith and fair dealing; promissory estoppel; negligence; wrongful termination of employment; or unlawful employment practices. This includes, without limitation, a release to the fullest extent permitted by law of all rights and claims arising on or before the date I sign this Waiver and Release, involving employment discrimination, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended (including “ERISA”) (including, but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) to, claims for breach of fiduciary duty under ERISA), Title VII of the UNDERSIGNED arising out Civil Rights Act of or related to any of the UNDERSIGNED’s Activities (hereinafter1964, the “RELEASED CLAIMS”). The UNDERSIGNED covenants Family and Medical Leave Act, the Americans with Disabilities Act of 1990, including all amendments thereto, as well as any other applicable federal, state, local or other law, statute or regulation, provided, however, that nothing in this Waiver and Release shall affect, and this Waiver and Release expressly excludes, any Claim relating to my rights to accrued and unpaid base salary and accrued and vested benefits expressly payable under the UNDERSIGNED shall not directly or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action terms of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimemployee benefit plan.
Appears in 1 contract
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
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
Samples: Separation Agreement (JOANN Inc.)
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
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: Covid 19 Waiver
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 waivers and releases granted hereby will be and remain effective in all respects notwithstanding such different or additional facts or the discovery of such facts except in the case of claims of Fraud.
(b) Each Seller further agrees not directly to institute any Action, and will not cooperate or indirectly, bring, commence, institute, maintain, prosecute, aid or fund assist in any way any action of any kind such Action, against the Released Parties, or otherwise assert against any of them, pursuing any matter released pursuant to Section 5.8(a).
(c) Each Seller represents that it has not assigned and agrees that it will not assign any matter released pursuant to Section 5.8(a) to any other Person.
(d) It is understood and agreed that each Company Group Member (on behalf of itself and the RELEASEES anywhere in other Released Parties) does not admit any Liability regarding the world any Released Claimmatters released hereby.
Appears in 1 contract
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 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 (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 In consideration of the Eventsitems set forth in Sections 3(a)(ii)(y), owners and lessees of the premises used to conduct the Event(s3(a)(ii)(z), insurers, underwriters, consultants and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s3(b)(ii), and 3(b)(iii) above, and other benefits provided to Advisor hereunder, Advisor hereby agrees to the following:
(a) Except for a claim based on a breach of this Agreement by the Company, Advisor, for Advisor and on behalf of Advisor’s heirs, executors, administrators, legal representatives, assignees and successors in interest (in such capacity, the “Releasing Party”), hereby irrevocably and unconditionally settles, waives, releases, remises, acquits and discharges any and all claims, demands, actions or causes of action, known or unknown, which the Releasing Parties may have or could claim against the Company and each of their respective its affiliates, parents, subsidiaries, affiliated corporations successors, assigns, and entitiespredecessors, shareholders, officers, directors, managing agents, and all of their respective employees, independent contractors, members, agents, officers and directors, and all other persons Persons acting by, through, under or entities participating in conceit with any of them or involved in the Events that might be claimed to be jointly or severally liable with them (hereinafter collectively, the “RELEASEESCompany Released Parties”)) and the Releasing Party covenants not to xxx or bring any action or proceeding against the Company Released Parties with respect to such claims, from any demands, actions or causes of action. The Releasing Party recognizes that it is giving up all claims, demands, actions 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 naturewhich it now may have, whether known or unknown, suspected and whether specifically mentioned or unsuspectednot. The Releasing Party specifically waives any claim or right to assert that any cause of action or alleged cause of action or claim has been, assertedthrough oversight or error, accruedintentionally or unintentionally omitted from this Agreement. The Releasing Party waives any right to seek reinstatement or re-employment with the Company or any of its affiliates.
(b) The Releasing Party expressly acknowledges and agrees that the payments set forth in this Agreement constitute consideration for the settlement, unaccruedwaiver, actual, contingentrelease and discharge of and covenant not to xxx with respect to any and all claims or actions arising from Advisor’s employment, or otherwisethe terms and conditions of Advisor’s employment, direct including claims arising under express or indirect implied contract, tort, public policy, common law or any national, state or local statute, ordinance, regulation, rule, order or constitutional provision.
(c) The Releasing Party acknowledges that this Agreement is being entered into as a settlement and whether or compromise of any claims and is not concealed or hidden arising out of, to be construed in any manner as an admission of any liability 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) the part of the UNDERSIGNED arising out of Company or related to any of the UNDERSIGNED’s Activities Company Released Party.
(hereinafter, the “RELEASED CLAIMS”). d) The UNDERSIGNED covenants Releasing Party acknowledges that the UNDERSIGNED shall not directly only consideration for signing this Agreement and all that the Releasing Party is ever to receive from the Company or indirectlyits affiliates are the terms expressly stated herein, bring, commence, institute, maintain, prosecute, aid and that no other promises or fund in any way any action agreements of any kind have been made to or otherwise assert against with the Releasing Party by any Person whatsoever to cause Advisor to sign this Agreement.
(e) Advisor acknowledges that it has read and fully understands all of the RELEASEES anywhere provisions of this Agreement and is entering into this Agreement freely and voluntarily. Advisor has been and is hereby advised to consult with an attorney prior to signing.
(f) Advisor represents that Advisor is not aware of any claim by Advisor other than the claims that are released by this Agreement. Advisor acknowledges that Advisor has had the opportunity to be advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows; A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ADVISOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY ADVISOR MUST HAVE MATERIALLY AFFECTED ADVISOR’S SETTLEMENT WITH THE DEBTOR. Advisor, being aware of said code section, agrees to expressly waive any rights Advisor may have thereunder, as well as under any other statute or common law principles of similar effect.
(g) Advisor agrees to execute a release of claims substantially in the world form as set forth in this Section 6 upon the conclusion of the Term or the termination of this Agreement for any Released Claimreason.
Appears in 1 contract
Samples: Senior Advisor Agreement (Magnachip Semiconductor LLC)
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
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(a) In consideration of the payments and benefits set forth in this Agreement, WAIVES, AND FOREVER DISCHARGES except for the payment and benefits expressly provided herein, 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) 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 NXL Entities 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, shareholderstrustees, officers, directorssecurity holders, managing agents, employees, independent contractors, memberspartners, agents, and former and current employees and directors, and their successors, executors and assigns, including without limitation all other persons acting by, through, under or entities participating or involved in the Events concert with any of them (hereinafter collectively, the “RELEASEES”"Releasees"), 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) (collectively, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands "Claims") of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which the Releasors had, now have, or may have in the future as a result of any facts or circumstances cur- rently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive's employment by or service with the Company), but excluding any Claims arising from any action to enforce the Company's obligations under this Agreement, against each or any of the Releasees (collectively, the "Released Claims"). The Executive acknowledges and agrees that if he or 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, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees.
(b) With respect to any and all Released Claims, the Executive stipulates and agrees that, upon execution of this Agreement, Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at equity the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The Releasors, upon execution of this Agreement, shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or otherwiseterritory of the United States, or principle of whatever kind common law, which is similar, comparable or natureequivalent to Section 1542 of the California Civil Code. The Releasors may hereafter discover facts in addition to or different from those which he, whether she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Releasor, upon the execution of this Agreement by the Executive, shall be deemed to have fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, assertedcontingent or noncontingent, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden arising out ofhidden, on account which now exist, or heretofore have existed upon any theory of law or relating to any INJURY TO OR RESULTING IN DEATH (including equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to INJURY TO OR RESULTING IN DEATH FROM COVID-19the subsequent discovery or existence of such different or additional facts.
(c) The Executive affirms that he has been represented by counsel in connection with the negotiation and execution of this Agreement and the waiver and release in Section 9(a).
(d) In consideration of the UNDERSIGNED matters set forth in this Agreement, except for the payment and benefits expressly provided herein, the Company, for itself and its successors and assigns (collectively "NXL Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge the Executive and his successors, executors and assigns, including without limitation all persons acting by, through, under or in concert with any of them (collectively, "NXL Releasees"), from any and all Claims of any nature whatsoever, known or unknown, whether in law or equity and whether arising out under federal, state or local law which the NXL Releasors had, now have, or may have in the future as a result of any facts or related to circumstances currently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive's employment by or service with the Company), against each or any of the UNDERSIGNED’s Activities NXL Releasees (hereinaftercollectively, the “RELEASED CLAIMS”"NXL Released Claims"); provided that the NXL Released Claims shall not include either (x) any Claims arising from any action to enforce the Executive's obligations under this Agreement or (y) any Claims as to which indemni- fication of a director or officer of the Company would be unavailable under Maryland law (it being understood and agreed for this purpose that the provision in such law barring indemnification as to any acts or omissions involving "an improper personal benefit in money, property or services" shall not extend to any benefit that might be deemed to have been afforded to the Executive merely as a result of his status as a director, officer or shareholder of Legacy or EDV, and this Agreement shall not in any event constitute a release or waiver of any Claim against Legacy). The UNDERSIGNED covenants Company acknowledges and agrees that if it or any other NXL Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the UNDERSIGNED NXL Releasees with respect to any cause, matter or thing which is the subject of this Section 9(d), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable NXL Releasee may recover from the Company all costs incurred in connection with such action, claim or proceeding, including attorneys' fees.
