Second Release Clause Examples for Any Agreement
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Second Release.In consideration of the payments specified in Option 1 of Paragraph 1 of my Transition Employment Agreement of , 2008 with the Company (the “Agreement�), upon the Effective Date as defined below, I, on behalf of myself and my heirs, executors, administrators, assigns, successors and legal representatives, release and forever discharge the Company, its affiliates, parent or subsidiary entities or corporations, and its and their officers, directors, shareholders, employees, agents, representatives, insurers, successors and assigns (“Company Affiliates�), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement). My release includes any claims or causes of action I might have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1964, as amended; the Americans [Employee] Date Page 7 with Disabilities Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Civil Rights Act of April 9, 1866; the Federal Occupation Safety and Health Act; and the Chicago Human Rights Ordinance. I understand that I may revoke this Second Release by sending written notice to the Company, Attention: General Counsel, within seven days of the date I sign the Agreement. This Second Release will not become effective until this seven day period has expired (the “Effective Date�). Approved and Accepted this day of , 2008. _______________________________ Employee [date], 2008 [Employee Name] Re: Transition Employment Agreement Dear : This letter (our “Agreement�) will confirm our understanding with respect to your termination as an employee of Deerfield Capital Management LLC (the “Company�) as a result of a reduction in force. You acknowledge that this Agreement is intended only to resolve matters relating to your employment with the Company and is not an admission of fault or liability on the part of you or the Company. Subject to your continuing to comply with the terms ...
Second Release.Within five (5) business days after the Termination Date (the �Second Release Date� ), the Escrow Agent (i) shall release to Sellers the remaining Escrow Shares held in the Escrow Fund, less the amount equal to Sellers� liability subject to delivery to one or more Buyer Indemnified Parties in accordance with Section 7 hereof with respect to any pending but unresolved Claims of the Buyer Indemnified Parties (the “Second Release�), and (ii) shall on the Second Release Date provide Buyer with written notice setting forth the amount of such release. Any portion of the Escrow Shares held in the Escrow Fund as a result of the foregoing sentence shall be released to Sellers or released to Buyer (as appropriate) promptly upon resolution of each specific Claim involved in accordance with Section 7 hereof.
Second Release.In consideration of the payments specified in Option 1 of Paragraph 1 of my Transition Employment Agreement of December 31 with the Company (the “Agreement�), upon the Effective Date as defined below, I, on behalf of myself and my heirs, executors, administrators, assigns, successors and legal representatives, release and forever discharge the Company, its affiliates, parent or subsidiary entities or corporations, and its and their officers, directors, shareholders, employees, agents, representatives, insurers, successors and assigns (�Company Affiliates�), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement).
Second Release.In exchange for signing the Release a second time and subject to compliance with the restrictive covenants in the Employment Agreement, including but not limited to, the non-disparagement provisions, Employee will be eligible to receive the severance payments and benefits set forth in Sections 6.1(b), (d), (e), and (f) of the Employment Agreement (the �Severance Benefits�). For the avoidance of doubt, after the Termination Date, Employee will be eligible to performance-vest only in (i) the portion of the Employee’s 2021-2025 performance award which vests subject to the Company’s adjusted-EBITDA through the end of 2025, (ii) the portion of the Employee’s 2022-2024 performance award which vests subject to the Company’s adjusted-EBITDA through the end of 2024, and (iii) the portion of the Employee’s 2023-2025 performance award which vests subject to the Company’s adjusted-EBITDA through the end of 2025, in each case subject to actual Company performance. Following the Termination Date, Employee will be eligible for outplacement services available to all senior executives of the Company.
Second Release.On or within twenty one days following the Retirement Date, as a further condition to the receipt and retention of the Retirement Benefits you agree that you will execute and deliver a second release and waiver of claims, which will be in the same form as the release of claims set forth in Section 4 of this Agreement (except that the release of claims will be through and as of the Retirement Date and will become final and binding upon the expiration of the seven day revocation period after the Retirement Date, such date, the �Final Release Date�). For the avoidance of doubt, if you do not deliver the second release and waiver of claims by the Final Release Date or revoke such release and waiver of claims by the Final Release Date, then you shall not receive the Retirement Benefits and to the extent that you have already received such Retirement Benefits, you will promptly repay such amounts to the Company
Second Release.(i) On the date that is twenty four (24) months following the date of this Agreement (the �Second Release Date�), the Escrow Agent shall distribute out of the Escrow Account to the Securities Holders an amount (the �Second Release Amount�), equal to (i) the remaining Escrow Funds, minus (ii) the aggregate Indemnification Claim Amount for any Unresolved Indemnification Claims as of the Second Release Date.
(ii) The Representative shall prepare the Payment Schedule in accordance with the following procedure:
(A) The Second Release Amount shall be divided into the Equityholders Portion and the Carveout Plan Portion pursuant to the formula and procedures set forth on Schedule C, as calculated on the Payment Schedule.
(B) The Equityholders Portion shall be allocated among the Equityholders pursuant to the formula and procedures set forth on Schedule C, and the Carveout Plan Portion shall be allocated among the Carveout Plan Participants pursuant to the formula and procedures set forth on Schedule C.
(iii) The Escrow Agent shall distribute the Equityholders Portion of the Second Release Amount to each of the Equityholders in accordance with the allocations set forth on the Payment Schedule and pursuant to the Payment Instructions set forth on Schedule A. The Escrow Agent shall distribute the Carveout Plan Portion of the Second Release Amount, as set forth on the Payment Schedule, to Parent for the benefit of the Carveout Plan Participants (net of income and employment tax withholding). Parent shall cause such amounts to be paid to the Carveout Plan Participants in accordance with the Payment Schedule and the Payment Instructions set forth on Schedule A. The remaining Retained Amount shall continue to be held by the Escrow Agent subject to the terms and conditions of this Agreement.
Second Release.Largo Vista will release the second (2nd) batch of 33,333,333 shares of its common stock to Shanghai Oil and/or its designated beneficiaries one (1) year after the First Release.
Second Release.Xx. Xxxxx also agrees to execute a second release of claims acceptable to CH2M upon the end of the Retirement Transition Period containing substantially identical language to Sections 4, 5 and 7 through 9 hereof. (See Attachment A, hereto.)
Second Release.This General Release of All Claims and Covenant Not to Sue (the “Second Release�) is entered into between Jxxxxx Xxxxxx (“Employee�) and zSpace, Inc. (the “Company�) (collectively, �the parties�).
Second Release.Employee agrees to execute a Second Release, including a general waiver and release, in substantially the same form as the provisions of Section IV within twenty-two (22) days following her Separation Date and prior to the commencement of any payments under Subsection II(A). If Employee refuses to execute the Second Release, Employee agrees that Employee is not entitled to any Consideration and Employee must return any Consideration already received.