Executive Release. (a) The Executive, on behalf of himself, his heirs, beneficiaries, transferees, executors, administrators and legal representatives (collectively, the “Executive Parties”), irrevocably and unconditionally releases, waives, and forever discharges each of the TPG Entities, and each of the directors, officers, partners, employees, consultants, and representatives of each of the TPG Entities (collectively, the “TPG Released Parties”), from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character, whether known or unknown, whether now existing or hereafter arising, at law or in equity that arise out of or relate to: the Employment Agreement; any other TPG Arrangement; your equity grant documentation; the Executive’s services for any TPG Entity; or the termination of any such services (collectively, “Released Claims”) that the Executive may have, or may have had at any time in the past, including without limitation any such Released Claims that are based on Title VII of the Civil Rights Act of 1964; the Americans With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the TPG Released Parties); the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; Texas Labor Code, including the Texas Commission on Human Rights and Section 451.001 of the Texas Workers’ Compensation Act; the National Labor Relations Act; the Immigration Reform and Control Act; the California Constitution; the California Fair Employment and Housing Act; the California Civil Code; the California Labor Code; any common law, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance. In addition, the Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code section 1542 and do so understanding and acknowledging the significance of such specific waiver of section 1542. Section 1542 states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”. Thus, notwithstanding the provisions of section 1542, and for the purpose of implementing a full and complete release and discharge of the TPG Released Parties, you expressly acknowledge that this Release is intended to include in its effect, without limitation, all Released Claims that the Executive does not know or suspect to exist in the Executive’s favor at the time of execution hereof, and that this Release extinguishes all such Released Claims. (b) Notwithstanding the foregoing, the release granted under Section 1(a) specifically excludes: (i) any rights to unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable law; (ii) any violation of any federal, state or local statutory and/or public policy right or entitlement that, by applicable law, may not be waived; (iii) any rights of the Executive Parties that arise under, or are preserved by, the Employment Agreement, the Governance Documents or any TPG Arrangement; (iv) any Claim for indemnification or under any directors and officers insurance policy; (v) any Claim that is based on the rights of any of the Executive Parties as an equity holder in TPG; and (vi) any Claim that is based on criminal misconduct or willful gross misconduct; and (vii) any Claim that is based on any act or omission that occurs after the date the Executive executes and delivers this Release. (c) In addition to the foregoing, nothing in this Release shall prevent or prohibit the Executive from filing a claim with a government agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the government. However, the Executive understands that, because he is waiving and releasing all claims “for monetary damages and any other form of personal relief”, the Executive may only seek and receive non-personal forms of relief through any such claim. (d) The Executive agrees to promptly indemnify and hold each of the TPG Released Parties harmless from any liabilities, costs or obligations with respect to any Claim that is covered by the release set forth in this Section 1 but is nonetheless brought by any Executive Party against any TPG Released Party (including, without limitation, any attorney’s fees or other charges incurred in defending against any such Claim).
Appears in 2 contracts
Sources: Employment Agreement (TPG Inc.), Employment Agreement (TPG Partners, LLC)
Executive Release. (a) The Executive, on behalf of himself, his heirs, beneficiaries, transferees, executors, administrators and legal representatives (collectively, the “Executive Parties”), irrevocably and unconditionally releases, waives, and forever discharges each of the TPG Entities, and each of the directors, officers, partners, employees, consultants, and representatives of each of the TPG Entities (collectively, the “TPG Released Parties”), from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character, whether known or unknown, whether now existing or hereafter arising, at law or in equity that arise out of or relate to: the Employment Agreement; any other TPG Arrangement; your equity grant documentation; the Executive’s services for any TPG Entity; or the termination of any such services (collectively, “Released Claims”) that the Executive may have, or may have had at any time in the past, including without limitation any such Released Claims that are based on Title VII of the Civil Rights Act of 1964; the Americans With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the TPG Released Parties); the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; Texas Labor Code, including the Texas Commission on Human Rights and Section 451.001 of the Texas Workers’ Compensation Act; the National Labor Relations Act; the Immigration Reform and Control Act; the California Constitution; the California Fair Employment and Housing Act; the California Civil Code; the California Labor Code; any common law, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance. In addition, the Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code section 1542 and do so understanding and acknowledging the significance of such specific waiver of section 1542. Section 1542 states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”. Thus, notwithstanding the provisions of section 1542, and for the purpose of implementing a full and complete release and discharge of the TPG Released Parties, you expressly acknowledge that this Release is intended to include in its effect, without limitation, all Released Claims that the Executive does not know or suspect to exist in the Executive’s favor at the time of execution hereof, and that this Release extinguishes all such Released Claims.