(e) With respect to any and all NXL Released Claims, the Company stipulates and agrees that, upon execution of this Agreement, the NXL Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A general release does not directly extend to claims which the creditor does not know or indirectlysuspect to exist in his favor at the time of executing the release, bringwhich if known by him must have materially affected his settlement with the debtor. The NXL Releasors, commenceupon execution of this Agreement, instituteshall be deemed to have waived any and all provisions, maintain, prosecute, aid or fund in rights and benefits conferred by any way any action law of any kind state or otherwise assert against any territory of the RELEASEES anywhere United States, or principle of common law, which is similar, comparable or equivalent to ss. 1542 of the California Civil Code. The NXL Releasors may hereafter discover facts in addition to or differ- ent from those which he, she or it now knows or believes to be true with respect to the subject matter of the NXL Released Claims, but each NXL Releasor, upon the execution of this Agreement by the Company, shall be deemed to have fully, finally, and forever settled and released any and all NXL Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the world future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any Released Claimduty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts.
(f) The Company affirms that it has been represented by counsel in connection with the negotiation and execution of this Agreement and the waiver and release in Section 9(d).
Appears in 1 contract
Samples: Resignation and Release Agreement (New Plan Excel Realty Trust Inc)
Waiver and Release. UNDERSIGNED hereby RELEASES7.8.1. In consideration for the amounts payable to the Seller under this Agreement, WAIVES, AND FOREVER DISCHARGES and other good and valuable consideration, the PRCA receipt and WPRA (sufficiency of which is hereby acknowledged, effective as of and its parentssubject to the Closing, affiliates the Seller hereby irrevocably and subsidiaries) or any subdivision thereofunconditionally waives, any promoterreleases, participantacquits, rodeo associationindemnifies, rodeo grounds operatorholds harmless and forever discharges the Purchaser, arena owner, officials, sponsors, advertisers (in each case associated in any way with any of the Events), owners Company 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 entitiesaffiliates, shareholders, officers, directors, managing agents, employees, independent contractors, members, employees and agents, and all other persons or entities participating or involved in the Events each of their respective heirs, executors, administrators, successors and assigns (hereinafter collectively, the “RELEASEES”"PURCHASER RELEASED ENTITIES"), of and from any and all actionsClaims (as defined below) that the Seller, or his heirs, executors, administrators, successors or assigns ever had, now has, or may have against any of the Purchaser Released Entities, provided, however, that if the Purchaser shall be in breach of this Agreement in any material respect, the Seller shall be entitled to rescind the foregoing release.
7.8.2. In consideration for Seller's representations, warranties and undertaking hereunder, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of and subject to the Closing, the Purchaser, solely in its capacity as shareholder, hereby irrevocably and unconditionally waives, releases, acquits, indemnifies, holds harmless and forever discharges the Seller and his respective affiliates, and each of their respective heirs, executors, administrators, successors and assigns (collectively, the "SELLER RELEASED ENTITIES"), of and from any and all Claims that the Purchaser, or its heirs, executors, administrators, successors or assigns ever had, now has, or may have against any of the Seller Released Entities, provided, however, that if the Seller shall be in breach of this Agreement in any material respect, the Purchaser shall be entitled to rescind the foregoing release.
7.8.3. For purposes of this Section 7.8, "CLAIMS" shall mean any and all actions or causes of action, suits, claims, suitsliabilities, losses, obligations, agreements, promises, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenantsdiminutions in value, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuitscosts and expenses, judgments, orders rights and demands whatsoever, in law, at equity or otherwise, of whatever kind or naturedemands, whether fixed or contingent, known or unknown, suspected in law or unsuspectedin equity, 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 in each case arising out of or related in connection with (i) any engagement of Seller and/or its affiliates (as the case may be) with the Company and/or its affiliates, whether as an employee, consultant and/or director (in the case of Seller Released Entities, other than claims under directors and officers insurance policy, indemnification under agreements existing prior to the Closing or under the Company's Articles of Association), or (ii) any of other matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing at or prior to the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”)Closing. The UNDERSIGNED covenants that the UNDERSIGNED "Claims" shall not directly include actions or indirectlycauses of action, bringsuits, commenceclaims, instituteliabilities, maintainlosses, prosecuteobligations, aid or fund agreements, promises, debts, damages, diminutions in any way any action of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimvalue, costs and expenses, judgments, rights and demands under this Agreement.
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 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 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: 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. 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 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
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 Third 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 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
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
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
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
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 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 .
Appears in 1 contract
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, undertakingsand liabilities whatsoever, promiseswhether known or unknown, liabilities, obligations, lawsuits, judgments, orders and demands whatsoeverforeseen or unforeseen, in law, at equity equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of whatever kind any securities law (federal, state or natureforeign), 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 do not encompass any claims or causes of action (i) of any Holder that did not participate in the Exchange Offers or (ii) relating to any Subject Notes that the applicable Holder did not exchange in connection with the Exchange Offers. From and after the Issue Date, each Holder of the Securities that participated in the Exchange Offers covenants and agrees not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against any Company Released Party or any other Holder relating to or arising out of 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.
(b) EXCEPT AS OTHERWISE PROVIDED HEREIN, BY ACCEPTING A SECURITY EACH HOLDER THAT PARTICIPATED IN THE EXCHANGE OFFERS EXPRESSLY AGREES THAT THE RELEASED CLAIMS SHALL INCLUDE, WITHOUT LIMITATION, SUCH RELEASED CLAIMS ARISING PRIOR TO THE ISSUE DATE AS A DIRECT OR INDIRECT RESULT OF THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY COMPANY RELEASED PARTY OR OTHER RELEASED PARTY. EACH PARTY AGREES THAT THE COMPANY RELEASED PARTIES AND OTHER RELEASED PARTIES ARE EXPRESSLY INTENDED AS THIRD-PARTY BENEFICIARIES OF THIS PROVISIONS UNDER THIS SECTION 14.01.
(c) Each Holder that participated in the Exchange Offers and each of the Issuer and the Guarantors acknowledges that it is aware that it or its attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Subject Notes that such Holder exchanged in the Exchange Offers, but further acknowledges that it is the intention of each of the Issuer and the Guarantors and each Holder that participated in the Exchange Offers to fully, finally, and forever settle and release all claims among them in respect of the Subject Notes that such Holder exchanged in the Exchange Offers, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, existing or arising on or prior to the Issue Date. Holders who did not tender their Subject Notes for exchange will continue to have the rights they possess under applicable law or contract or otherwise, direct or indirect and whether or not concealed or hidden arising out ofif any, 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 prosecute their claims against any of Company Released Party or Other Released Party.
