Common use of Covenant Not to S▇▇ Clause in Contracts

Covenant Not to S▇▇. Except as necessary to enforce the terms of this Severance Agreement, Employee covenants and agrees not to s▇▇ or otherwise assert a claim against the Company or the Releasees concerning any of the Claims released by the Employee pursuant to Section 4(d), including, without limitation, any matters arising out of the Employee’s employment with the Company. Except as necessary to enforce the terms of this Severance Agreement or the provisions of the Amended Employment Agreement specified in Section 3(a) above, the Company covenants and agrees not to s▇▇ or otherwise assert a claim against the Employee concerning any of the Claims released by the Company pursuant to Section 4(e), including, without limitation, any matters arising out of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint or other document by which such lawsuit is to be initiated; (ii) file the Complaint or other legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee shall be obligated to repay to the Company all of the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought under the ADEA. Further, should any party s▇▇ or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall cease.

Covenant Not to S▇▇. Except as 3.1 Subject to the excepted matters set forth herein (including, but not limited to the Confidentiality Requirements and Indemnity Claims), the Releasing Parties agree that they will forever refrain and forbear from commencing, instituting or prosecuting any lawsuit, action or other proceeding, in law, equity or otherwise, against the Released Parties, in any way arising out of or relating to the Released Claims. 3.2 The Releasing Parties each acknowledge and agree that monetary damages alone are inadequate to compensate the other Party (or their assigns) for injury caused or threatened by a breach of this “Covenant Not to S▇▇” and that preliminary and permanent injunctive relief restraining and prohibiting the prosecution of any action or proceeding brought or instituted in violation of this Covenant Not to S▇▇ is a necessary and appropriate remedy in the event of such a breach. Nothing contained in this Section, however, shall be interpreted or construed to prohibit or in any way to limit the right of a non-breaching Released Party or of any of its assigns to obtain, in addition to injunctive relief, an award of monetary damages against any person or entity breaching this Covenant Not to S▇▇ and Agreement. 3.3 Notwithstanding the foregoing, any Indemnity Claims and any action or proceeding brought for breach of or to interpret or enforce the terms of this Severance Agreement, Employee covenants and agrees not Agreement are excepted from each of the Covenants Not to sS▇▇ set forth above. 3.4 The Releasing Parties understand, acknowledge and agree that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, claim, suit or otherwise assert a claim against the Company other proceeding which may be instituted, prosecuted or the Releasees concerning any attempted in breach of the Claims released by the Employee pursuant to Section 4(d), including, without limitation, any matters arising out of the Employee’s employment with the Company. Except as necessary to enforce the terms of this Severance Agreement or the provisions of such releases. Similarly, the Amended Employment Agreement specified in Section 3(a) Releasing Parties agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered relating to the subject matter discussed above, shall affect in any manner the Company covenants final, absolute and agrees not to s▇▇ or otherwise assert a claim against the Employee concerning any unconditional nature of the Claims released by the Company pursuant to Section 4(e), including, without limitation, any matters arising out of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint or other document by which such lawsuit is to be initiated; (ii) file the Complaint or other legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee shall be obligated to repay to the Company all of the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought under the ADEA. Further, should any party s▇▇ or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall ceaserelease set forth above.

