Xxxxx Release. Neither Seller nor Buyer shall issue any press release or other public announcement with respect to this Agreement to the press or the public without the prior written consent of the other (not to be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing or the confidentiality provision set forth in Section 32, Seller and Buyer, or any direct parent entity of Seller or Buyer, may, without the prior consent of the other party, issue a press release or other public disclosure relating to this Agreement and the transactions contemplated hereby, as the disclosing party may determine is required under the Exchange Act, the Securities Act, the rules and regulations of the Securities Exchange Commission or any Securities Exchange, or other applicable laws, rules or regulations.
Xxxxx Release. In consideration of the foregoing, the sufficiency of which is hereby acknowledged, and for other good and valuable consideration as set forth in this Agreement, Tyson on behalf of itself and each of its parents, shareholders, subsidiaries, affiliates, predecessors, successors, and assigns, or any other person who may claim an interest in the matters released hereby, and on behalf of each of their respective current and former officers, directors, managers, members, employees, agents and other representatives including their attorneys (collectively, the “Tyson Releasors”) hereby agrees to release, acquit, and forever discharge DF and Syntroleum, and anyone in privity with either of them, and their respective agents, servants, successors, heirs, assigns, employees, and all other persons, firms, corporations, subsidiaries, affiliates, associations or partnerships (“Released Entities”) of and from any and all demands, causes of action or liabilities related to or arising out of the Master License, the Site License (including, without limitation, a Process Guarantee or Performance Test), the Sales Agreement or the Service Agreements which were known, or should have been known, and could have been asserted as of May 31, 2012 in any legal or equitable proceedings or forum of any kind, including in any lawsuits of any kind, any and all formal or informal administrative or governmental proceedings of any kind, and any and all arbitration, conciliation, or mediation proceedings of any kind, regardless of the type of relief sought, regardless of the type of harm, injury or damage alleged or incurred, regardless of the legal or equitable basis for the relief sought, regardless of venue, forum or jurisdiction, and regardless of the asserted basis for the action or the type of conduct or misconduct alleged.
Xxxxx Release. Xxxxxxx Xxxxx hereby releases and discharges Tapinator and its officers, directors, employees and affiliates for and from any and all disputes, charges, claims, demands, damages, losses, obligations, actions, causes of action, costs and expenses, including, without limitation, attorneys’ fees, costs of court, of any kind or nature whatsoever, whether in law, equity or otherwise, whether known or unknown, suspected or unexpected, liquidated or unliquidated, asserted or unasserted, matured or unmatured, including, without limitation, any and all claims or matters directly or indirectly arising from, in connection with or related to solely Agreement 1 & Agreement 2. This provision does not release claims arising from actual fraud, theft or intentional misrepresentation. This provision does not release or effect any other matters or agreement between Xxxxxxx Xxxxx and Tapinator.
Xxxxx Release. In connection with the releases provided for in this Agreement, Releasors will expressly waive, release, acquit, and forever discharge to the fullest extent permitted by law and any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but Releasors expressly waive and fully, finally, and forever settle, release, acquit, and discharge, upon the Effective Date, any and all Released Claims against any and all Released Entities that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or through no fault whatsoever, and which, if known, would materially affect any Releasor’s decision to participate in the Agreement.
Xxxxx Release. In consideration of the mutual agreements and covenants herein contained, by signing this Agreement, Xxxxx knowingly and voluntarily releases and forever discharges the Company and its affiliates, subsidiaries, divisions, insurers, predecessors, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Company Released Parties”), of and from any and all claims, known and unknown, asserted or unasserted, which Xxxxx has or may have against the Company or any Company Released Parties as of the date of execution of this Agreement, including, but not limited to: (i) any claims, whether statutory, common law, or otherwise, arising out of the terms or conditions of his employment at the Company; (ii) any claims, whether statutory, common law, or otherwise, arising out of the facts and circumstances of his employment and the termination of his employment at the Company; (iii) any claims for breach of contract, quantum meruit, unjust enrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; (iv) any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; (v) any claims for attorneys’ fees, costs, disbursements, or other expenses; (vi) any claims for damages or personal injury; (vii) any claims of employment discrimination, harassment or retaliation, whether based on federal, state, or local law or
Xxxxx Release. Promptly following the execution of this Agreement, the Company and Starboard shall jointly issue a mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit B. Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor Starboard shall issue any press release or make public announcement regarding this Agreement or the matters contemplated hereby, except as required by law or the rules of any stock exchange, or with the prior written consent of the other Party. During the Standstill Period, neither the Company nor Starboard shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement, except as required by law or the rules of any stock exchange.