(d) Notwithstanding the RELEASEES anywhere in foregoing paragraphs, nothing herein is intended to, and shall not, (i) release any party’s rights and obligations under this Indenture or the world Securities or (ii) bar any Released Claimparty from seeking to enforce or effectuate this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
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 1 contract
Waiver and Release. UNDERSIGNED hereby RELEASESIn exchange for the consideration (the “Benefits”) offered under the Transition Consulting Agreement between Northfield Bancorp, WAIVESInc. (“Bancorp”), AND FOREVER DISCHARGES Northfield Bank (the “Bank,” and collectively with the Bancorp, “Northfield”) and me executed on the 6th of October, 2017 (the “Agreement”), which was offered to me in exchange for my agreement, among other things, to waive all of my claims against and release Bancorp, the PRCA Bank and WPRA their predecessors, successors and assigns (and its parentscollectively referred to as “Northfield”), all of the affiliates (including parents and subsidiaries) or any subdivision thereofof Northfield (collectively referred to as the “Affiliates”) and Northfield’s and Affiliates’ directors and officers, any promoteremployees, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers agents and the employee benefit plans and programs (in each case associated in any way with any of the Events“Employee Benefit Plans”), owners administrators and lessees fiduciaries 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), Northfield and each of their respective parentsthe entities affiliated with Northfield, 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, with Northfield and Affiliates, referred to herein as the “RELEASEESCorporate Group”), ) from any and all claims, demands, actions, causes liabilities and damages arising out of actionor relating in any way to my employment with or separation from Northfield or the Affiliates; provided, however, that this Waiver and Release shall not apply to (1) any existing right I have to indemnification, contribution and a defense, (2) any directors and officers and general liability insurance coverage, (3) any rights I may have as a shareholder of Bancorp, (4) any rights under any equity plans of Bancorp, (5) any rights to payments under any Employee Benefit Plans, (6) rights under the Agreement and (7) any rights which cannot be waived or released as a matter of law. In exchange for the Benefits, I, among other things, (1) agree not to xxx in any local, state and/or federal forum regarding or relating in any way to my employment with or separation from Northfield or the Affiliates and (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and all claims, suitsdemands, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesactions, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or naturedamages, 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 in any way to my employment with or separation from Northfield or the Affiliates. This Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy Reorganization Act, as amended, 42 U.S.C. §§ 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Xxxxxxxx-Xxxxx Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; The New York Human Rights Law; The New York Executive Law; The New York Labor Law; The New York Civil Rights Law; The New York City Human Rights Law; The New York City Charter and Administrative Code; New Jersey Law Against Discrimination; the New Jersey Civil Rights Act; the New Jersey Family Leave Act; the New Jersey State Wage and Hour Law; the Millville Dallas Airmotive Plant Job Loss Notification Act; the New Jersey Conscientious Employee Protection Act; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health Law; the New Jersey Smokers’ Rights Law; the New Jersey Genetic Privacy Act; the New Jersey Fair Credit Reporting Act; the New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing A Workers’ Compensation Claim; the New Jersey Public Employees' Occupational Safety and Health Act; the New Jersey laws regarding Political Activities of Employees, Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination; any INJURY TO OR RESULTING IN DEATH (other New Jersey statute, law, rule, or regulation relating to labor and employment, including but not limited to, any claim for unpaid wages and/or penalties; claims in connection with workers’ compensation statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in the Agreement has been made to INJURY TO OR RESULTING IN DEATH FROM COVID-19) me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the UNDERSIGNED arising out of or related to Northfield, any of the UNDERSIGNED’s Activities (hereinafterAffiliates or any other member of the Corporate Group or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is entered into with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the “RELEASED CLAIMS”)effect of misleading, misinforming or failing to inform me. The UNDERSIGNED covenants I understand and agree that I would not receive the UNDERSIGNED shall not directly Benefits specified above, except for my signing and non-revocation of this Waiver and Release. Notwithstanding the foregoing, nothing contained in this Waiver and Release is intended to prohibit or indirectly, bring, commence, institute, maintain, prosecute, aid or fund restrict me in any way from (1) bringing a lawsuit against Northfield to enforce Northfield’s obligations under the Agreement; (2) making any action disclosure of information required by law; (3) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal, state or local regulatory or law enforcement agency or legislative body, any self-regulatory organization, or Northfield’s legal, compliance or human resources officers; (4) testifying or participating in or otherwise assisting in a proceeding relating to an alleged violation of any kind federal, state or otherwise assert against municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; or (5) filing any claims that are not permitted to be waived or released under applicable law (although my ability to recover damages or other relief is still waived and released to the extent permitted by law). In addition, nothing in this Agreement prohibits or prevents Alexander from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency, including the EEOC, U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Congress or any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation, nor is Alexander required under this Agreement to disclose to the Employer any such reports or disclosure. However, to the maximum extent permitted by law, I agree that if such an administrative claim is made, I shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement shall not affect Alexander’s vested benefits under any tax-qualified plan, nonqualified plan or rights, if any, to health care continuation benefits under COBRA. Should any of the RELEASEES anywhere provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the world enforceability of other provisions of this Waiver and Release. If the general release language is found to be illegal or unenforceable, I agree to execute a binding replacement release. I acknowledge that this Waiver and Release and the Agreement set forth the entire understanding and agreement between me and Northfield or any Released Claimother member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and Northfield or any other member of the Corporate Group. I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Waiver and Release. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of Northfield or any other member of the Corporate Group which occur after the date of the execution of this Waiver and Release. /s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxx, Xx.
Appears in 1 contract
Samples: Transition Consulting Agreement (Northfield Bancorp, Inc.)
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
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
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, 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: Debenture Agreement (Microfluidics International Corp)
Waiver and Release. UNDERSIGNED hereby RELEASESTHE DISTRICT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE FACILITIES FOR TENANT’S PURPOSES. IN NO EVENT SHALL THE DISTRICT, WAIVESITS SUCCESSORS, AND FOREVER DISCHARGES ASSIGNS, the PRCA AND/OR LEGAL SUBSTITUTES BE LIABLE FOR ANY REGULAR, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION ARISING OUT OF OR IN CONNECTION WITH TENANT’S USE OF THE FACILITIES. Tenant, for itself, its successors, assigns, and WPRA (legal substitutes, and its parents, affiliates and subsidiaries) or on behalf of 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 other attendee of the EventsEvent, whether invited or uninvited (collectively the “Releasors”), owners does hereby waive, discharge, acquit and lessees of forever release the premises used to conduct the Event(s)District, 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, its officers, directors, managing agents, employees, independent contractors, membersservants, agents, consultants, licensees, invitees, authorized volunteers, successors, assigns, and all other persons or entities participating or involved in the Events legal substitutes (hereinafter collectively, the “RELEASEES”Releasees), from any and all actionsknown and unknown injuries, claims, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balancesdamages, losses, liabilities, costs, expensesexpenses and/or demands, damagesincluding but not limited to, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders court costs and demands whatsoever, in law, at equity or otherwiseattorneys’ fees, of whatever whatsoever kind or nature, whether known which Releasors now have or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingent, or otherwise, direct or indirect and whether or not concealed or hidden may ever have against the Releasees arising out of, on account resulting from, or alleged to arise out of or relating to any INJURY TO OR RESULTING IN DEATH (from, directly or indirectly, in whole or in part, the Releasors’ attendance at the Event or presence at or use of the Facilities during the Event, including but not limited to, injury or damages caused by negligence on the part of Releasees. The Releasors further waive and relieve the Releasees from any and all responsibility and liability related to INJURY TO OR RESULTING IN DEATH FROM COVID-19) the Tenant’s service of alcoholic beverages to, and consumption of alcoholic beverages by, all persons attending or present at the Facilities during Tenant’s Event. The Releasors acknowledge and understand that included within the scope of this waiver and release is any cause of action arising from the performance or failure, negligent or otherwise, to perform construction, operation, maintenance, inspection, supervision or control of the UNDERSIGNED arising out Facilities and and/or from the failure to warn of or related to any of dangerous conditions existing at 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 ClaimFacilities.
Appears in 1 contract
Samples: Facility Rental Agreement
Waiver and Release. UNDERSIGNED hereby RELEASES(a) The Borrower and the Guarantors acknowledge and agree that, WAIVESas of the date hereof: (i) none of the Borrower or the Guarantors has any claim or cause of action against any of the members of the Agent and the Banks, AND FOREVER DISCHARGES jointly or severally, the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereofof their respective affiliates (or any of their directors, any promoterofficers, participantemployees, rodeo associationattorneys or agents) arising out of, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated under or in any way relating to the Credit Documents, any documents, instruments, agreements (including this letter agreement), dealings or other matters connected with the Credit Documents, the transactions contemplated by the Credit Documents or any actions taken or not taken by the Agent and the Banks, jointly or severally, in connection therewith; (ii) none of the Events)Borrower or the Guarantors has any offset rights, owners counterclaims or defenses of any kind against payment and lessees performance of the premises used Obligations; and (iii) the Agent and the Banks, jointly and severally, have heretofore properly performed and satisfied in a timely manner all of their respective obligations to conduct the Event(s)Borrower and the Guarantors under the Credit Documents.
(b) In consideration of the amendments and waivers contained in this Amendment, insurersthe Borrower and the Guarantors, 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 parentssuccessors and assigns, subsidiarieshereby waive, affiliated corporations release and entitiesdischarge each member of the Agent and the Banks, shareholdersjointly and severally, and their respective affiliates (and all of their directors, officers, directors, managing agents, employees, independent contractors, members, attorneys and agents, and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from any and all actionsclaims, demands, actions or 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 action on or before the date hereof 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 under 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 relating to the Credit Documents, any action documents, instruments, agreements (including this letter agreement), dealings or other matters connected with the Credit Documents, the transactions contemplated by the Credit Documents or any actions taken or not taken by the Agent and the Banks, jointly or severally, in connection therewith, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereof. The waivers, releases, and discharges in this paragraph shall be effective regardless of any kind other event that may occur or otherwise assert against any of not occur prior to, or on or after the RELEASEES anywhere in the world any Released Claimdate hereof.
