Common use of General Release and Covenant Not to Xxx Clause in Contracts

General Release and Covenant Not to Xxx. As a material inducement to Company to enter into this Agreement and in consideration of the payments and benefits provided to Employee pursuant to paragraph 2(a) above, Employee releases and covenants not to xxx Company, its successors and assigns, its parents, subsidiaries or affiliates, and the directors, shareholders, officers, managers, employees and agents of these entities (the “Released Parties”) from any and all claims Employee has or may have, known or unknown, related to Employee’s employment or separation from employment with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any law (other than ADEA or OWBPA), constitution, statute, executive order, regulation, county, city or local ordinance; any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties); any right to continued employment or reemployment with Company; and any claim for additional compensation beyond what is offered in this Agreement. Likewise, Company releases and covenants not to xxx Employee from any and all claims Company has or may have, known or unknown, arising from Employee’s acts or omissions that he undertook in good faith in furtherance of his job duties with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any law, constitution, statute, executive order, regulation, county, city or local ordinance; and any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties). This general release and covenant not to xxx does not include or prevent either party from (a) seeking to enforce the terms of this Agreement; (b) filing a claim that arises from events taking place after the execution of this Agreement; (c) in Employee’s case, being involved in a matter before an administrative agency provided that Employee agrees that he shall not be entitled to any personal relief therein; (d) anything that by law cannot be released by this Agreement; (e) in Employee’s case, fully defending himself in any action instituted against him by any third party, including any past or present employee of Company (including, but not limited to, claims or counterclaims against such third party); or (f) in Employee’s case, any and all rights to indemnification and directors and officers insurance from the Company.

General Release and Covenant Not to Xxx. As a material inducement to Company to enter into this Agreement and in consideration of the payments and benefits provided to Employee pursuant to paragraph 2(a) above, Employee releases and covenants not to xxx Company, its successors and assigns, its parents, subsidiaries or affiliates, and the directors, shareholders, officers, managers, employees and agents of these entities (the “Released Parties”) from any and all claims Employee has or may have, known or unknown, related to Employee’s employment or separation from employment with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any law (other than ADEA or OWBPA), constitution, statute, executive order, regulation, county, city or local ordinance; any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties); any right to continued employment or reemployment with Company; and any claim for additional compensation beyond what is offered in this Agreement. Likewise, Company releases and covenants not to xxx Employee from any and all claims Company has or may have, known or unknown, arising from Employee’s acts or omissions that he undertook in good faith in furtherance of his job duties with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any law, constitution, statute, executive order, regulation, county, city or local ordinance; and any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties). This general release and covenant not to xxx does not include or prevent either party from (a) seeking to enforce The Executive hereby releases the terms Company and all of this Agreement; (b) filing a claim that arises from events taking place after the execution of this Agreement; (c) in Employee’s caseits past, being involved in a matter before an administrative agency provided that Employee agrees that he shall not be entitled to any personal relief therein; (d) anything that by law cannot be released by this Agreement; (e) in Employee’s casepresent, fully defending himself in any action instituted against him by any third party, including any past or present employee of Company and future affiliates (including, but not limited to, claims or counterclaims against such third partyany Group Company) and its and their respective officers, directors, shareholders, members, employees, successors and assigns (collectively referred to herein as the “Releasees”); or (f) in Employee’s case, jointly and severally, from any and all rights claims, known or unknown, which the Executive or the Executive’s heirs, successors or assigns have or may have against any Releasee arising on or prior to indemnification the Termination Date and directors any and officers insurance all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to claims for breach of contract and the Statutory Claims as set out in Schedule 1 (the “Statutory Claims”). This release is for any and all claims, including but not limited to claims arising from and during the Executive’s employment relationship with Releasees or as a result of the termination of such relationship. Notwithstanding any provision contained in this Release Agreement, this release is not intended to interfere with the Executive’s right to; disclose information which he is entitled to disclose under the sections 43A and 43B of the Employment Rights Xxx 0000, provided that the disclosure is made in accordance with the provisions of that Act and the Executive has complied with the Company’s policy (if any) from time to time in force regarding such disclosures; report a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or do or say anything that is required by Her Majesty’s Revenue and Customs (“HMRC”) and/or any other relevant authority or statutory body (a “Relevant Regulator”). For the purposes of this Release Agreement the Company, any company of which it is a Subsidiary (its holding company) and any Subsidiaries of the Company or of any such holding company and “Group” being construed accordingly (referred to herein as a “Group Company”).