Xxxxx Release. (1) Forte, for and in consideration of the commitments of the Company as set forth in this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries and parents, and its officers, directors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators (each, a “Company Releasee” and collectively, “Company Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Forte ever had, now has, or hereafter may have, whether known or unknown, or which Forte’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Forte’s employment to the date of this Agreement, and particularly, but without limitation of the foregoing general terms, any and all claims arising under the Employment Agreement, any claims arising from or relating in any way to Forte’s employment relationship with the Company and/or its predecessors, subsidiaries or affiliates, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.
(2) To the fullest extent permitted by law, Forte represents and affirms that (i) Forte has not filed or caused to be filed on Forte’s behalf any claim for relief against the Company or any Company Releasee and, to the best of Forte’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Company Releasee on Forte’s behalf; (ii) Forte has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative o...
Xxxxx Release. Xxxx hereby releases and discharges the Iron Eagle Releasing Parties from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law admiralty or equity, which against the Iron Eagle Releasing Parties Xxxx has ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement. This also includes, without limitation, all equity, either owned or due to him, if any, in Iron Eagle.
Xxxxx Release. Xx. Xxxxx and his representatives, heirs, successors, and assigns do hereby completely release and forever discharge Progenitor, Mercator, any Affiliate (as defined in the Employment Agreement) of Progenitor or Mercator, and their present and former shareholders, officers, directors, agents, employees, attorneys, successors, and assigns from all claims, rights, demands, actions, obligations, liabilities, and causes of action, known or unknown, mature or unmatured, arising from or in any way related to his employment with Mercator or any of its Affiliates to the extent that such claims are based on contract or the duty of good faith and fair dealing, including without limitation, any claim relating to compensation or benefits, except as set forth in EXHIBIT B, EXHIBIT D or otherwise in the Employment Agreement or in the Agreement and Plan of Reorganization, dated as of February __, 1997, by and among Progenitor, Reorganization Sub, and Mercator ("Xxxxx Released Claims").
Xxxxx Release. In exchange for the Company’s agreement to the terms set forth herein, you hereby release the Company, its successors, predecessors, parents, subsidiaries, and affiliates, and each of such entities’ officers, directors, agents, servants, employees, attorneys, shareholders, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, arising out of or in any way related to events, acts or omissions occurring any time up to and including the date you sign this Agreement. This release of claims includes, but is not limited to: (a) all claims directly or indirectly arising out of or in any way connected with your employment with the Company or termination of that employment; (b) all claims directly or indirectly arising out of or in any way related to your service on the Board of Directors of the Company or the termination of such service; (c) all claims or demands related to salary, bonuses, fees, retirement contributions, profit-sharing rights, commissions, stock, stock options, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation or benefit; and (d) all claims pursuant to any federal, state or local law, statute or cause of action in any jurisdiction, including, but not limited to, the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, the California Labor Code, Delaware law, federal securities law, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, retaliation, breach of fiduciary duty, and breach of the implied covenant of good faith and fair dealing. Notwithstanding the foregoing, you are not releasing: (i) any rights you have under the Agreement or the agreements incorporated herein by reference; (ii) any rights or claims for indemnification you may have pursuant to any written indemnification agreement to which you are a party or intended third-party beneficiary, the articles or bylaws of the Company or under applicable law; or (iii) any rights which are not waivable as a matter of law. You understand that nothing herein shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment...