(b) Notwithstanding the foregoing, the release granted under Section 1(a) specifically excludes:
(i) any rights to unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable law;
(ii) any violation of any federal, state or local statutory and/or public policy right or entitlement that, by applicable law, may not be waived;
(iii) any rights of the Executive Parties that arise under, or are preserved by, the Employment Agreement, the Governance Documents or any TPG Arrangement;
(iv) any Claim that is based on criminal misconduct or willful gross misconduct; and
(v) any Claim for indemnification or under any directors and officers insurance policy;
(vvi) any Claim that is based on the rights of any of the Executive Parties as an equity holder in TPG; and
(vi) any Claim that is based on criminal misconduct or willful gross misconduct; and;
(vii) any Claim that is based on any act or omission that occurs after the date the Executive executes and delivers this Release.
(c) In addition to the foregoing, nothing in this Release shall prevent or prohibit the Executive from filing a claim with a government agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the government. However, the Executive understands that, because he is waiving and releasing all claims “for monetary damages and any other form of personal relief”, the Executive may only seek and receive non-personal forms of relief through any such claim.
(d) The Executive agrees to promptly indemnify and hold each of the TPG Released Parties harmless from any liabilities, costs or obligations with respect to any Claim that is covered by the release set forth in this Section 1 but is nonetheless brought by any Executive Party against any TPG Released Party (including, without limitation, any attorney’s fees or other charges incurred in defending against any such Claim).
Appears in 2 contracts
Sources: Employment Agreement (TPG Inc.), Employment Agreement (TPG Partners, LLC)
Executive Release. Employee, ON BEHALF OF HERSELF, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HER CONTROL (a) The ExecutiveTOGETHER, on behalf of himself, his heirs, beneficiaries, transferees, executors, administrators and legal representatives (collectively, the THE “Executive PartiesEMPLOYEE PARTIES”), irrevocably HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective affiliates, parent, subsidiaries, predecessors, successors and unconditionally releasesassigns and their respective past and present stockholders, waivesmembers, and forever discharges each of the TPG Entities, and each of the directors, officers, partners, employees, consultantsagents, representatives, principals, insurers and representatives of each of the TPG Entities attorneys (collectively, together the “TPG Released Company Parties”), ) from any and all claims, actionsdemands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, rightsKNOWN OR UNKNOWN, judgmentsCONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, obligationsand WHETHER OR NOT ACCRUED OR MATURED, damageswhich any of them have or may have, demands, accountings or liabilities of whatever kind or character, whether known or unknown, whether now existing or hereafter arising, at law or in equity that arise arising out of or relate relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to: , any claim against the Employment Agreement; any other TPG Arrangement; your equity grant documentation; the Executive’s services for any TPG Entity; Company Parties based on, relating to or the termination arising under wrongful discharge, breach of any such services contract (collectivelywhether oral or written), “Released Claims”) that the Executive may havetort, or may have had at any time in the pastfraud (including fraudulent inducement into this Release), including without limitation any such Released Claims that are based on defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964; , as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans With with Disabilities Act; , Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act; application of Section 409A of the Equal Pay Act; Internal Revenue Code of 1986, as amended, the Family and Medical Leave Act; , the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the TPG Released Parties); the Occupational Safety and Health Fair Labor Standards Act; the Worker Adjustment and Retraining Notification Act; Texas Labor Code, including the Texas Commission on Human Rights and Section 451.001 of the Texas Workers’ Compensation Act; the National Labor Relations Act; , the Uniformed Services Employment and Reemployment Rights Act of 1994, the Immigration Reform and Control Act; , the California Constitution; Genetic Information Non-Discrimination Act, and the California Fair Employment Equal Pay Act, as well as all federal and Housing Act; the California Civil Code; the California Labor Code; any common lawstate executive orders including Executive Order 11246, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance. In addition, the Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code section 1542 and do so understanding and acknowledging the significance of such specific waiver of section 1542. Section 1542 states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”. Thus, notwithstanding the provisions of section 1542, and for the purpose of implementing a full and complete release and discharge of the TPG Released Parties, you expressly acknowledge that this Release is intended to include in its effect, without limitation, all Released Claims that the Executive does not know or suspect to exist in the Executive’s favor at the time of execution hereof, and that this Release extinguishes all such Released Claims.