Appears in 1 contract
Samples: Revolving Loan and Letter of Credit Agreement (Municipal Mortgage & Equity LLC)
Waiver and Release. UNDERSIGNED hereby RELEASES4.4.1 Effective as of the Closing, WAIVESeach Member (other than EOP in its capacity as a member of EOC) and EOC Beneficial Owner, AND FOREVER DISCHARGES , the PRCA and WPRA (on behalf of itself 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 contractorsmanagers, membersequityholders, parents, affiliates, heirs, executors, administrators, agents, successors and all other persons or entities participating or involved in the Events assigns (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 of the Acquired Companies, and their respective present and future equityholders, directors, officers, employees, agents and other Representatives, in their capacities as such, and their respective heirs, executors, administrators, successors and assigns (the “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 the 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, unaccruedin each case which arise out of, actualare based upon or are connected with facts or events occurring or in existence on or prior to the Closing Date (the “Released Claims”). Each such Member or EOC Beneficial Owner hereby agrees that following the Closing, contingent(x) if any payment is required to be made by such Member or EOC Beneficial Owner or (y) Member or EOC Beneficial Owner has any liability pursuant to Article 12, or otherwise in respect of Losses suffered or incurred by any Person, to the extent such Member or EOC Beneficial Owner has an indemnity obligation according to Article 12, whether such obligation is related to judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise, direct such Member or indirect EOC Beneficial Owner (directly or through any Affiliate) shall have no rights against the Acquired Companies or any other Released Party, whether by reason of subrogation, contribution, indemnification, reimbursement or otherwise, in respect of any such payments or liabilities, and whether shall not take any action against the Acquired Companies, Parent, Partnership or not concealed any of their respective Subsidiaries or hidden arising out ofany other Released Party with respect thereto other than the rights under Article 12; provided, on account of or relating however, that in no event shall the foregoing release apply with respect to any INJURY TO OR RESULTING IN DEATH obligations of any Released Party set forth in this Agreement (including but not limited the indemnification obligations set forth in Article 12 and the obligations with respect to INJURY TO OR RESULTING IN DEATH FROM COVID-19) any EOP Earn-Out Payment, any EOC Earn-Out Payment, any EOP Termination Event Payment and/or any EOC Termination Event Payment, as applicable, in accordance with Section 3.4), any of the UNDERSIGNED arising out Related Agreements or any of the Other Transaction Agreements and the transactions contemplated thereby, subject to the limitations and conditions provided in this Agreement; and provided further that in no event shall the foregoing release apply with respect to any obligations, agreements or related other arrangement between any Member or EOC Beneficial Owner and any other Member or EOC Beneficial with respect to matters that do not involve Parent, Partnership or the Acquired Companies. Each Member and EOC Beneficial Owner represents and warrants that such Member or EOC Beneficial Owner has not assigned or otherwise transferred any right or interest in or to any of the UNDERSIGNED’s Activities (hereinafterReleased Claims. EACH MEMBER AND EOC BENEFICIAL OWNER FURTHER ACKNOWLEDGES THAT SUCH MEMBER OR EOC BENEFICIAL OWNER IS AWARE THAT STATUTES EXIST THAT RENDER NULL AND VOID RELEASES AND DISCHARGES OF ANY CLAIMS, the “RELEASED CLAIMS”)RIGHTS, DEMANDS, LIABILITIES, ACTIONS OR CAUSES OF ACTIONS THAT ARE UNKNOWN TO THE RELEASING OR DISCHARGING PARTY AT THE TIME OF EXECUTION OF THE RELEASE AND DISCHARGE. The UNDERSIGNED covenants that the UNDERSIGNED shall not directly or indirectlyEACH MEMBER AND EOC BENEFICIAL OWNER HEREBY EXPRESSLY AND VOLUNTARILY WAIVES, 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 ClaimSURRENDERS AND AGREES TO FOREGO ANY PROTECTION TO WHICH SUCH MEMBER OR EOC BENEFICIAL OWNER WOULD OTHERWISE BE ENTITLED BY VIRTUE OF THE EXISTENCE OF ANY SUCH STATUTE IN ANY JURISDICTION.
Appears in 1 contract
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
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 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 (a) Effective for all purposes, such Company Holder, on behalf of itself and each of its agents, trustees, beneficiaries, directors, officers, affiliates, subsidiaries, estate, successors and assigns (each, a “Releasing Party”), hereby RELEASESreleases, WAIVES, AND FOREVER DISCHARGES , acquits and forever discharges the PRCA and WPRA (Company and its parentsSubsidiaries and any and all of their respective officers, affiliates directors, agents, servants, employees, attorneys, representatives, shareholders, beneficiaries, successors, and subsidiariesassigns (collectively referred to as the “Released Parties”) from any and all Damages, and whether or not the Released Parties and/or any of them are at fault, that such Company Holder had, now has, may have at any time in the future, or claims to have or have had, from any time through and including the Closing, as a result of, concerning, arising from or with respect to the Company Capital Stock, Company Stock Options or Company Warrants, or such Company Holder’s sale thereof or such Company Holder’s employment with the Company and its Subsidiaries, as applicable; provided that the foregoing release shall not cover claims (i) pursuant to or in connection with this Agreement or any subdivision thereofother agreement entered into in connection with the transactions contemplated hereby, (ii) under any promoterobligations with respect to the indemnification or exculpation of, participantor advancement of expenses to, rodeo associationsuch Company Holder under the Charter Documents or the charter and organizational documents of any of the Company’s Subsidiaries, rodeo grounds operatorindemnification agreements, arena ownerand directors’ and officers’ liability insurance policies, officials(iii) for accrued but unpaid compensation and business-related expenses, sponsorseach as incurred in the ordinary course of business consistent with past practice, advertisers or (in each case associated in iv) arising from any way commercial relationship such Company Holder has with any of the Events), owners and lessees Released Parties.
(b) Anything to the contrary notwithstanding: (i) the foregoing release is conditioned upon the consummation of the premises used to conduct the Event(s), insurers, underwriters, consultants Merger and others who give recommendations, directions or instructions or engage in risk evaluation or loss control activities regarding the Event(s)shall become null and void, and each shall have no effect whatsoever, without any action on the part of their respective parentsany Person, subsidiariesupon termination of this Agreement in accordance with its terms; and (ii) should any provision of this release be found, affiliated corporations and entitiesheld, shareholdersdeclared, officersdetermined, directorsor deemed by any court of competent jurisdiction to be void, managing agentsillegal, employeesinvalid or unenforceable under any applicable statute or controlling law, independent contractorsthe legality, members, agentsvalidity, and all other persons or entities participating or involved in enforceability of the Events (hereinafter collectivelyremaining provisions will not be affected and the illegal, 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, contingentinvalid, or otherwise, direct or indirect and whether or unenforceable provision will be deemed 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) be a part of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities foregoing release.
