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. 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 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. 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. (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).
Waiver and Releases a. In consideration of the covenants under this Agreement, including, but not limited to, paragraph 2, the Executive hereby waives, releases and forever discharges the Company from any and all claims he has or may have against the Company thereof arising out of or relating to The PEC SRB, Part A and Part B, provided that any amount paid to the Executive equivalent to the Present Value Amount of the benefits accrued by Executive under the PEC SRB Part A and Part B as calculated pursuant to paragraph 2 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.
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 or any Affiliate thereof 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.
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, and your heirs, successors, executors and administrators, intending to be legally bound, permanently and irrevocable agree that your employment will terminate on the Termination Date and to unconditionally release and discharge the Company and any individual or organization related to the Company against whom or which you, your heirs, successors, executors or administrators could assert a claim or whom may be held jointly and severally liable with the Company, including 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, suits, debts, demands, lawsuits or other charges whatsoever, known or unknown, directly and indirectly up until the date of this Agreement including, without limitation, any claims under any employee benefit plans of the Company or its affiliates, based upon your employment and the termination of such employment, including all claims in law, equity, contract, tort, 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 National Labor Relations Act, the Equal Pay Act, the Worker Adjustment Retraining and Notification Act, the Pennsylvania Human Relations 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. You agree that should any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any civil action, suit or leg...
Waiver and Releases a. In consideration of the covenants under this Agreement, including, but not limited to, paragraph 3 and the covenants under the Confidentiality and Employment Agreement, except with respect to Executive's rights under the Illinois Workers' Compensation Act, the Executive hereby waives, releases and forever discharges PEC (including its current and former Affiliated companies, and their current and former officers, directors, employees and agents) from all claims which he may have against PEC (including its current and former Affiliated companies, and their current and former officers, directors, employees and agents of the Company and the Company's benefit plans and fiduciaries thereof) arising out of or related to his employment with the Company or termination of such employment, including, but not limited to claims under the Americans With Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Illinois Human Rights Act, the Employee Retirement Income Security Act, or any other federal, state or local statute, regulation, ordinance, or doctrine of common law.