General Release and Covenant Not to Xxx. As a material inducement to Company to enter into and the Shareholders hereby acknowledge and agree that the transactions contemplated by this Agreement are in the best interest of Company and each of the Shareholders. If the Closing occurs, as part of the agreements set forth herein and in consideration of Parent's and Merger Sub's agreements hereunder, to the payments fullest extent permitted by Law, each Shareholder hereby fully and benefits provided to Employee pursuant to paragraph 2(a) aboveforever releases, Employee releases remises, acquits and covenants not to xxx Companydischarges Merger Sub, its successors Surviving Corporation, Parent and assignstheir past, its parentspresent and future subsidiaries, subsidiaries or affiliatesofficers, and the directors, employees, shareholders, officersattorneys, managersagents, employees successors, assigns, representatives and agents other affiliates (collectively, the "Merger Sub Releasees") of these entities (the “Released Parties”) and from any and all claims Employee has or may have(as defined by Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of every name and nature, both at law and in equity, whether known or unknown, related that the Shareholders or any of them now have, ever had or may, at any time, claim to Employee’s employment have had against any of the Merger Sub Releasees or separation from employment with Company. This general their properties and assets (collectively, "Released Claims"); provided, however, that such release and covenant shall not to xxx includes, but is not limited to, any claim whatsoever relating apply to any violation breach by Parent or Merger Sub of its representations, warranties and agreements set forth in this Agreement or the Merger Agreements to which it is a party. To the fullest extent permitted under applicable Law, each Shareholder hereby waives, for the benefit of Parent, Merger Sub, Surviving Corporation and the other Merger Sub Releasees the benefits of any law (other than ADEA applicable Laws governing general releases or OWBPA)creditors rights. Furthermore, constitutionif Closing occurs, statute, executive order, regulation, county, city or local ordinance; any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties); any right to continued employment or reemployment with Company; and any claim for additional compensation beyond what is offered in this Agreement. Likewise, Company releases and each Shareholder hereby covenants not to xxx Employee from xxx, institute, cause to be instituted or in any and all claims Company has or may have, known or unknown, arising from Employee’s acts or omissions that he undertook in good faith in furtherance of his job duties with Company. This general release and covenant not to xxx includes, but is not limited toway participate in, any claim whatsoever relating legal or administrative proceeding against any Merger Sub Releasee with respect to any violation Released Claims; provided, however, that such covenant shall not apply to any breach by Parent or Merger Sub of its representations, warranties and agreements set forth in this Agreement or the Merger Agreements to which it is a party. Each Shareholder represents and warrants to the Merger Sub Releasees that they have not voluntarily or involuntarily assigned or suffered any transfer of any law, constitution, statute, executive order, regulation, county, city or local ordinance; and any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties). This general release and covenant not to xxx does not include or prevent either party from (a) seeking to enforce the terms of this Agreement; (b) filing a claim that arises from events taking place after the execution of this Agreement; (c) in Employee’s case, being involved in a matter before an administrative agency provided that Employee agrees that he shall not be entitled Released Claims to any personal relief therein; (d) anything that by law cannot be released by this Agreement; (e) in Employee’s caseother person or entity, fully defending himself in and agree to indemnify and hold harmless the Merger Sub Releasees from and against any action instituted against him by any third partyloss, including any past or present employee of Company damage, liability, cost and expense (including, but not limited to, claims attorneys' fees incurred in connection therewith or counterclaims against such third party); in connection with enforcing this indemnity) asserted against, imposed on or (f) in Employee’s case, incurred by the Merger Sub Releasees by reason of any and all rights to indemnification and directors and officers insurance from of the Company.foregoing which were effectively or purportedly assigned or transferred by the Shareholders. ARTICLE 12

General Release and Covenant Not to Xxx. As a material inducement to Company to enter into this Agreement and I, XXXXXXX X. XXXXX, in consideration of and subject to the payments terms and benefits provided to Employee pursuant to paragraph 2(a) aboveconditions set out in the separation and consulting agreement dated June 29, Employee releases and covenants not to xxx Company, its successors and assigns, its parents, subsidiaries or affiliates, and the directors, shareholders, officers, managers, employees and agents of these entities 2010 (the “Released PartiesSeparation and Consulting Agreement”) from any to which this General Release and all claims Employee has or may haveCovenant Not to Xxx (the “General Release”) is attached, known or unknown, related to Employee’s employment or separation from employment with Company. This general do hereby release and forever discharge and covenant not to xxx Omnicare, Inc. and its subsidiaries, affiliates, their directors, members, officers, executives, agents, stockholders, and its or their