(hereinafterc) Such Company Holder hereby acknowledges that in certain jurisdictions: 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, 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 ClaimWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Appears in 1 contract
Waiver and Release. UNDERSIGNED Each of the entities comprising the Borrower for itself, its successors and assigns and all those at interest therewith (collectively, the “Releasing Parties”), jointly and severally, hereby voluntarily and forever, RELEASES, WAIVES, DISCHARGES 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 ACQUITS each case associated in any way with any of the Events)Administrative Agent, owners TCB, IberiaBank and lessees of the premises used to conduct the Event(s), insurers, underwriters, consultants other Seller Parties 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 agentsshareholders, employees, independent contractors, members, agents, successors, assigns (including, without limitation, the Buyers), representatives, affiliates and insurers (sometimes referred to below collectively as the “Released Parties”) and all other persons or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), those at interest therewith of and from any and all claims, demands, actions, remedies, causes of action, claims, suits, debts, duesliabilities, sums of money, bonds, bills, balances, losses, costs, expensescontracts, damages, covenantscosts (including, agreementswithout limitation, commitmentsattorneys’ fees and all costs of court or other proceedings), undertakingsexpenses and losses of every kind or nature (INCLUDING, promisesWITHOUT LIMITATION, liabilitiesOFFSETS, obligationsREDUCTIONS, lawsuitsREBATES OR CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES) at this time known or unknown, judgmentsdirect or indirect, orders and demands whatsoeverfixed or contingent, in law, by statute, in admiralty or equity which the Releasing Parties, for themselves, their successors and assigns, and all those at equity or otherwiseinterest therewith, of whatever kind or natureever had, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentnow have, or otherwisehereafter can, direct shall or indirect and whether may have, for, upon or not concealed by reason 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 act, occurrence, transaction, or omission occurring from the beginning of time to the date of execution of this Agreement if directly or indirectly related to any of the UNDERSIGNED’s Activities (hereinafterthis Agreement, the Note or the other Loan Documents (the “RELEASED CLAIMSReleased Claims”). The UNDERSIGNED covenants It is the express intent of the Releasing Parties after consultation with an attorney selected by the Releasing Parties that the UNDERSIGNED Released Claims shall include, but shall not be limited to, any and all claims and causes of action based on (a) breach of fiduciary duty, (b) fraud, (c) deceit, (d) duress, (e) breach of contract, (f) fraud in the inducement, (g) economic duress, (h) misrepresentation, (i) negligence, (j) negligent misrepresentation, (k) wrongful foreclosure, (l) impairment of recourse, (m) impairment of collateral, (n) breach of warranty of any kind, (o) conversion, (p) breach of any duty to use due care, (q) libel, (r) slander, (s) usury, (t) interference with business or business opportunities, (u) constructive trust, (v) contribution, (w) indemnity, (x) liability for any acts or omissions of any officers, directors, employees or agents of the Released Parties, (y) failure to act in accordance with any duty of good faith and/or fair dealing, (z) self-dealing, (aa) unreasonable and/or unfair debt collection, (bb) breach of any duty of confidentiality, (cc) breach of any duties with respect to trust funds, (dd) breach of any obligations or duties with respect to credit disclosures, (ee) wrongful or negligent handling of any collateral or security existing at any time for any item of indebtedness including, without limitation, any wrongful or negligent handling of rents or proceeds of production, (ff) willful and malicious conduct of any kind, (gg) punitive and exemplary damages, (hh) unjust enrichment, (ii) mental suffering, (jj) damage to real and/or personal property, (kk) respondeat superior, (ll) any duty with respect to equal credit opportunity, (mm) any irregularity in any foreclosure sale under deed of trust and/or security agreement, (nn) imputed negligence, (oo) gross negligence, (pp) mental anguish, (qq) premises liability, (rr) products liability, (ss) liability for the payment or non-payment of any property tax, (tt) wrongful or negligent repossession, (uu) lack of commercial reasonableness in connection with any foreclosure sale in connection with any or other transaction, (vv) impairment of security, intentional torts of any kind, (ww) negligent or wrongful handling of any funds, including without limitation, trust funds, (xx) unconscionable conduct of any kind, (yy) unclean hands, or (zz) any cause of action whatsoever. The claims and causes hereby released by the Releasing Parties shall include, but shall not be limited to, any and all claims and causes of action based on or arising directly or indirectlyindirectly from the Note or any real or personal property pledged to secure the Note or any document executed in connection with the Note and shall additionally include, bringbut shall not be limited to, commence, institute, maintain, prosecute, aid any claims and causes arising directly or fund in indirectly from any way business relationship or other transaction between any action of any kind one or otherwise assert against any more of the RELEASEES anywhere in Releasing Parties and the world any Released ClaimAdministrative Agent or the Seller. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM, OR ATTRIBUTABLE TO, THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES.
Appears in 1 contract
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
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
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 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
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 RELEASESIn exchange for the consideration (the “Benefits”) offered under the Retirement and Consulting Agreement between me and Dime Community Bancshares, WAIVESInc., AND FOREVER DISCHARGES (the “Company”) executed on June 28, 2016 (the PRCA “Agreement”), which was offered to me in exchange for my agreement, among other things, to waive all of my claims against and WPRA (release Dime Community Bancshares, Inc. and its parentspredecessors, successors and assigns (collectively referred to as the “Company”), all of the affiliates (including parents 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 EventsCompany (collectively referred to as the “Affiliates”) and the Company’s and Affiliates’ directors and officers, employees, agents and the employee benefit plans and programs (“Employee Benefit Plans”), owners administrators and lessees fiduciaries 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), Employer and each of their respective parentsthe entities affiliated with Employer, 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, with the Company and Affiliates, referred to herein as the “RELEASEESCorporate Group”), ) from any and all claims, demands, actions, causes liabilities and damages arising out of actionor relating in any way to my employment with or separation from the Company or the Affiliates; provided, however, that this Waiver and Release shall not apply to (1) any existing right I have to indemnification, contribution and a defense, (2) any directors and officers and general liability insurance coverage, (3) any rights I may have as a shareholder of the Company, (4) any rights under any equity plans of the Company, (5) any rights to payments under any Employee Benefit Plans, (6) rights under the Agreement and (7) any rights which cannot be waived or released as a matter of law. In exchange for the Benefits, I, among other things, (1) agree not to xxx in any local, state and/or federal court regarding or relating in any way to my employment with or separation from the Company or the Affiliates and (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and all claims, suitsdemands, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promisesactions, liabilities, obligations, lawsuits, judgments, orders and demands whatsoever, in law, at equity or otherwise, of whatever kind or naturedamages, 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 relating in any way to my employment with or separation from the Company or the Affiliates. This Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy Reorganization Act, as amended, 42 U.S.C. §§ 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Xxxxxxxx-Xxxxx Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; The New York Human Rights Law; The New York Executive Law; The New York Labor Law; The New York Civil Rights Law; The New York City Human Rights Law; The New York City Charter and Administrative Code; claims in connection with workers’ compensation or “whistle blower” statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in the Agreement has been made to me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the Company, any of the UNDERSIGNEDAffiliates or any other member of the Corporate Group or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is entered into with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform me. Employee understands and agrees that Employee would not receive the Benefits specified above, except for Employee’s Activities signing and non-revocation of this Waiver and Release. Notwithstanding the foregoing, nothing contained in this Waiver and Release is intended to prohibit or restrict me in any way from (hereinafter1) bringing a lawsuit against the Company to enforce the Company’s obligations under the Agreement; (2) making any disclosure of information required by law; (3) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal, state or local regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal, compliance or human resources officers; (4) testifying or participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; or (5) filing any claims that are not permitted to be waived or released under applicable law (although my ability to recover damages or other relief is still waived and released to the extent permitted by law). Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. If the general release language is found to be illegal or unenforceable, Employee agrees to execute a binding replacement release. I acknowledge that this Waiver and Release and the Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Corporate Group. I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Waiver and Release. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the Company or any other member of the Corporate Group which occur after the date of the execution of this Waiver and Release. Executive’s Printed Name /s/ Xxxxxxx Xxxxxxx June 28, 2016 /s/ Xxxxxxx X. Xxxxxxxxx Execution Date June 28, 2016 Date I, Xxxxxxx X. Xxxxxxxxx, previously executed a Waiver and Release dated as of _______________ pursuant to my Retirement and Consulting Agreement with Dime Community Bancshares, Inc. (the “RELEASED CLAIMSCompany”) executed on ______________, 2016 (the “Agreement”). 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 terms and conditions set forth in the world any Released Claim.Waiver and Release are incorporated by reference in this Termination Certificate. I hereby acknowledge and agree to the following:
Appears in 1 contract
Samples: Retirement and Consulting Agreement (Dime Community Bancshares Inc)
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 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 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.
(b) Xxxxx, on his own behalf and on behalf of his heirs, beneficiaries, devisees, agents, attorneys, and representatives, and the predecessors, successors, and assigns of each of the foregoing (collectively, the “Xxxxx Releasing Parties”), does hereby forever, absolutely, unconditionally, and irrevocably release, discharge, and acquit the Company and each of its administrators, parents, subsidiaries, affiliates, officers, directors, managers, employees, members, agents, attorneys, and representatives, and the predecessors, successors and assigns of each of the foregoing (collectively, the “Xxxxx Released Parties”), to the fullest extent permitted by law, of and from: (i) any and all agreements, 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, sums of money, accounts, demands, suits, remedies, setoffs, recoupments, compensations, contracts, controversies, promises, and accountings of every type, kind, nature, description, or character, and irrespective of how, why, or by 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 name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, whether at law, tort, equity, or in administrative proceedings, whether at common law or pursuant to federal, state, or local statute, each as though fully set forth herein at length (collectively, “Xxxxx Claims”), which any Xxxxx Releasing Party had, now has, or absent the execution and delivery of this Agreement could have against any of the Xxxxx Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever, before the Effective Date (collectively, the “Xxxxx 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 Xxxxx Claims related thereto. Each Xxxxx Releasing Party also specifically agrees and understands that the release contained in this subsection 2(b) includes Xxxxx Claims that such Xxxxx Releasing Party presently does not know or suspect to exist, even if such Xxxxx Releasing Party would not have entered into this Agreement had the Xxxxx Releasing Party known that those Xxxxx Claims existed, including any oral, verbal, written, or text message agreements, understandings, or dealings. Each Xxxxx Releasing Party understands and agrees that the foregoing release means that such Xxxxx Releasing Party is giving up the right to xxx the Xxxxx Released Parties on any Xxxxx Released Claims.
