Xxxxxxx and the Sample Clauses

Xxxxxxx and the. Company understand and agree that this Agreement shall bind and benefit their heirs, employees, parent corporation, subsidiaries, affiliates, controlled corporations, sister corporations, agents, representatives, predecessors, successors and assigns. The Company's successors shall include (without limitation) any person, corporation or other entity who or which enters into a Corporate Transaction with the Company (hereinafter "Company Successor"). For purposes of this Agreement, a "Corporate Transaction" is defined to mean a transaction in which any person, corporation or other entity acquires, directly or indirectly, all or substantially all of the stock, business or assets of the Company, whether by way of merger, consolidation, sale, transfer or otherwise.

Xxxxxxx and the. Company acknowledge that (i) Xxxxxxx resignation from the Positions will be effective on the date of the next annual general meeting of Guarantor’s shareholders (which is currently scheduled for February 20, 2013) (the “Positions Separation Date”) and (ii) the termination of Xxxxxxx’x employment with the Sirona Group Companies will be effective on February 28, 2013, 24.00 hours Central European Time (the “Separation Date”). As of the Positions Separation Date, Xxxxxxx will cease to be a officer, director or trustee of any of the Sirona Group Companies, and will no longer be required to fulfill any of the duties and responsibilities associated with the Positions and as of the Seperation Date, Xxxxxxx will cease to be an employee of any of the Sirona Group Companies. From and after the Positions Separation Date, Xxxxxxx will no longer hold himself out to the public as an officer, director or trustee of any of the Sirona Group Companies or act on behalf of any of the Sirona Group Companies. From and after the Separation Date, Xxxxxxx will not maintain an office or physical presence at any of the Sirona Group Company locations. The Company and the Guarantor shall procure that, as soon as possible after the Positions Separation Date, Xxxxxxx’x resignation from the Positions will be registered in the relevant commercial, trade or similar official registers and also be published on the websites of the Sirona Group Companies.

Xxxxxxx and the. Company acknowledge and agree that, as a condition to this Agreement, each expressly releases and waives all rights and claims that the Carrera or the Company know about as well as those they may not know about. Carrera and the Company expressly acknowledge that this Agreement is intended to include and does include, in its effect, without limitation, all claims which each party does not know or suspect to exist against the other party, notwithstanding any waivable and/or voidable statutory rights, and language, to the contrary, for each party to this Agreement. Carrera and the Company agree to waive the benefits of California Civil Code Section 1542 which 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."

Xxxxxxx and the. Big Creative may reproduce and publish excerpts from the Services, for the purpose of securing future engagements and generally marketing itself.