Covenant Not to S▇▇. Except (a) Executive understands that by signing this Agreement, Executive is agreeing that Executive has not and will not file any claims or lawsuits against the Released Parties with any court or government agency with the exception that this Agreement will not release (i) any non-waivable rights Executive has, including any claims that arise after the Resignation Date or the Reaffirmation Effective Date, as necessary applicable; (ii) actions, or rights arising under or to enforce the terms of this Severance Agreement; and/or (iii) vested benefits under any retirement or pension plan and/or deferred compensation plan. Further, Employee covenants and agrees not if Executive is requested to s▇▇ participate in any lawsuit, other proceeding, or otherwise assert a claim investigation against the Company or the Releasees concerning any of the Claims released by the Employee pursuant Released Parties, Executive agrees to Section 4(d), including, without limitation, any matters arising out of the Employee’s employment with immediately notify the Company. Except as necessary The Parties specifically agree that, to enforce the terms of this Severance Agreement extent Executive may have any non-waivable rights to file or the provisions of the Amended Employment Agreement specified participate in Section 3(a) abovea claim, the Company covenants and agrees not to s▇▇ lawsuit, or otherwise assert a claim charge against the Employee concerning any of the Claims released by Released Parties, such as with the Company pursuant to Section 4(eEqual Employment Opportunity Commission (EEOC), includingthe National Labor Relations Board (NLRB), without limitationthe Department of Labor (DOL), the Occupational Safety and Health Administration (OSHA), or other government agency, Executive is not giving up such right nor is Executive giving up Executive’ s right to participate truthfully in any matters arising out of the Employee’s employment with the CompanyEEOC, NLRB, DOL, OSHA, or other government agency investigation. In the event that any party hereto sues another However, even if Executive has a right to file or Employee sues participate in a Releasee concerning claim, lawsuit, or charge against any of the Claims Released Parties, Executive agrees that, except for non-waivable claims, Executive shall not obtain, and hereby waives Executive’ s right to, any relief of any kind from such a claim or charge. (b) As to any actions or claims that would not be released by because of the invalidity or unenforceability of this Severance Agreement, Executive understands and agrees that, except as prohibited by law, if she asserts or brings any such actions or claims against the party bringing suit shall (i) provide Company, she must repay to the Company the Severance Benefits provided to her pursuant to this Agreement, with legal interest. Executive and the Company agree that by executing this Agreement, Executive has waived any claim (administrative or otherwise) she may have under, among other parties or Releaseethings, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and the ADEA. If Executive files a copy charge alleging a violation of the Complaint ADEA with any administrative agency or other document by which such lawsuit is to be initiated; (ii) file challenges the Complaint or other legal document by which the suit is commenced only in the United States District Court for the Northern District validity of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court this waiver and release of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify she might have had under the sued party or ReleaseeADEA, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee shall she will be obligated required to repay to the Company all of the amounts paid to Employee Severance Benefits provided by it pursuant to Section 2this Agreement, unless or pay to the Company any suit other monetary amounts (such as attorneys’ fees and/or damages), as a condition precedent to filing such a claim, only if and to the extent the recovery of any such amounts by the Company is solely brought otherwise authorized by law. This Agreement is not to be interpreted by either party or by any third party as an effort to interfere with the protected right to file a charge or participate in an investigation or proceeding under the ADEA. Further, should any party s▇▇ or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall cease.

Covenant Not to S▇▇. Except as necessary to enforce the terms of this Severance Agreement, Employee covenants and agrees A “covenant not to s▇▇ ▇” is a legal term which means you promise not to file a lawsuit in court. It is different from the General Release of claims contained in paragraph 10 above. Besides waiving and releasing the claims covered by paragraph 10 above, you represent and warrant that you have not filed, and agree that you will not file, or otherwise assert cause to be filed, any judicial complaint or lawsuit involving any claims you have released in paragraph 10, and you agree to withdraw any judicial complaints or lawsuits you have filed, or were filed on your behalf, prior to the effective date of this Agreement. Notwithstanding this Covenant Not to S▇▇, you may bring a claim against the Company or the Releasees concerning any of the Claims released by the Employee pursuant to Section 4(d), including, without limitation, any matters arising out of the Employee’s employment with the Company. Except as necessary to enforce this Agreement or to challenge the terms validity of this Severance Agreement or under the provisions of the Amended Employment Agreement specified in Section 3(a) above, the Company covenants ADEA. You agree and agrees not to acknowledge that if you s▇▇ or otherwise assert a claim against the Employee concerning any of the Claims released by the Company pursuant to Section 4(e), including, without limitation, or any matters arising out other Releasee in violation of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit then you shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint or other document by which such lawsuit is to be initiated; (ii) file the Complaint or other pay all legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including reasonable attorneys’ fees, arising from the defense of such claimincurred by any Releasee in defending against your suit. In the event that said suit is brought by the EmployeeAlternatively, Employee shall be obligated to repay to the Company all of the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought under the ADEA. Further, should any party if you s▇▇ the Company in violation of this Agreement, you may, at the Company’s option, be required to return all monies and other benefits paid to you pursuant to paragraphs 4(b) and 4(d) of this Agreement, except for $1,000.00. In that event, the Company shall be excused from making any further payments or continuing any other benefits otherwise assert a claim owed to you under paragraphs 4(b), (4c) and 4(d) of this Agreement. In consideration for your promises set forth in this Agreement, the Company promises and agrees that it will not file, or cause to be filed, any judicial complaint or lawsuit involving any claims that it has released in paragraph 11, above, except by way of setoff against any claims you may file or to seek recovery from you for any breach of the other parties or Releaseesthis Agreement, as applicableincluding but not limited to a breach of Paragraph 12, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall ceaseabove.

