Xxxxxxx Release. Of APS&EE
Xxxxxxx Release. In consideration for the payments and benefits described above and for other good and valuable consideration, Xxxxxx hereby releases and forever discharges the Company, as well as its affiliates and all of their respective directors, officers, employees, members, agents, and attorneys, of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, which he ever had, now has, or hereafter may have on account of his service with the Company, the termination of his service with the Company, and/or any other fact, matter, incident, claim, injury, event, circumstance, happening, occurrence, and/or thing of any kind or nature which arose or occurred prior to the date when he executes this Agreement, including, but not limited to, any and all claims for wrongful termination; breach of any implied or express employment contract; unpaid compensation of any kind; breach of any fiduciary duty and/or duty of loyalty; breach of any implied covenant of good faith and fair dealing; negligent or intentional infliction of emotional distress; defamation; fraud; unlawful discrimination, harassment; or retaliation based upon age, race, sex, gender, sexual orientation, marital status, religion, national origin, medical condition, disability, handicap, or otherwise; any and all claims arising under arising under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Equal Pay Act of 1963, as amended (“EPA”); the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Americans with Disabilities Act of 1990, as amended (“ADA”); the Family and Medical Leave Act, as amended (“FMLA”); the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); the Xxxxxxxx-Xxxxx Act of 2002, as amended (“SOX”); the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”); and/or any other federal, state, or local law(s) or regulation(s); any and all claims for damages of any nature, including compensatory, general, special, or punitive; and any and all claims for costs, fees, or other expenses, including attorneys' fees, incurred in any of these matters (the “Release”). Nothing contained herein shall release the Company from its obligations set forth in this Agreement.
Xxxxxxx Release. Upon execution of this Agreement and the Concurrent Agreements and subject to the complete fulfillment and performance of all conditions set forth therein, Xxxxxx together with its respective predecessors, affiliates, assigns, representatives, agents, attorneys, partners, employees and insurers hereby fully releases, remises, forgives and discharges (collectively “Releases”) Cerus, together with its respective predecessors, affiliates, assigns, representatives, agents, attorneys, partners, employees and insurers from all claims, actions and causes for action (whether at law, in equity, or otherwise), disputes, demands, counterclaims, arbitrations, duties, debts, suits, damages, obligations, costs, expenses, liens, liabilities, accounts, reckonings, rights, rights of action, rights of indemnity (whether legal or equitable), rights of subrogation, rights to contribution, defenses, setoffs and remedies of any nature whatsoever, (collectively “Claims”) whether known or unknown, which Xxxxxx has, or ever had, or, may hereafter have, for, upon, or by reason of any matter, cause, or thing, of any nature whatsoever, except as set forth in Section 10.3 hereof, occurring at any time or times up to the date of this Agreement (but not including obligations under this Agreement or the Concurrent Agreements); in each case solely to the extent arising out of any failures of Cerus to have performed any of its obligations under the Platelet Agreement or the RBC/FFP Agreement. Xxxxxx acknowledges and affirms that it is not relying on, and has not relied on, any representation or statement made by Cerus with respect to the facts involved in this release or with regard to the rights or asserted rights of Xxxxxx. Xxxxxx hereby assumes all risk with respect to any mistakes of fact with regard to this release and with regard to all facts which are now unknown to Xxxxxx relating thereto. EXECUTION 24 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Xxxxxxx Release. The Housing Department shall grant necessary and reasonable amount of time off during straight time working hours to the Xxxxxxx who must necessarily be present for direct participation in grievance adjustments with management. Such Xxxxxxx shall first receive permission from such Xxxxxxx’x supervisor to leave the Xxxxxxx’x work station, and shall report back promptly when such Xxxxxxx’x part in the grievance adjustment has been completed.
Xxxxxxx Release. Xxxxxxx shall have executed the Xxxxxxx Release. ---------------
Xxxxxxx Release. The Stewards shall be permitted to leave their workstation, after the expiration of the first hour of their shift, to investigate and present grievances to the Employer, without loss of pay after specifying to their Supervisor the purpose of their activity and recording their time according to departmental practice. The Supervisor shall grant permission forthwith for the Stewards to leave their workstation, subject to necessary emergency exceptions. The privilege of the Xxxxxxx leaving his or her work station during working hours without loss of pay is subject to the understanding that their time will be devoted to the proper processing of grievances and will not be abused. Upon entering any County department in the fulfillment of their duties, Stewards shall notify the Department Head or Department Supervisor of their presence and purpose.