affiliates, successors and assigns (both individually and in their official capacities) (the “Releasees”), from any and all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities whatsoever, which I ever had, now have or which my heirs, executors, administrators and assigns, or any of them hereafter can, shall or may have by reason of my employment with or severance of my employment from Omnicare, Inc. and its affiliates as of the effective date of the Separation and Consulting Agreement and this General Release. By signing this General Release, I am providing a complete waiver of all claims against the Releasees that may have arisen, whether known or unknown, up until and including the effective date of this General Release. This includes, but is not limited to, claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act), the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974 (except as provided below), and all applicable amendments to the foregoing acts and laws, or any claim common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever relating to any violation on the terms and conditions of my employment and the cessation thereof. This General Release shall not, however, constitute a waiver of any law of my rights under (other than i) the Separation and Consulting Agreement, (ii) any employee benefit plan, program or arrangement of Omnicare, Inc., or (iii) any claims to enforce rights arising under the ADEA or OWBPA)other civil rights statute after I have signed the Separation and Consulting Agreement and this General Release. I further agree, constitutionpromise and covenant that, statuteto the maximum extent permitted by law neither, executive orderI, regulationnor any person, countyorganization, city or local ordinance; any common law claim (e.g.other entity acting on my behalf has or will file, charge, claim, xxx, or cause or permit to be filed, charged or claimed, any tort action for damages or breach other relief (including injunctive, declaratory, monetary or other relief) against the Releasees involving any matter occurring in the past up to and including the date of this General Release, or involving or based upon any contractual claims, demands, causes of action, obligations, representations damages or warranties); liabilities which are the subject of this General Release. This General Release shall not affect my rights under the Older Workers Benefit Protection Act to have a judicial determination of the validity of this General Release and does not purport to limit any right I may have to file a charge under the ADEA or other civil rights statute or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or other investigative agency. This General Release does, however, waive and release any right to continued employment recover damages under the ADEA or reemployment other civil rights statute. I have been given but declined twenty-one (21) days to review the Separation and Consulting Agreement and this General Release and have been given the opportunity to consult with Company; legal counsel, and I have signed the Separation and Consulting Agreement and I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects, and I voluntarily accept the benefits and consulting fee provided for in the Separation and Consulting Agreement for the purpose of making full and final settlement of all claims referred to above. If I have signed this General Release prior to the expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I have seven days after execution to revoke this General Release, and that this General Release will not become effective if I exercise my right to revoke my signature within seven (7) days of execution. I acknowledge that I have not relied on any representations or statements not set forth in the Separation and Consulting Agreement or this General Release. I will not disclose the contents or substance of the Separation and Consulting Agreement or this General Release to anyone except my immediate family and any claim for additional compensation beyond what is offered tax, legal or other counsel I have consulted regarding the meaning or effect hereof, and I will instruct each of the foregoing not to disclose the same. The Separation and Consulting Agreement and this General Release will be governed by and construed in accordance with the laws of the State of Delaware. If any provision in this Agreement. LikewiseGeneral Release is held invalid or unenforceable for any reason, Company releases and covenants the remaining provisions shall be construed as if the invalid or unenforceable provision had not to xxx Employee from any and all claims Company has or may have, known or unknown, arising from Employee’s acts or omissions that he undertook in good faith in furtherance of his job duties with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any law, constitution, statute, executive order, regulation, county, city or local ordinance; and any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties). This general release and covenant not to xxx does not include or prevent either party from (a) seeking to enforce the terms of this Agreement; (b) filing a claim that arises from events taking place after the execution of this Agreement; (c) in Employee’s case, being involved in a matter before an administrative agency provided that Employee agrees that he shall not be entitled to any personal relief therein; (d) anything that by law cannot be released by this Agreement; (e) in Employee’s case, fully defending himself in any action instituted against him by any third party, including any past or present employee of Company (including, but not limited to, claims or counterclaims against such third party); or (f) in Employee’s case, any and all rights to indemnification and directors and officers insurance from the Companybeen included.