(b) Notwithstanding the foregoing, the release granted under Section 1(a) specifically excludes:
(i) any rights to unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable law;
(ii) any violation of any federal, state or local statutory and/or public policy right law relating to employment or entitlement thatdiscrimination in employment) arising out of or relating to Employee’s employment by the Company or her services as an officer or employee of the Company or any of its subsidiaries, by applicable lawor otherwise relating to the termination of such employment or the Agreement (collectively, may “Claims”); provided, however, such general release will not be waived;
limit or release the Company Parties from their respective obligations (i) under the Agreement that expressly survives termination of employment, (ii) under the Company’s benefit plans and agreements that expressly survive termination of employment, including without limitation the Company’s equity incentive plans, or (iii) any rights in respect of Employee’s services as an officer or director of the Executive Parties that arise under, or are preserved by, the Employment Agreement, the Governance Documents Company or any TPG Arrangement;
of its subsidiaries, pursuant to any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (ivor like constitutive documents) any Claim for indemnification of the Company or under any directors and officers insurance policy;
(v) any Claim that is based on the rights of any of the Executive Parties as an equity holder in TPG; and
(vi) any Claim its subsidiaries. Employee, ON BEHALF OF HERSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that is based on criminal misconduct no other person or willful gross misconduct; and
(vii) any Claim that is based on any act or omission that occurs after the date the Executive executes and delivers this Release.
(c) In addition entity has initiated or, to the foregoingextent within her control, nothing in this Release shall prevent or prohibit the Executive from filing a claim with a government agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the government. However, the Executive understands that, because he is waiving and releasing all claims “for monetary damages and any other form of personal relief”, the Executive may only seek and receive non-personal forms of relief through will initiate any such claimproceeding on her or their behalf.
(d) The Executive agrees to promptly indemnify and hold each of the TPG Released Parties harmless from any liabilities, costs or obligations with respect to any Claim that is covered by the release set forth in this Section 1 but is nonetheless brought by any Executive Party against any TPG Released Party (including, without limitation, any attorney’s fees or other charges incurred in defending against any such Claim).
Appears in 1 contract
Executive Release. (a) The ExecutiveExcept as described in paragraph 9 herein, on behalf of himself, his heirs, beneficiaries, transferees, executors, administrators Executive knowingly releases and legal representatives (collectively, the “Executive Parties”), irrevocably and unconditionally releases, waives, and forever discharges each of the TPG Entities, and each of the directors, officers, partners, employees, consultants, and representatives of each of the TPG Entities (collectively, the “TPG Released Parties”), Employer from any and all claims, actions, causes of action, rightssuits, judgmentscharges, obligationsdamages and demands whatsoever, damagesin law or equity, demandswhich Executive ever had, accountings has or liabilities of whatever kind hereafter may have against Employer, directly or characterindirectly, whether known or unknown, whether now existing or hereafter arising, at law or in equity from the beginning of his employment to the date of this Agreement. Executive acknowledges that arise this RELEASE includes all claims arising out of or relate to: the Employment Agreement; any other TPG Arrangement; your equity grant documentation; the Executive’s services for any TPG Entity; or , his employment and the termination of any such services (collectivelythat employment, “Released Claims”) that the Executive may havewhether before courts, administrative agencies, or may have had at any time in the pastother forums wherever situated, including without limitation any such Released Claims that are based on including, but not limited to, all claims under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended; the Rehabilitation Act of 1973; Sections 1981 through 1988 of Title 42 of the United States Code; the Americans With with Disabilities Act, as amended; the Fair Labor Standards Act; the National Labor Relations Act, as amended; the Equal Pay Act; the Family and Medical Leave Act, as amended; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the TPG Released PartiesERISA); the Occupational Safety and Health Act, as amended; the New York Human Rights Law; the New York Labor Law; the Worker Adjustment Retraining and Retraining Notification Act; Texas Labor Code, including the Texas Commission on Human Rights and Section 451.001 of the Texas Workers’ Compensation ActAct (WARN); the National Labor Relations Act; the Immigration Reform and Control Act; the California New York Constitution; the California Fair Employment and Housing Act; the California Civil Labor Code; the California Labor CodeEqual Pay Law; the California Family Rights Act; the California Civil Rights Act; the California Worker Adjustment and Retraining Notification Act; the California Paid Sick Leave Law; the California Constitution; the nondiscrimination and/or retaliation provisions of the California and New York Workers’ Compensation Law; any common lawamendments to any such applicable law and/or statute, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance. In addition, the Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code section 1542 and do so understanding and acknowledging the significance of such specific waiver of section 1542. Section 1542 states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”. Thus, notwithstanding the provisions of section 1542, and for the purpose of implementing a full and complete release and discharge of the TPG Released Parties, you expressly acknowledge that this Release is intended to include in its effect, without limitation, all Released Claims that the Executive does not know or suspect to exist in the Executive’s favor at the time of execution hereof, and that this Release extinguishes all such Released Claims.