(c) The Company Releasing Parties and the Xxxxx Releasing Parties are collectively referred to as the “Releasing Parties.” The Company Released Parties and the Xxxxx Released Parties are collectively referred to as the “Released Parties.” The Company Claims and the Xxxxx Claims are collectively referred to as the “Claims.” The Company Released Claims and the Xxxxx Released Claims are collectively referred to as the “Released Claims.”
Appears in 1 contract
Samples: Termination, Settlement, and Mutual Release Agreement (Cannasys Inc)
Waiver and Release. UNDERSIGNED In exchange for the Separation Benefits outlined above, including the Severance Payment and the Additional Service Credit, you, on behalf of yourself, your heirs, beneficiaries, executors, administrators, representatives, assigns, and agents hereby RELEASESfully release, WAIVESacquit, AND FOREVER DISCHARGES and forever discharge the Company, the PRCA its past, present, and WPRA (future predecessors, successors, parent companies, subsidiary companies, affiliated entities, related entities, operating entities, and its parentsand their past, 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)present, and each of their respective parents, subsidiaries, affiliated corporations and entities, shareholders, future officers, directors, managing agentsshareholders, members, investors, partners, employees, independent contractorsagents, membersattorneys, agentsinsurers, reinsurers, and all other persons or entities participating or involved in the Events of its and their past, present, and future compensation and employee benefits plans (hereinafter including trustees, fiduciaries, administrators, and insurers of those plans) (collectively, the “RELEASEESReleased Parties”), ) from any and all actions, causes of action, claimslawsuits, suitsproceedings, complaints, charges, debts, duescontracts, sums of moneyjudgments, bondsdamages, billsclaims, balances, lossesattorney’s fees, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and demands compensation whatsoever, in law, at equity or otherwise, of whatever kind or nature, in law, or equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, assertedthat you may now have, accrued, unaccrued, actual, contingenthave ever had, or otherwisehereafter may have relating directly or indirectly to your employment with the Company, direct the separation of your employment with the Company, the benefits or indirect attributes of your employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any of the Released Parties. Without limiting the foregoing and whether or to the fullest extent allowed by law, you agree that this release includes, but is not concealed or hidden arising out of, on account of or relating limited to any INJURY TO OR RESULTING IN DEATH and all claims arising from any violations or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for any reason under any legal theory including, but not limited to, the Age Discrimination in Employment Act; the Americans With Disabilities Act of 1990 (“ADA”); COBRA; the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (“Xxxx-Xxxxx”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“XXXX”); the Immigration Reform and Control Act (“IRCA”); the Xxxxx Xxxxxxxxx Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act; the Rehabilitation Act of 1973; the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or local laws (including, without limitation, the California Fair Employment and Housing Act and the California Labor Code) statutes, ordinances, constitutions, rules, orders or regulations, all as they may be amended. You also forever waive, release, discharge and give up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, wrongful or retaliatory discharge, discrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel, slander, intentional and negligent infliction of emotional distress, duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any federal, state or local law, regulation, constitution, ordinance or judicial decision; and any claim concerning wages, benefits, severance payments, bonus payments, payments pursuant to any agreement with the Company, stock, stock options, or stock option agreement, including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) your Employment Offer Letter, dated as of the UNDERSIGNED arising out of or related to any of the UNDERSIGNED’s Activities April 23, 2015 (hereinafter, the “RELEASED CLAIMSEmployment Offer Letter”). The UNDERSIGNED covenants that the UNDERSIGNED shall not directly You also agree to waive any right you have to pursue any claim or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in grievance through any way any action of any kind or otherwise assert against any internal channel of the RELEASEES anywhere in Company and/or its affiliates. You understand and agree that your waivers include both claims that you know about and those you may not know about which have arisen on or before the world any Released Claimdate on which you sign this Agreement.
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
Waiver and Release. UNDERSIGNED hereby RELEASES7.8.1. In consideration for the amounts payable to the Seller under this Agreement, WAIVES, AND FOREVER DISCHARGES and other good and valuable consideration, the PRCA receipt and WPRA (sufficiency of which is hereby acknowledged, effective as of and its parentssubject to the Closing, affiliates the Seller hereby irrevocably and subsidiaries) or any subdivision thereofunconditionally waives, any promoterreleases, participantacquits, rodeo associationindemnifies, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in holds harmless and forever discharges each case associated in any way with any of the Events)Purchasers, owners the Company 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 entitiesaffiliates, shareholders, officers, directors, managing agents, employees, independent contractors, members, employees and agents, and all other persons or entities participating or involved in the Events each of their respective heirs, executors, administrators, successors and assigns (hereinafter collectively, the “RELEASEES”"PURCHASERS RELEASED ENTITIES"), of and from any and all actionsClaims (as defined below) that the Seller, or his heirs, executors, administrators, successors or assigns ever had, now has, or may have against any of the Purchasers Released Entities, provided, however, that if the Purchasers shall be in breach of this Agreement in any material respect, the Seller shall be entitled to rescind the foregoing release.
7.8.2. In consideration for Seller's representations, warranties and undertaking hereunder, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of and subject to the Closing, each of the Purchasers, severally and not jointly, and solely in their capacity as shareholders, hereby irrevocably and unconditionally waives, releases, acquits, indemnifies, holds harmless and forever discharges the Seller and his respective affiliates, and each of their respective heirs, executors, administrators, successors and assigns (collectively, the "SELLER RELEASED ENTITIES"), of and from any and all Claims that the Purchasers, or their heirs, executors, administrators, successors or assigns ever had, now has, or may have against any of the Seller Released Entities, provided, however, that if the Seller shall be in breach of this Agreement in any material respect, the Purchasers shall be entitled to rescind the foregoing release.
7.8.3. For purposes of this Section 7.8, "CLAIMS" shall mean any and all actions or causes of action, suits, claims, suitsliabilities, losses, obligations, agreements, promises, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenantsdiminutions in value, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuitscosts and expenses, judgments, orders rights and demands whatsoever, in law, at equity or otherwise, of whatever kind or naturedemands, whether fixed or contingent, known or unknown, suspected in law or unsuspectedin equity, 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 in each case arising out of or related in connection with (i) any engagement of Seller and/or its affiliates (as the case may be) with the Company and/or its affiliates, whether as an employee, consultant and/or director (in the case of Seller Released Entities, other than claims under directors and officers insurance policy, indemnification under agreements existing prior to the Closing or under the Company's Articles of Association), or (ii) any other matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing at or prior to the Closing. "Claims" shall not include actions or causes of the UNDERSIGNED’s Activities (hereinafteraction, suits, claims, liabilities, losses, obligations, agreements, promises, debts, damages, diminutions in value, costs and expenses, judgments, rights and demands under this Agreement, the “RELEASED CLAIMS”). The UNDERSIGNED covenants that Separation Agreement (to the UNDERSIGNED shall not directly extent provided therein) or indirectly, bring, commence, institute, maintain, prosecute, aid or fund in any way any action of any kind or otherwise assert against any of other Series Agreement to which the RELEASEES anywhere in the world any Released ClaimSeller is party to.
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 hereby RELEASESRELEASE, WAIVESWAIVE, DISCHARGE AND FOREVER DISCHARGES COVENANT NOT TO SUE THE BORAS FAMILY FOUNDATION, INC., THE BORAS CORPORATION, XXXXX XXXXX, the PRCA and WPRA (and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena ownerfranchiser, organizer, and sponsor of the EVENTS, officials, sponsorsrescue personnel, advertisers (in each case associated in any way with any of the Events)facility and location owners, owners and lessees of the premises used to conduct the Event(s)lessors, lessees, inspectors, surveyors, insurers, underwriters, consultants and others who give recommendations, directions directions, or instructions or engage in risk evaluation or loss control activities regarding the Event(s)facility and location, and each of their respective parentsaffiliated owners, subsidiaries, affiliated corporations and entities, shareholders, officers, directors, managing agents, employees, independent contractors, members, agents, attorneys, investors, assigns, and all other persons or entities participating or involved in the Events EVENTS (hereinafter collectively, the collectively “RELEASEES”), from FROM ALL LIABILITY to the UNDERSIGNED or the UNDERSIGNED’s minor child for 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 loss or damage and any claim or 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 THE PERSON OR PROPERTY OR RESULTING IN DEATH (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) of the UNDERSIGNED UNDERSIGNED’s minor child arising out of or related to any of the UNDERSIGNED’s Activities minor child’s participation in any way in the EVENTS and/or the UNDERSIGNED’s minor child’s presence in or upon the premises, locations and facilities where the EVENTS are or will be taking place, even if caused by the ordinary NEGLIGENCE of the RELEASEES (hereinafter, the hereinafter “RELEASED CLAIMSLIABILITY”). The UNDERSIGNED covenants that LIABILITY encompasses, but is not limited to, active or passive conduct, premises liability, ordinary NEGLIGENT RESCUE EFFORTS, and ordinary NEGLIGENT enforcement of (or the UNDERSIGNED shall not directly failure to enact or indirectlyenforce) rules, bringregulations and guidelines. It also encompasses, commencewithout limitation, instituteLIABILITY concerning ordinary NEGLIGENT selection, maintainuse, prosecuteoperation, aid or fund in any way any action design and/or maintenance of any kind equipment, facility, location, or otherwise assert against any of service related to the RELEASEES anywhere in the world any Released ClaimEVENTS.
Appears in 1 contract
Samples: Minor Waiver and Release Agreement
Waiver and Release. UNDERSIGNED hereby RELEASESIn consideration for the authorization to participate in the Event and all related activities at the Event, WAIVESincluding, AND FOREVER DISCHARGES but not limited to, any activities incidental to such participation and attendance (collectively “Activities”), the PRCA undersigned participant and/or parent/legal guardian if a signatory on behalf of a minor (collectively “Participant”) hereby waive, release, and WPRA (hold harmless the Township and its parents, affiliates and subsidiaries) or any subdivision thereof, any promoter, participant, rodeo association, rodeo grounds operator, arena owner, elected 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, shareholdersrepresentatives, officers, directorsemployees, managing agents, employeesvolunteers, independent contractors, members, agents, and any other working on behalf of the Township (collectively “Township”) and all other persons Event sponsors and their successors and assigns (collectively “Sponsors”) to the fullest extent under the law for any injuries, illnesses, damages, and/or claims that may directly or entities participating or involved indirectly arise from the Participant’s participation in and/or attendance at the Events (hereinafter collectivelyEvent, the “RELEASEES”)Participant’s actions and/or omissions, from the acts and/or omissions of other participants in and persons at the Event, and/or the acts and/or omissions of the Township and/or Sponsors relating to and/or arising out of the Event. The Participant waives and releases to the fullest extent under the law any and all actions, causes of action, present and future claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damages, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders known 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 seen and whether or not concealed or hidden arising out of, on account of or unforeseen against the Township and the Sponsors 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 and/or arising out of the Event and hold the Township and the Sponsors harmless from and release and agree not to sue the Township and the Sponsors for any such claims that may be made by the Participant for property damage, personal injury, and/or wrongful death relating to and/or arising out of participation in and/or attendance at the Event wherever, whenever, or related to any of however the UNDERSIGNED’s Activities (hereinafter, the “RELEASED CLAIMS”)same may occur. The UNDERSIGNED covenants Participant’s waiver and release above shall apply to the Participant and the Participant’s family, estate, heirs, trustees, executors, administrators, successors, and assigns and the aforesaid provisions shall be construed in a manner that offers 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 greatest legal protection to the RELEASEES anywhere in the world any Released ClaimTownship and Sponsors.
Appears in 1 contract
Samples: Participant Waiver and Release Form
Waiver and Release. UNDERSIGNED (a) Partner hereby RELEASES, WAIVES, AND FOREVER DISCHARGES irrevocably waives any right to contest the terms of each of this Agreement, the PRCA Purchase Agreement, the Restructuring Merger Agreement and WPRA (the transactions contemplated hereby and its parentsthereby, affiliates whether on the grounds of unequal or disparate treatment, inconsistency or conflict with the terms and subsidiaries) provisions of the Company Partnership Agreement, the Agreement of Limited Partnership of 575M Co., unfairness or for any subdivision thereof, other reason; provided that the foregoing shall not limit Partner's right to enforce the terms of any promoter, participant, rodeo association, rodeo grounds operator, arena owner, officials, sponsors, advertisers (in each case associated in such document or contest any way with breach by Acquiror of any of the Events)terms of any such document.
(b) Partner hereby irrevocably releases Acquiror, owners the Acquired Companies and lessees each and every affiliate, shareholder, subsidiary, partner, officer, member, director and employee 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)Acquiror, and each of such Acquired Companies and 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 affiliates in the Events their capacities as such (hereinafter collectively, the “RELEASEES”), "Releasees") from any and all actions, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, lossesliabilities, costs, expenses, damagesactions, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders and suits or demands whatsoever, in law, at equity or otherwise, of whatever kind or naturehowever arising, whether at law or in equity, contingent, known or unknown, suspected (collectively "Claims") which Partner or unsuspectedhis or her heirs, assertedsuccessors or assigns may have or assert, accrued, unaccrued, actual, contingent, in respect of any interest in the Company (or otherwise, direct the Company's predecessor) and its affiliates 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 Partnership Interest, New Partnership Interest, or related to Partner, partnership or employment relationship with the Company (or the Company's predecessor) or any of the UNDERSIGNED’s Activities Acquired Companies or their affiliates (hereinafterincluding claims for breach of any contract relating to employment, partnership status or compensation, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance which Partner or Partner's heirs, successors or assigns may have or have had; provided that this release shall not extend to (i) agreements entered into hereunder or in connection with the “RELEASED CLAIMS”)transactions contemplated by the Purchase Agreement and (ii) any conduct that resulted from a Releasee's bad faith, fraud or criminal act or omission. The UNDERSIGNED covenants Partner confirms that Partner has been given a reasonable period within which to consider this release and its consequences and that Partner has been advised prior to executing this Agreement to consult with any attorney or any personal or financial advisor Partner chooses.
(c) Partner hereby acknowledges and agrees that the UNDERSIGNED Acquired Companies and their respective affiliates, shareholders, subsidiaries, partners, officers, members, directors and employees are relying upon the release being given by Partner under Section 19(b) hereof and hereby agrees that such release shall be deemed to be given directly to each of them.
(d) Partner hereby represents that he has not directly filed any action, complaint, grievance or indirectlyarbitration against the Acquired Companies, bringand covenants and agrees not to file any action, commencecomplaint, institute, maintain, prosecute, aid grievance or fund arbitration against the Acquired Companies in any way any action court of law or equity with respect to events occurring prior to the date of this Agreement.
(e) In furtherance of and without limiting the foregoing, Partner acknowledges and agrees that all of his rights under Section 1542 of the Civil Code of California are hereby expressly waived. Said Section 1542 reads as follows: "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." Notwithstanding the provisions of such Section 1542, and for the purpose of implementing a full and complete release and discharge of all Claims, Partner expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which Partner does not know or suspect to exist in his favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimsuch Claims.