General Release and Covenant Not to Xxx. As a material inducement to Company to enter into this Agreement For and in consideration of the payments terms of the Agreement between Burlington Northern Santa Fe Corporation and benefits provided its affiliates and _____________dated _____________, _____, (“Agreement”), the undersigned (i) does hereby agree to Employee pursuant comply with the restrictions applicable to paragraph 2(ame under the change in control agreement dated ________ between Burlington Northern Santa Fe Corporation and me (as well as any other restrictions applicable to me) aboveafter my termination of employment, Employee releases and covenants not to xxx Company(ii) does hereby fully waive, release, acquit, and forever discharge Burlington Northern Santa Fe Corporation and any and all of its successors and assigns, its parents, subsidiaries or affiliates, and the directorsdivisions, shareholderssubsidiaries, benefit plans, officers, managersdirectors, employees stockholders, agents, advisors, fiduciaries, administrators, and agents employees, or any of these entities (the “Released Parties”) their successors or assigns, from any and all claims, demands or causes of action, including but not limited to any claims Employee has for merger protection benefits pursuant to the Interstate Commerce Commission decision in the Northern Lines, BNSF, or may haveFrisco merger proceedings, claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000(e), et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq., the Federal Employers’ Liability Act, and any other federal, state or local law, order, regulation, common law, contract or collective bargaining agreement, which relates to my employment or cessation of employment by Burlington Northern Santa Fe Corporation and its affiliates; provided however that the undersigned does not waive enforcement of rights to any benefits provided or extended pursuant to the terms of the Agreement or to assert any counterclaims in response to any litigation initiated by BNSF Corporation against me. The undersigned specifically waives all claims, whether past or present, known or unknown, related and whether or not in litigation, which I, or acting on my behalf, my heirs, successors, executors, administrators or assigns, may have based on any action, omission or event occurring prior to Employee’s employment or separation from employment with Companythis date. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any law (other than ADEA or OWBPA), constitution, statute, executive order, regulation, county, city or local ordinance; any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties); any right to continued employment or reemployment with Company; and any claim for additional compensation beyond what is offered Included in this Agreement. Likewise, Company releases and covenants not to xxx Employee from Release are any and all claims Company has or may have, known or unknown, for future damages allegedly arising from Employee’s acts or omissions that he undertook in good faith in furtherance the alleged continuation of his job duties with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation the effects of any lawpast action, constitutionomission or event. I acknowledge that (i) I have read the Agreement including this General Release and Covenant Not to Xxx (“Release”); (ii) I am advised by the Corporation to consult, statuteand have had the opportunity to consult, executive order, regulation, county, city or local ordinance; an attorney about the meaning and any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties). This general release and covenant not to xxx does not include or prevent either party from (a) seeking to enforce the terms effect of this Agreement and Release; (iii) I have had sufficient time, and at least 45 days, to consider and fully understand the meaning and effect of signing this Agreement and Release; (iv) I have 7 days after signing to change my mind and revoke my acceptance by so notifying __________________________; (v) this Agreement and Release will not become effective and enforceable until that 7-day period has passed; (vi) I am not otherwise entitled to the benefits of the Agreement; (bvii) filing a claim that arises from events taking place after I am not relying on any written or oral statement or promise other than as set out in the execution Agreement and Release; and (viii) this Agreement and Release shall be governed by and construed in accordance with the laws of the State of Texas. This General Release and Covenant Not to Xxx is executed knowingly and voluntarily, for adequate consideration, and is irrevocable and binding upon the undersigned. ACCEPTED AND AGREED TO this Agreement; (c) in Employeeday of ____, 20___: Person’s case, being involved in a matter before an administrative agency provided that Employee agrees that he shall not be entitled to any personal relief therein; (d) anything that by law cannot be released by this Agreement; (e) in Employee’s case, fully defending himself in any action instituted against him by any third party, including any past or present employee of Company (including, but not limited to, claims or counterclaims against such third party); or (f) in Employee’s case, any and all rights to indemnification and directors and officers insurance from the Company.Name: Signature: