Waiver and Releases. In consideration of the covenants under this Agreement, including, but not limited to, paragraphs 3 and 5, and as a condition precedent to receiving any payments under this Agreement, the Executive agrees to execute after the date of his termination as described in paragraph 3.a., a release and Confidentiality Agreement substantially in the form of Exhibit A and Exhibit B, respectively, attached hereto and by this reference made a part hereof.
Waiver and Releases a. In consideration of the covenants under this Agreement, including, but not limited to, paragraphs 3 and 5, the Executive hereby waives, releases and forever discharges the Company from any and all claims he has or may have against the Company arising out of or relating to the following: (a) The PEC TAP, upon receipt by the Executive of all amounts due or owing to the Executive under this Agreement; and (b) The PEC SRB, Part A and Part B, provided that the amount paid to the Executive pursuant to the second and third sentences of paragraph 3.
a. exceeds the amount of the Executive's accrued benefits under the PEC SRB, Part A and Part B as of the date of the Executive's termination of employment as described in paragraph 3.a.
b. In consideration of the covenants under this Agreement, including, but not limited to, paragraphs 3 and 5, and as a condition precedent to receiving any payments under this Agreement, the Executive agrees to execute after the date of his termination as described in paragraph 3.a., a release substantially in the form of Exhibit A attached hereto and by this reference made a part hereof. 8.
Waiver and Releases. Each Shareholder hereby waives any rights to dissent from the Transaction or the Arrangement Resolution that such Shareholder may have under applicable Law. Effective as of the time at which the Transaction becomes effective (the “Effective Time”), each Shareholder on such Shareholder’s own behalf and, as applicable, on behalf of its or his heirs, successors, assigns, executors and personal representatives hereby releases and discharges the Company and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the “Company Releasees”), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter “Claims”), which such Shareholder ever had, now has, or may have against the Company Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Effective Time; provided, however, that nothing herein shall be deemed to release any Claim which a Shareholder may have against the Company (i) arising out of the Arrangement Agreement, including, without limitation the right to receive the consideration contemplated thereunder and the rights to indemnification of directors and officers as set forth therein, (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its subsidiaries, on the one hand, and their respective officers or directors, on the other hand, or (iii) in the case of Xxxxxx, under the Employment Agreement, dated September 4, 2003, between Xxxxxx and the Company, as amended, restated or otherwise modified from time to time.
Waiver and Releases. TENANT SHALL NOT HAVE THE RIGHT TO WITHHOLD OR TO OFFSET RENT OR TO TERMINATE THIS LEASE EXCEPT AS EXPRESSLY PROVIDED HEREIN. TENANT WAIVES AND RELEASES ANY AND ALL STATUTORY LIENS AND OFFSET RIGHTS.
Waiver and Releases. In consideration of the covenants under this Agreement and as a condition precedent to receiving any payments under this Agreement, Executive agrees to execute a Release of employment claims in such form as requested by the Company.
Waiver and Releases. LESSEE SHALL NOT HAVE THE RIGHT TO WITHHOLD OR TO OFFSET RENT OR TO TERMINATE THIS LEASE EXCEPT AS EXPRESSLY PROVIDED HEREIN. LESSEE WAIVES AND RELEASES ANY AND ALL STATUTORY LIENS AND OFFSET RIGHTS.
Waiver and Releases. Tenant shall not have the right to withhold or to offset rent or to terminate this Lease except as expressly provided herein. Tenant waives and releases any and all statutory liens and offset rights.
Waiver and Releases. (a) In consideration of, and subject and without prejudice to, the provisions of this Section 9.2, the Purchaser hereby releases, waives, acquits, and irrevocably discharges the Sellers, their respective Affiliates and directors and employees of each of them from any and all rights, actions, claims, debts, demands, costs, liabilities, obligations and damages, which the Purchaser may claim to have in connection to untruthfulness and/or incorrectness and/or inaccuracy and/or breach of the Sellers’ Warranties, save in case of fraud /willful intent (dolo) or gross negligence (colpa grave).
(b) In consideration of, and subject and without prejudice to, the provisions of this Section 9.2, the Purchaser undertakes to fully indemnify and hold the Sellers, their respective Affiliates and directors and employees of each of them, harmless from and against any and all claims, requests, demands, losses, requests of payment, liabilities, costs and expenses (including legal fees) and damages that the Sellers, their respective Affiliates and directors and employees of each of them, may incur into in respect of or in connection with any actions, lawsuits or claims of whatever nature brought under any cause of action or ground by the Purchaser for untruthfulness and/or incorrectness and/or inaccuracy and/or breach of the Sellers’ Warranties, save in case of fraud/willful intent (dolo) or gross negligence (colpa grave).
Waiver and Releases. 3.1 The Debtor and the Secured Parties acknowledge that under the relevant UCCs they have a right to receive an authenticated notice of the disposition of the Collateral. The Debtor hereby waives all of its present and future rights arising under the UCC, including, without limitation, the right to receive an authenticated notice of the disposition of the Collateral, except only those rights that the Debtor may not waive pursuant to Section 9-602 of the relevant UCC or other applicable law. Each Secured Party waives its right to receive an authenticated notice of the disposition of the Collateral.
3.2 In order to induce the Secured Parties to enter into this Agreement, the Debtor hereby agrees that the Debtor and its personal representatives, predecessors, successors and assigns (the "Releasors") hereby release and discharge each Secured Party and each of their respective parents, affiliates, officers, directors, agents, employees, shareholders, attorneys and all of their respective predecessors, successors and assigns (collectively, the "Released Parties") from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which each Releasor ever had, now has, claims to have or may have against any Released Party arising on or prior to the date hereof.
3.3 The Purchaser acknowledges that there are no express or implied warranties from the Secured Parties, including, but not limited to, any warranty relating to the condition of the Collateral or title, possession, quiet enjoyment, merchantability or fitness for a particular purpose or the like in the Collateral or this sale of the Collateral, or to the existence or location of the Collateral, except as specifically set forth in Article 1 of this Agreement, and that it takes title to the Collateral "as is and where is" with all faults. Further, in order to induce the Secured Parties to enter into this Agreement, the Purchaser hereby agrees that the Purchaser and its personal representatives, predecessors, successors and assigns (the "Purchaser-Related Releasors") hereby release and discharge each Released Party from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which each Purchaser-Related Releasor ever had, now has, claims to have or may have against any Released...
Waiver and Releases. In consideration of receiving from the Company the payments and benefits provided for in this Agreement, certain of which payments and benefits you may not have otherwise been entitled to receive, you agree to unconditionally release and discharge the Company and its present, past and future parent, subsidiary and affiliated companies, principals, partners, joint ventures, directors, officers, employees, stockholders, attorneys, agents, and successors and assigns from any and all claims, causes of action, demands, lawsuits or other charges whatsoever, known or unknown, directly and indirectly related to your employment or termination thereof including any claims under any employee benefit plans of the Company or its affiliates, except for (i) any right to elect continuation healthcare coverage under COBRA at your expense, or (ii) any claims for vested benefit plans, including but not limited to retirement, pension or health insurance plans. The claims or actions released herein include, but are not limited to, those based on allegations of wrongful discharge, breach of contract, promissory estoppels, defamation, infliction of emotional distress, and those alleging discrimination on the basis of race, color, sex, religion, national origin, age, disability, or any other basis, including, but not limited to, any claim or action under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, Executive Order 11246 relating to Federal affirmative action requirements, the Family Medical Leave Act, the Fair Labor Standards Act, the Labor Management Relations Act, the Equal Pay Act, the Worker Adjustment Retraining and Notification Act or any other federal, state, or local law, rule, ordinance, or regulation as presently enacted or adopted and as each may hereafter be amended. With respect to any claim that you might have under the Age Discrimination in Employment Act of 1967, as amended, you acknowledge the following: (i) your waiver of any rights or claims under the Age Discrimination in Employment Act of 1967 is in exchange for the consideration reflected in this Agreement; (ii) you are not waiving rights or claims that may arise after the date of this Agreement; and (iii) you have been advised by this written Agreement to consult with an attor...