Appears in 1 contract
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 Release of Liability
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
Waiver and Release. UNDERSIGNED Employee is owed the amount of $46,875 (the “Outstanding Amount”). Employee, in consideration of the mutual agreements set forth herein, hereby RELEASESfully, WAIVESfinally and forever waives, AND FOREVER DISCHARGES releases and discharges the Company, its successors and assigns, and the PRCA respective directors, officers, shareholders, affiliates, employees, agents and WPRA representatives of each of the foregoing from any and all claims, demands, damages, costs, expenses, losses, liabilities, or actions or causes of actions of every kind and character whatsoever, whether now known or anticipated, fixed or contingent, or unknown or unanticipated which he ever had, now has, might have or might claim from the beginning of the world to the day of the date of this Agreement, including but not limited to, all claims in connection with the Outstanding Amount. Except for the specific covenants elsewhere in this Agreement, and to the extent consistent with law, Employee, for Employee, Employee’s spouse, children, heirs, executors, administrators, successors and assigns (hereinafter “Releasors”), to the extent consistent with law, hereby fully and forever releases, acquits, discharges and promises not to xxx the Company and its parentspast, present and future parent and/or subsidiary entities, divisions, affiliates and subsidiaries) any past, present or any subdivision thereoffuture partners, any promoterowners, participantjoint venturers, rodeo associationstockholders, rodeo grounds operatorpredecessors, 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, shareholderssuccessors, officers, directors, managing agentsadministrators, employees, independent contractors, members, agents, representatives, attorneys, heirs, executors, assigns, retirement plans and/or their trustees and all any other persons person, firm or entities participating corporation with whom any of them is now or involved in the Events may hereafter be affiliated (hereinafter collectively, the “RELEASEESReleasees”), from over any and all actionsclaims, demands, obligations, losses, causes of action, claims, suits, debts, dues, sums of money, bonds, bills, balances, losses, costs, expenses, damagesattorney’s fees, covenants, agreements, commitments, undertakings, promises, liabilities, obligations, lawsuits, judgments, orders liabilities and demands indemnities of any nature whatsoever, in law, at equity whether negligent or otherwise, of whatever kind or natureintentional, whether now known or unknown, suspected discovered now or unsuspectedin the future, assertedwhether based on race, accruedage, unaccrueddisability, actualnational origin, contingentgender, or otherwisesexual orientation, direct or indirect marital status, veteran status, protected activity, compensation and benefits from employment, including the Outstanding Amount, the Stock Options, stock, stock options, stock option agreements and retirement plans, whether or not concealed or hidden arising out of, based on account of or relating to any INJURY TO OR RESULTING IN DEATH contract (including but not limited to INJURY TO OR RESULTING IN DEATH FROM COVID-19) the Employment Agreement), tort, defamation, statute or other legal or equitable theory of recovery, whether mature or to mature in the future, which from the beginning of time of the UNDERSIGNED world to the Execution Date Employee had, now has or claims to have against the Company or any other person or entity described above. Without limiting the foregoing, this Agreement applies to any and all matters that have been or which could have been asserted in a lawsuit or in any state or federal court, up to the Execution Date, specifically including, but not by way of limitation, claims under the Equal Pay Act, the National Labor Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Post-Civil War Reconstruction Acts, as amended (42 U.S.C. §§ 1981-1988), the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim, any other statutory claim, any claim of wrongful discharge, any claim in tort or contract, any claim seeking declaratory, injunctive, or equitable relief, or any other claim of any type whatsoever 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 common law of any kind or otherwise assert against any of the RELEASEES anywhere in the world any Released Claimstate.
Appears in 1 contract
Samples: Resignation and Release Agreement (GRANDPARENTS.COM, Inc.)
Waiver and Release. UNDERSIGNED hereby RELEASES(a) The Company, WAIVESon behalf of itself, 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), Affiliates and each of their respective parentsheirs, subsidiariesadministrators, affiliated corporations and entities, shareholdersexecutors, officers, directors, managing agentsemployees, stockholders, partners, managers, members, agents and representatives, and the successors and assigns of each (individually, a "Releasor", collectively, the "Releasors"), FULLY AND FINALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX, the Seller and its respective Affiliates (and, to the extent they would be liable in respect of their position with the foregoing, each of the present and former officers, directors, stockholders, members, partners, managers, representatives, employees, independent contractors, members, agents, Affiliates, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, personal representatives and all other persons attorneys of the foregoing) (the "Released Parties") from or entities participating or involved in the Events (hereinafter collectively, the “RELEASEES”), from 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 ("Released Matters"), which Releasors presently have, have ever had or otherwise, of whatever kind may hereafter have against the Released Parties arising contemporaneously with or nature, whether known or unknown, suspected or unsuspected, asserted, accrued, unaccrued, actual, contingentprior to the Effective Date, 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 Effective Date (including the entry into this Agreement); provided, however, that nothing contained herein operates to release any obligations of Seller or any of its Affiliates or any other Released Party arising under this Agreement. In compliance with any Law which requires a specific release of unknown claims or benefits, the Company 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. Each Party understands and agrees that if, hereafter, it discovers facts different from or in addition to those that it now knows or believe to be true, that the waivers and releases granted hereby will be and remain effective in all respects notwithstanding such different or additional facts or the discovery of such facts except in the case of claims of fraud.
(b) The Company further agrees not to institute any Action, and will not cooperate or assist in any such Action, against the Released Parties, or any of them, pursuing any Released Matter released pursuant to Section 4.3(a).
(c) The Company represents that it has not assigned any Released Matter or potential Released Matter against the Released Parties to any other Person.
(d) It is understood and agreed that Seller (on behalf of itself and the UNDERSIGNED’s Activities (hereinafter, other Released Parties) does not admit any Liability regarding 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 Claimmatters released hereby.
Appears in 1 contract
Waiver and Release. UNDERSIGNED (a) The Assignor hereby RELEASES, WAIVES, AND FOREVER DISCHARGES , acknowledges and agrees that the PRCA and WPRA (Assignee 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 entitiesdivisions, affiliates, shareholders, officers, directors, managing agents, employees, independent contractorssuccessors and assigns (the “Assignee Releases” and individually, membersan “Assignee Release”) and the Seller and its parents, subsidiaries, divisions, affiliates, shareholders, officers, directors, agents, employees, successors and all other persons assigns (the “Seller Releases” and individually, a “Seller Release”) shall have no fiduciary relationship with, or entities participating or involved in the Events (hereinafter collectivelyfiduciary duty to, the “RELEASEES”)Assignor or any of its affiliates, agents or representatives in connection with any action or inaction undertaken by any Assignee Release or Seller Release under the Assumed Contracts, and waives, releases, forever discharges and holds harmless the Assignee Releases and Seller Releases from any and all actionsrights, 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 claims or demands whatsoever(“Claims”) directly or indirectly arising out of, in lawconnection with, at equity or otherwiserelated to the Assignee’s and/or the Seller’s, as applicable, performance of whatever kind or natureits duties under the Assumed Contracts, whether express or implied, known or unknown, suspected which the Assignor or unsuspectedany of its respective affiliates, assertedagents or representatives may have against the Assignee Releases and the Seller Releases, accruedarising from actions before the Effective Date; except to the extent that any losses arising from any such Claim are finally adjudicated to have resulted directly from any Assignee Release’s fraud, unaccrueddeceit, actual, contingentgross negligence or willful misconduct in connection with the Assumed Contracts.
(b) FLY hereby consents to the termination of the Delivery Side Letter and Purchase Commitment Letter as of the Effective Date and hereby acknowledges and agrees that the Assignee Releases shall have no fiduciary relationship with, or otherwisefiduciary duty to, direct FLY or indirect any of its respective affiliates, agents or representatives in connection with any action or inaction undertaken by any Assignee Releases under the Delivery Side Letter and whether the Purchase Commitment Letter, and waives, releases, forever discharges and holds harmless the Assignee Releases from any and all Claims directly or not concealed or hidden indirectly 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 in connection with, or related to the Assignee Releases’ performance of their duties under the Delivery Side Letter and the Purchase Commitment Letter, whether express or implied, known or unknown, which FLY or any of its respective affiliates, agents or representatives may have against the UNDERSIGNEDAssignee Releases, whether arising from actions before or after the Effective Date; except to the extent that any losses arising from such Claim are finally adjudicated to have resulted directly from any Assignee Release’s Activities fraud, deceit, gross negligence or willful misconduct in connection with the Assumed Contracts.
(hereinafterc) The Assignee hereby acknowledges and agrees that the Assignor, FLY and their respective parents, subsidiaries, divisions, affiliates, shareholders, officers, directors, agents, employees, successors and assigns (collectively, the “RELEASED CLAIMSAssignor Releases” and individually, an “Assignor Release”). The UNDERSIGNED covenants that ) shall have no fiduciary relationship with, or fiduciary duty to, the UNDERSIGNED shall not Assignor or any of its respective affiliates, agents or representatives in connection with any action or inaction undertaken by the Assignor Releases under the Assumed Contracts, and waives, releases, forever discharges and holds harmless the Assignor Releases from any and all any and all Claims directly or indirectlyindirectly arising out of, bringin connection with, commenceor related to the Assumed Contracts, institutewhether express or implied, maintainknown or unknown, prosecute, aid which the Assignee or fund in any way any action of any kind or otherwise assert against any of its respective affiliates, agents or representatives may have against the RELEASEES anywhere Assignor Releases, arising on or after the Effective Date; except to the extent that any losses arising from such Claim are finally adjudicated to have resulted directly from any Assignor Releases’ fraud, deceit, gross negligence or willful misconduct in connection with the world any Released ClaimAssumed Contracts or Assignor Releases’ breach of this Assignment.
Appears in 1 contract
Samples: Assignment and Assumption of Contracts (Fly Leasing LTD)