Xxxxxxx Release. In consideration of the promises, covenants and other valuable consideration provided by the Company in the Transition Agreement and in this Release, Xx. Xxxxxx hereby unconditionally releases and discharges the Company and its affiliates, and their current and former employees, officers, agents, attorneys, directors, and shareholders (collectively referred to as “Released Parties”) from any and all claims, causes of action, losses, obligations, liabilities, damages, judgments, costs, expenses (including attorneys’ fees) of any nature whatsoever, known or unknown, contingent or non-contingent (collectively, “Claims”), that Xx. Xxxxxx had or has as of the date of this Release arising (i) out of Xx. Xxxxxx’x hiring by, employment with, or retirement from the Company, and (ii) under any federal or state law, including, but not limited to, the Age Discrimination in Employment Act of 1967, 42 U.S.C. §§ 1981-1988, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1986, the National Labor Relations Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the Workers Adjustment and Retraining Notification Act, the Americans with Disabilities Act of 1990, Arkansas or Texas labor codes and any provision of any state or federal Constitutions or common law. This Release includes but is not limited to any claims Xx. Xxxxxx may have for salary, wages, severance pay, vacation pay, sick pay, bonuses, benefits, pension, stock options, restricted stock units, overtime, and any other compensation or benefit of any nature. This Release also includes but is not limited to any and all common law claims including, but not limited to, claims for wrongful discharge, breach of express or implied contract, implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, violation of public policy, defamation, conspiracy, invasion of privacy, and/or tortious interference with current or prospective business relationships. Furthermore, Xx. Xxxxxx relinquishes any right to re-employment with the Company or the Released Parties. Xx. Xxxxxx also relinquishes any right to further payment or benefits under any employment agreement, benefit plan or severance arrangement maintained or previously or subsequently maintained by the Company or any of the Released Parties or any...
Xxxxxxx Release. Except as provided in Section 4.01(c) and Section 4.02, effective as of the Effective Time, Xxxxxxx does hereby, for itself and for each other member of the Xxxxxxx Group and (to the extent permitted by applicable Law) all Persons who at any time prior to the Effective Time were directors, officers, partners, managers, employees or agents of any member of the Xxxxxxx Group, in each case, together with their respective heirs, executors, administrators, successors and assigns, release and forever discharge each of the Newco Indemnitees from any and all Liabilities whatsoever (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur on or before the Effective Time or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the transactions and all other activities to implement the Newco Transfer. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Xxxxxxx and each member of the Xxxxxxx Group, and their respective successor and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Xxxxxxx hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Newco Indemnitees from the Liabilities described in the first sentence of this Section 4.01(b). Notwithstanding the foregoing, the release described in this Section 4.01(a) shall not apply with respect to obligations from and after the Closing under or relating to the Contracts referred to in Section 1.07(b)(iv).
Xxxxxxx Release. Xxxxxxx, on behalf of himself, his spouse, successors, heirs, and assigns, hereby forever relieves, releases, and discharges the Company as well as its past, present and future officers, directors, administrators, shareholders, employees, agents, successors, subsidiaries, parents, assigns, representatives, brother/sister corporations, and all other affiliated or related corporations, all benefit plans sponsored by the Company, and entities, and each of their respective present and former agents, employees, or representatives, insurers, partners, associates, successors, and assigns, and any entity owned by or affiliated with any of the above, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, of whatever kind or nature, including but not limited to any statutory, civil, administrative, or common law claims, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed, arising out of any act or omission occurring before Xxxxxxx’x execution of this Agreement, including but not limited to any claims based on, arising out of, or related to Xxxxxxx’x employment with, or the ending of Xxxxxxx’x employment with the Company, any claims arising from rights under federal, state, and local laws relating to the regulation
Xxxxxxx Release. Mortgagor may request that Mortgagee release from the lien of this Mortgage and the other Loan Documents (the "Partial Release") a 16.16 acre parcel which constitutes a portion of the Mortgaged Property (the "Release Parcel"). Mortgagee will release the Release Parcel provided that all of the following conditions (the "Partial Release Conditions") are satisfied:
(a) No Event of Default under the Loan Documents shall have occurred or remain uncured;
(b) The Partial Release does not occur until after the third anniversary of the date the first installment of principal and interest is due under the Note;
(c) Mortgagor shall pay to Mortgagee, as a reduction to the then current principal amount, an amount equal to $__________ ("Loan Pay Down Amount"), and such prepayment shall be treated in the same manner as any other prepayment except as otherwise provided in this Paragraph;
(d) Mortgagor shall pay to Mortgagee an amount equal to one percent (1%) of the Loan Pay Down Amount. Notwithstanding anything in subparagraph (c) above or in the Note, the Loan Pay Down Amount may be paid at any time permitted under subsection (b) above and the payment required under this subsection (d) shall be in lieu of any other prepayment premium required under the Note.
(e) The Release Parcel shall have been legally and validly subdivided from the Mortgaged Property, and both the Release Parcel and the remaining portion of the Mortgaged Property (the "Remaining Security") are independently in compliance with all applicable federal, state and local laws and regulations, including, without limitation, all laws and regulations pertaining to environmental land use, zoning, minimum lot size, parking requirements, setback, frontage, site plan approval, and Map Act requirements (if applicable);
(f) Mortgagor provides Mortgagee with the following which shall be acceptable in form and substance to Mortgagee: (1) reasonable evidence that the release of the Release Parcel will not interfere with railroad access, or vehicular or pedestrian access to a public way, utilities, truck turning and access, parking or other items affecting the Remaining Security, (2) any easements for access, utilities or other items necessary to permit the Release Parcel and the Remaining Security to operate independently without impairing or unduly burdening the Remaining Security, and (3) any joint use, reciprocal covenant and/or operations agreement necessary to permit the Release Parcel and the Remaining Security...