Covenant Not to S▇▇. Except as necessary to enforce the terms of this Severance Agreement, Employee covenants and agrees not to s▇▇ or otherwise assert a claim against the Company or the Releasees concerning any of the Claims released by the Employee pursuant to Section 4(d4(c), including, without limitation, any matters arising out of the Employee’s employment with the Company. Except as necessary to enforce the terms of this Severance Agreement or the provisions of the Amended Employment Agreement specified in Section 3(a) above, the Company covenants and agrees not to s▇▇ or otherwise assert a claim against the Employee concerning any of the Claims released by the Company pursuant to Section 4(e4(d), including, without limitation, any matters arising out of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint or other document by which such lawsuit is to be initiated; (ii) file the Complaint or other legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee shall be obligated to repay to the Company all of the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought under the ADEA. Further, should any party s▇▇ or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall cease.

Covenant Not to S▇▇. Except as necessary Executive represents and agrees that Executive has not filed any claim, charge, allegation, or complaint for monetary damages, whether formal, informal, or anonymous, with any governmental agency, department or division, whether federal, state or local, relating to enforce the terms of this Severance Agreementany Released Party in any manner, Employee including without limitation, any Released Party’s business or employment practices. Executive covenants and agrees not never, individually or with any person or entity or in any way, to s▇▇ commence, aid in any way, prosecute or otherwise assert a claim cause or permit to be commenced or prosecuted against the Company any Released Party any action or the Releasees concerning any of the Claims released by the Employee pursuant to Section 4(d)other proceeding, including, without limitation, an arbitration or other alternative dispute resolution procedure, based upon any matters arising out claim, demand, cause of action, obligation, damage, or liability that is the subject of the Employeegeneral release of claims contained in Section 3 of this Agreement (the “Release”) or is in connection with Executive’s employment or service with any Released Party or the termination thereof, excluding the Excluded Claims. If Executive takes any action to commence, aid in any way, prosecute or cause to permit to be commenced or prosecuted any action or proceeding against the Released Party that is the subject of the Release or is in connection with Executive’s employment or service with any Released Party or the termination thereof, excluding the Excluded Claims, or Executive materially breaches this Agreement and does not cure such breach within 30 days of written notice from Company thereof, the Company’s obligation to provide the Severance Benefit shall immediately cease and, promptly after the date of any such breach or action, Executive must repay to the Company any portion of the Severance Benefit paid prior to such breach, save $1.00 (the “Repayment Amount”), which amount must be paid within fourteen days of such breach. Except as necessary In the event he is obligated to enforce make the terms Repayment Amount, Executive agrees that the remaining provisions of this Severance Agreement shall remain in full force and effect. Executive also agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Released Party in defending against those claims. Notwithstanding the foregoing, nothing in this Agreement precludes Executive from challenging the validity of the Release under the requirements imposed by the Age Discrimination in Employment Act (“ADEA”), and Executive shall not be responsible for reimbursing the attorneys’ fees and costs of any Released Party in connection with a challenge under the ADEA to the validity of the Release. However, Executive acknowledges that the Release applies to all claims that he has under the ADEA, and that unless the Release is held to be invalid, all such ADEA claims shall be extinguished. Neither the Release nor anything else in this Agreement limits Executive’s rights to file a charge with any administrative agency (such as the U.S. Equal Employment Opportunity Commission or a state fair employment practices agency), provide truthful information to an agency, or otherwise participate in an agency investigation or other administrative proceeding. However, Executive gives up all rights to any money or other individual relief based on any agency or judicial decision, including class or collective action rulings. Nothing in this Agreement prohibits Executive from reporting, without any prior authorization from or notification to the Company, possible violations of federal or state law or regulations to any governmental agency or self-regulatory organization, or making other disclosures that are protected under whistleblower or other provisions of any applicable federal or state law or regulation, or receiving an award in connection therewith. For the Amended Employment sake of clarity and notwithstanding anything in this Separation Agreement specified to the contrary, no provision of this Separation Agreement shall be construed or enforced in Section 3(a) above, the Company covenants and agrees not to s▇▇ a manner that would limit or otherwise assert a claim against the Employee concerning restrict Executive from exercising any of the Claims released by the Company pursuant to Section 4(e), legally protected whistleblower rights (including, without limitation, any matters arising out of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint or other document by which such lawsuit is to be initiated; (ii) file the Complaint or other legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee shall be obligated to repay to the Company all of the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought Rule 21F under the ADEA. Further, should any party s▇▇ or otherwise assert a claim against any Securities Exchange Act of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall cease.1934)

