Release Requirement; Continuing Obligations Clause Samples
The "Release Requirement; Continuing Obligations" clause defines the conditions under which one party is released from certain responsibilities or liabilities, while specifying which obligations continue to apply even after the release. In practice, this clause may state that upon fulfillment of specific terms—such as payment or completion of services—a party is discharged from further claims, but certain duties like confidentiality or indemnification remain in effect. Its core function is to clearly delineate the end of most obligations while ensuring that essential ongoing responsibilities are preserved, thereby preventing future disputes over what duties survive the termination or completion of an agreement.
Release Requirement; Continuing Obligations. Any obligation of the Company to pay any amount set forth in Section 6.2(a), (b), (c), or (d) is conditioned upon, and the timing of which such amounts (if any) are and become payable is subject to, Executive: (i) timely signing and returning to the Company (and not revoking within any time provided by the Company to do so), in the time provided by the Company to do so, a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form substantially similar to that attached as Exhibit A to this Agreement (the “Release”), that is delivered to Executive no later than five (5) business days following the Termination Date, and (ii) Executive’s continued compliance with the terms of this Agreement that survive termination of Executive’s employment, including, without limitation, the continuing terms of Section 7. If, following a termination of employment that gives Executive a right to Severance Benefits under Section 6.2, Executive violates in any material respect any of the covenants in Section 7 or otherwise violates terms of the Release, Executive will have no further right or claim to any payments or other benefits to which Executive may otherwise be entitled under Section 6.2 from and after the date on which Executive engages in such activities and the Company will have no further obligations with respect to such payments or benefits, and the covenants in Section 7 will nevertheless continue in full force and effect. For avoidance of doubt, the following will not be deemed to be a termination “without Cause”: (a) the transfer of Executive’s employment to another member of the Company Group, provided such member assumes and agrees to be bound by this Agreement; or (b) the transfer of Executive’s employment to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, provided such successor or assign assumes and agrees to be bound by this Agreement.
Release Requirement; Continuing Obligations. Any obligation of the Company to pay an amount set forth in Section 5.2(a), (b), (c), or (d) is conditioned upon Executive timely signing and returning to the Company (and not revoking) a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form substantially similar to that attached as Exhibit A to this Agreement (the “Release”), and on Executive’s continued compliance with his obligations to the Company and its affiliates that survive termination of his employment, including, without limitation, continuing obligations under Section 6. The Release must be signed and become irrevocable on or before the date that is 52 days after the Termination Date. If Executive does not sign (and not revoke) the Release within such 52-day period, Executive shall not be paid any amount set forth in Section 5.2(a), (b), (c), or (d). For avoidance of doubt, the following termination events will not be deemed to be a termination “without Cause”: (a) Executive’s death; (b) Executive’s termination of employment on account of Executive’s Disability (as defined in Section 8.2); (c) the transfer of Executive’s employment to another member of the Company Group, provided such member assumes and agrees to be bound by this Agreement; or (d) the transfer of Executive’s employment to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, provided such successor or assign assumes and agrees to be bound by this Agreement.
Release Requirement; Continuing Obligations. Any obligation of the Company to pay any amount set forth in Section 3(b)(ii) or (iii) is conditioned upon, and the timing of which such amounts (if any) are and become payable is subject to, Employee: (i) signing and returning to the Company (and not revoking within any time provided by the Company to do so), in the time provided by the Company to do so, a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form substantially similar to that attached as Exhibit A to this Agreement (the “Release”), which Release shall be delivered to Employee by the Company no later than five (5) business days following the Termination Date, and (ii) Employee’s continued compliance with the terms of this Agreement that survive termination of Employee’s employment, including, without limitation, the provisions of Section 4 below. If, following a termination of employment that gives Employee a right to Severance Benefits under Section 3(b)(ii) or (iii), Employee violates any provision of Section 4 of this Agreement, Employee will have no further right or claim to any payments or other benefits to which Employee may otherwise be entitled under Section 3(b)(ii) or (iii) from and after the date on which Employee engages in such activities and the Company will have no further obligations with respect to such payments or benefits, and Section 4 of this Agreement will nevertheless continue in full force and effect.
Release Requirement; Continuing Obligations. Any obligation of the Company to pay an amount set forth in Section 5.2(a), (b), or (c) is conditioned upon Employee timely signing and returning to the Company (and not revoking) a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form substantially similar to that attached as Exhibit A to this Agreement (the “Release”), and on Employee’s continued compliance with his obligations to the Company and its affiliates that survive termination of his employment, including, without limitation, continuing obligations under Section 6.
Release Requirement; Continuing Obligations. Any obligation of the Company to pay any amount set forth in Section 5.2(a), (b), (b)(c), or (c)(d) is conditioned upon Executive: (i) timely signing and returning to the Company (and not revoking within any time provided by the Company to do so), in the time provided by the Company to do so, a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form substantially similar to that attached as Exhibit A to this Agreement (the “Release”), and (ii) Executive’s continued compliance with the terms of this Agreement that survive termination of Executive’s employment, including, without limitation, the continuing terms of