(b) Notwithstanding the foregoing, the release granted under Section 1(a) specifically excludes:
(i) any rights to unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable law;
(ii) any violation of any federal, state or local statutory and/or public policy right or entitlement thatemployment laws and regulations, by applicable law, may not be waived;
(iii) any rights the federal common law and the common law of the Executive Parties that arise underStates of California and New York, including, but not limited to, claims of express or are preserved byimplied contract, wrongful discharge, defamation, slander, intentional and negligent infliction of emotional distress, and all claims for attorneys’ fees, costs and expenses, and any other claims arising out of or related to the Employment Agreement, Executive’s employment with Employer, and the Governance Documents termination of that employment; provided, however, that this shall not affect Executive’s right to enforce the terms of this Agreement or to any TPG Arrangement;
(iv) any Claim for indemnification or vested accrued benefit to which they are entitled under any directors and officers insurance policy;
(v) employee benefit plan subject to ERISA. This release provision shall be construed to release all claims to the full extent allowed by law. If any Claim that term or provision of this paragraph is based on declared unenforceable by a court or other tribunal of competent jurisdiction, it shall not adversely affect the rights of any enforceability of the Executive Parties as an equity holder in TPG; and
(vi) any Claim that is based on criminal misconduct or willful gross misconduct; and
(vii) any Claim that is based on any act or omission that occurs after the date the Executive executes and delivers remainder of this Releaseparagraph.
(c) In addition to the foregoing, nothing in this Release shall prevent or prohibit the Executive from filing a claim with a government agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the government. However, the Executive understands that, because he is waiving and releasing all claims “for monetary damages and any other form of personal relief”, the Executive may only seek and receive non-personal forms of relief through any such claim.
(d) The Executive agrees to promptly indemnify and hold each of the TPG Released Parties harmless from any liabilities, costs or obligations with respect to any Claim that is covered by the release set forth in this Section 1 but is nonetheless brought by any Executive Party against any TPG Released Party (including, without limitation, any attorney’s fees or other charges incurred in defending against any such Claim).
Appears in 1 contract
Executive Release. In consideration of the obligations the Company in Section 4(c) of the Employment Agreement and General Release between Executive and the Company dated August 6, 2002 (athe "August Agreement") The and as a material inducement to the Company to enter into this Agreement, Executive, on behalf of himselfExecutive, his Executive's heirs, beneficiaries, transfereesestate, executors, administrators administrators, successors and legal representatives (collectivelyassigns, the “Executive Parties”), does hereby irrevocably and unconditionally releasesrelease, waives, acquit and forever discharges discharge each of the TPG Entities, and each of the directors, officers, partners, employees, consultants, and representatives of each of the TPG Entities Releasees (collectively, the “TPG Released Parties”), as defined below) from any and all claims, actions, causes of action, rightssuits, judgmentsdebts, administrative or agency charges, dues, sums of money, accounts, claims, reckonings, complaints, liabilities, obligations, agreements, promises, damages, demands, accountings or liabilities judgments, options, shares, controversies, variances, trespasses, costs, losses, expenses and legal fees and expenses of whatever kind or characterany nature whatsoever, whether known or unknown, whether suspected or unsuspected, which Executive or Executive's heirs, estate, executors, administrators, successors and assigns ever had, now existing have or hereafter arisingcan, at law shall or in equity that arise may have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement, whether or not arising out of or relate in connection with Executive's employment or termination of employment, including but not limited to: any and all rights and claims under federal, state or local laws, regulations or requirements, the Age Discrimination in Employment Agreement; any other TPG Arrangement; your equity grant documentation; Act, the Executive’s services for any TPG Entity; or the termination of any such services (collectivelyAmericans with Disabilities Act, “Released Claims”) that the Executive may have, or may have had at any time in the past, including without limitation any such Released Claims that are based on Title VII of the Civil Rights Act Act, Section 1981 of 1964; Title 42 of the Americans With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; United States Code, the Family and Medical Leave Act; , the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the TPG Released Parties); the Occupational Safety and Health Act; the Worker Workers Adjustment and Retraining Notification Act; Texas , the laws of the State of New York and all localities therein, the laws of the State of New Jersey and all localities therein, the constitution of the States of New York and New Jersey, the New York Labor CodeLaw, the New York State Executive Law (including the Texas Commission on New York State's Human Rights Law), any and Section 451.001 of the Texas Workers’ Compensation Act; the National Labor Relations Act; the Immigration Reform and Control Act; the California Constitution; the California Fair Employment and Housing Act; the California Civil Code; the California Labor Code; any common law, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance. In addition, the Executive expressly waives and relinquishes all rights and benefits afforded claims relating to defamation, discrimination (on the basis of sex, race, color, national origin, religion, age, disability or otherwise), workers' compensation, fraud, misrepresentation, breach of contract, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, negligence, tort claims, implied or express, claims of fraudulent inducement, retaliation, wrongful termination, severance, pension, wrongful employment practices or relating to Executive's employment with, or separation of employment from, the Company, any and all rights and claims under any and all employment agreements, arrangements or offer letters (including but not limited to the Employment Agreement referencing an execution date of November 18, 1996, as amended by California Civil Code section 1542 (x) Amendment No. 1 to Employment Agreement referencing an execution date of October 21, 1998, (y) Amendment No. 2 to Employment Agreement referencing an execution date of November 2, 1999 and do so understanding (z) Amendment No. 3 to Employment Agreement referencing an execution date of November 1, 2001 and acknowledging the significance of such specific waiver of section 1542. Section 1542 states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEAugust Agreement (collectively, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”. Thusthe "Prior Agreements")), notwithstanding the provisions of section 1542, any and for the purpose of implementing a full and complete release and discharge of the TPG Released Parties, you expressly acknowledge that this Release is intended all rights to include in its effect, without limitation, all Released Claims that the Executive does not know options or suspect to exist other equity interests in the Executive’s favor at the time Company or any of execution hereof, and that this Release extinguishes all such Released Claims.
(b) Notwithstanding the foregoing, the release granted its Affiliates or any other rights or claims arising under Section 1(a) specifically excludes:
(i) any rights to unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable law;
(ii) any violation of any federal, state or local statutory and/or public policy right or entitlement that, by applicable law, may not be waived;
(iii) any rights of the Executive Parties that arise understatute, regulation or are preserved by, the Employment Agreement, the Governance Documents or any TPG Arrangement;
(iv) any Claim for indemnification or under any directors case law except and officers insurance policy;
(v) any Claim that is based on the rights of any of the Executive Parties as an equity holder in TPG; and
(vi) any Claim that is based on criminal misconduct or willful gross misconduct; and
(vii) any Claim that is based on any act or omission that occurs after the date the Executive executes and delivers this Release.
(c) In addition only to the foregoing, nothing limited extent otherwise expressly provided in this Release shall prevent or prohibit the Executive from filing a claim with a government agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the government. However, the Executive understands that, because he is waiving and releasing all claims “for monetary damages and any other form of personal relief”, the Executive may only seek and receive non-personal forms of relief through any such claim.
(d) The Executive agrees to promptly indemnify and hold each of the TPG Released Parties harmless from any liabilities, costs or obligations with respect to any Claim that is covered by the release set forth in this Section 1 but is nonetheless brought by any Executive Party against any TPG Released Party (including, without limitation, any attorney’s fees or other charges incurred in defending against any such ClaimParagraph 1(a).
Appears in 1 contract