Covenant Not to S▇▇. Except as necessary to enforce 1. In this section, the terms “Q▇▇▇▇▇▇ Releasor,” “Q▇▇▇▇▇▇ Releasee,” “ProPhase Releasor,” “ProPhase Releasee,” “Releasor/Releasee,” and “Claims” (in either their singular or plural forms) shall have the meaning ascribed to them in the foregoing Mutual General Release. 2. Each of this Severance Agreement, Employee covenants the ProPhase Releasors covenant and agrees not agrees: (i) never to s▇▇ or otherwise commence, aid in any way (other than when compelled by subpoena or action of a court of law) or prosecute any action or other proceeding against any Q▇▇▇▇▇▇ Releasee concerning any Claim (as defined in the Mutual General Releasee) within the scope of this Mutual General Release; (ii) that if any ProPhase Releasor should assert a claim that is barred by this Mutual General Release, the Prophase Releasor who commenced such action or proceeding shall indemnify and hold harmless any Q▇▇▇▇▇▇ Releasee against the Company or the Releasees concerning any of the Claims released whom such claim has been asserted for all liabilities, including court costs and attorneys’ fees, that are incurred by the Employee pursuant Q▇▇▇▇▇▇ Releasee in connection with such action or proceeding; (iii) that this Agreement may be pleaded by any Q▇▇▇▇▇▇ Releasee as a full and complete defense to Section 4(d), including, without limitation, any matters arising out of the Employee’s employment with the Company. Except as necessary action or proceeding that is contrary to enforce the terms of this Severance Agreement Mutual General Release, and may be asserted as a basis for abatement of, or injunction against, said action or proceeding and as a basis for a cross complaint for damages therein; and (iv) that in the provisions event that any Prophase Releasor breaches the Covenant Not To S▇▇, any aggrieved Q▇▇▇▇▇▇ Releasee shall be entitled to recover from the breaching Prophase Releasor not only the amount of any judgment that may be awarded in favor of the Amended Employment Agreement specified aggrieved Q▇▇▇▇▇▇ Releasee, but also such other damages, costs and expenses as may be incurred by such Q▇▇▇▇▇▇ Releasee, including court costs, attorneys’ fees and all other costs and expenses, taxable or otherwise, in Section 3(apreparing the defense of, defending against or seeking and obtaining abatement of, or injunction against, such action or proceeding, and of enforcing this Mutual General Release. 3. Each of the Q▇▇▇▇▇▇ Releasors covenant and agrees; (i) above, the Company covenants and agrees not never to s▇▇ or otherwise assert commence, aid in any way (other than when compelled by subpoena or action of a claim against the Employee concerning court of law) or prosecute any of the Claims released by the Company pursuant to Section 4(e), including, without limitation, any matters arising out of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint action or other document by which such lawsuit is to be initiated; (ii) file the Complaint proceeding against any ProPhase Releasee or other legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of FQ▇▇▇▇▇▇ CountyReleasee concerning any Claim (as defined above) within the scope of this Mutual General Release; (ii) that if any Q▇▇▇▇▇▇ Releasor should assert a claim that is barred by this Mutual General Release the Q▇▇▇▇▇▇ Releasor, Georgiawho commenced such action or proceeding shall indemnify and hold harmless any ProPhase Releasee or other Q▇▇▇▇▇▇ Releasee against whom such Claim has been asserted for all liabilities, including court costs and attorneys’ fees that are incurred by the ProPhase Releasee or other Q▇▇▇▇▇▇ Releasee in connection with such action or proceeding; (iii) that this agreement may be pleaded by any ProPhase Releasee or other Q▇▇▇▇▇▇ Releasee as a full and complete defense to any action or proceeding that is contrary to the parties consent to personal jurisdiction in that countyterms of this Mutual General Release and may be asserted as a basis for abatement of, or injunction against, said action or procedure and as a basis for a cross complaint for damages therein; and (iiiiv) hold that in the sued party event that any ProPhase Releasee or other Q▇▇▇▇▇▇ Releasee shall be entitled to recover from the breaching Q▇▇▇▇▇▇ Releasor not only the amount of any judgment that may be awarded in favor of the aggrieved ProPhase Releasee or other Q▇▇▇▇▇▇ Releasee, as applicableincluding court costs, harmless from any claim asserted in such lawsuit attorneys’ fees and indemnify the sued party or Releasee, as applicable, from all other costs and expenses, including attorneys’ feestaxable or otherwise, arising from in preparing the defense of, defending against or seeking and obtaining abatement of, or injunction against, such action or proceeding and or enforcing this Mutual General Release. 4. No provision of such claim. In the event that said suit is brought by the Employee, Employee this Covenant Not to S▇▇ shall be obligated deemed to repay to bar or limit in any way the Company all of enforcement and or collection on the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought under the ADEA. Further, should any party sjudgment obtained against former attorney W▇▇▇▇▇▇ or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall cease.▇. ▇▇▇▇▇▇ by InnerLight Holdings Inc.

Covenant Not to S▇▇. a) Except as necessary to enforce the terms of this Severance Agreement, Employee covenants and agrees not Kalimtgis hereby promises never to s▇▇ file or otherwise assert make, or permit to be filed or made on his behalf, a lawsuit, charge, complaint, or other claim asserting any claim or demand against the Company or Releasees which is within the Releasees concerning any scope of the Claims claims released in Paragraph 3 above. This Agreement may and shall be pleaded by the Employee pursuant Company Releasees as a full and complete defense to, and may be used as a basis for the immediate dismissal of or an injunction against any action, suit or other proceeding which may be instituted, prosecuted or maintained in breach thereof. If Kalimtgis files or makes, or permits to Section 4(d)be filed or made on his behalf, includinga lawsuit, without limitationarbitration, charge, complaint, or other claim asserting any matters arising out claim or demand against the Company Releasees which is within the scope of the EmployeeGeneral Release set forth above in Section 3, whether or not Kalimtgis’s employment claim(s) is/are otherwise valid, in addition to any other rights and remedies that may be available, such claim shall immediately be dismissed with the Company. Except as necessary to enforce the terms of this Severance Agreement or prejudice, the provisions of the Amended Employment this Agreement specified shall remain in Section 3(a) abovefull force and effect, and Kalimtgis shall be liable to the Company covenants for all costs, expenses, and agrees attorneys’ fees incurred in defending against such lawsuit, arbitration, charge, complaint, or other claim. While this Agreement does not to s▇▇ prohibit the Equal Opportunity Employment Commission (“EEOC”) or otherwise assert a claim any other federal or state agency from investigating any complaint or instituting any action against the Employee concerning Company, Kalimtgis expressly agrees that he will not seek, receive or accept any of the Claims released by the Company pursuant monetary damages arising from or related to Section 4(e), including, without limitation, any matters arising out of the Employee’s employment with the Companysuch investigation or action. In the event that Kalimtgis believes he is compelled by lawful authority or by force of law or is requested to testify or otherwise participate in any party hereto sues another action or Employee sues a Releasee concerning any proceeding against the Company, he agrees to provide the Company with notice of the Claims released by this Severance matter as promptly as possible under the circumstances. b) Except to enforce the Agreement, the party bringing suit Company hereby promises never to file or make, or permit to be filed or made on his behalf, a lawsuit, charge, complaint, or other claim asserting any claim or demand against the Company Releasors which is within the scope of the claims released in Paragraph 3 above. This Agreement may and shall (i) provide to be pleaded by the other parties Company Releasors as a full and complete defense to, and may be used as a basis for the immediate dismissal of or Releaseean injunction against any action, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or other proceeding and which may be instituted, prosecuted or maintained in breach thereof. If Kalimtgis files or makes, or permits to be filed or made on his behalf, a copy lawsuit, arbitration, charge, complaint, or other claim asserting any claim or demand against the Company Releasors which is within the scope of the Complaint General Release set forth above in Section 3, whether or not Kalimtgis’s claim(s) is/are otherwise valid, in addition to any other document by which rights and remedies that may be available, such lawsuit is to claim shall immediately be initiated; (ii) file dismissed with prejudice, the Complaint or other legal document by which the suit is commenced only provisions of this Agreement shall remain in the United States District Court for the Northern District of Georgia orfull force and effect, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee Kalimtgis shall be obligated to repay liable to the Company for all of the amounts paid to Employee pursuant to Section 2costs, unless any suit is solely brought under the ADEA. Furtherexpenses, should any party s▇▇ and attorneys’ fees incurred in defending against such lawsuit, arbitration, charge, complaint, or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall ceaseclaim.