Common use of General Release and Waiver of Claims Clause in Contracts

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 2 contracts

Samples: Employment Agreement (Cedar Fair L P), Employment Agreement (Cedar Fair L P)

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General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementthis Release, the Employee, on behalf of himself Executive and his his/her heirs, executors, representatives, agents, insurers, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasors), hereby agrees to ) irrevocably and unconditionally fully and forever waive, release and forever discharge the Company and its pastEmployer Group, present and future affiliates and related entitiesincluding each member of the Employer Group’s parents, parent and subsidiary corporationssubsidiaries, divisions, shareholdersaffiliates, predecessors, currentsuccessors and assigns, former and future all of their respective officers, directors, employees, trusteesshareholders, fiduciariesand partners, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the EmployeeExecutive’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeRelease, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims arising under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Rights Genetic Information Nondiscrimination Act of 19642008, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federalFederal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or and (ii) any other federaltort, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimscontract and/or quasi-contract law, including but not limited to actions in tortclaims of wrongful discharge, defamation and breach defamation, emotional distress, tortious interference with contract, invasion of contract; any claim privacy, nonphysical injury, personal injury or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness or any federalother harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or local statute or ordinance unemployment laws; (iii) indemnification rights the Executive has against the Employer, (iv) claims under the Executive Employment Agreement between the Executive and the Employer dated June , 2017, and/or (v) any other claims that cannot expressly referenced above; and any and all claims for counsel fees and costbe waived by law.

Appears in 2 contracts

Samples: Executive Employment Agreement (Berry Petroleum Corp), Executive Employment Agreement (Berry Petroleum Corp)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(bSection 6.2(a), (db), and (e)]1/[Sections 6.1(dc), or (d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment AgreementAgreement (or any portion thereof), the Employee, Executive on behalf of himself Executive and his Executive’s heirs, executors, representatives, agents, insurers, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasors), hereby agrees to ) irrevocably and unconditionally fully and forever waive, release and forever discharge the Company Company, each of its subsidiaries and its past, present and future other corporate affiliates and related entitieseach of their respective executives, parent officers, directors, owners, shareholders and subsidiary corporationsagents (collectively referred to herein as the “Employer Group”), divisionsincluding each member of the Employer Group’s parents, shareholderssubsidiaries, affiliates, predecessors, currentsuccessors and assigns, former and future all of their respective officers, directors, employees, trusteesshareholders, fiduciariesand partners, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the EmployeeExecutive’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeRelease, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims arising under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Rights Genetic Information Nondiscrimination Act of 19642008, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family California Fair Employment and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Housing Act, 15 U.S.C. §1681 et seq.; as amended, and/or any other federal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or and (ii) any other federaltort, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimscontract and/or quasi-contract law, including but not limited to actions claims of wrongful discharge (including wrongful termination in tortviolation of public policy), defamation and defamation, emotional distress, tortious interference with contract, breach of contractthe implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any claim other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or damage arising out of Employee’s employment communication with any governmental or separation from the Company Released Parties regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a claim Governmental Authority for retaliation) under information provided to any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costGovernmental Authority.

Appears in 2 contracts

Samples: Executive Employment Agreement (Berry Corp (Bry)), Executive Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(daccordance with Section 4(b)(ii) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, in exchange for the Employeeconsideration provided for in this Agreement, on behalf of himself and as a material inducement to both Parties entering into this Agreement, Executive, for himself, his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter hereinafter, collectively referred to referenced for purposes of this Section 1 Paragraph 4 as “EmployeeExecutive”), hereby agrees to irrevocably and unconditionally waivewaives, release releases and forever discharge the Company discharges Vonage and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, trustees, employees, trusteesattorneys, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the hereinafter collectively referred to for purposes of this Paragraph 4 as Company Released PartiesVonage”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties Vonage based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to whatsoever from the date beginning of time through and including the Employee’s execution of this Agreement in Termination Date, including any way whatsoever relating to or claims arising out of Employeeor relating to Executive’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitationbut are not limited to, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employmentincluding, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or but not limited to, the New Jersey Law Against Discrimination, the New Jersey Wage Payment Law, the New Jersey Family Leave Act, the New Jersey Worker Health and Safety Act, the New Jersey Occupational Safety and Health Laws, and the New Jersey Conscientious Employee Protection Act, all as a result amended; the common law of Disability. 2 References to be used in connection with a termination as a result the State of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwiseNew Jersey; or any other federal, state or claim under any local constitution, statute, rule, or regulationordinance, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costcosts.

Appears in 1 contract

Samples: Separation and General Release Agreement (Vonage Holdings Corp)

General Release and Waiver of Claims. a. In consideration Executive hereby releases and forever discharges the Company and all of Employee’s right to receive the severance payments its past and benefits set forth in Sections [6.1(b)present subsidiaries, (d)parent and related corporations, companies, joint ventures, partnerships, and (e)]1/[Sections 6.1(d) divisions, and the last sentence of 6.2 ]2/[Sections 6.1 (e) their past and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administratorspresent directors, trustees, legal representativesofficers, partners, members, managers, supervisors, employees, attorneys, and agents and their predecessors, successors and assigns assignees (hereinafter collectively sometimes referred to for purposes of collectively in this Section 1 Release, together with the Company, as “EmployeeReleasees”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable legal, equitable or other claims, chargesdebts, demandscontracts, sums of money, actions, rights, promises, agreements, complaints or causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equityaction (hereinafter referred to collectively as “Claims”), whether known or unknown, existing asserted or contingentunasserted, suspected that Executive ever had, now has or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future hereafter may claim to have against the Company or any or all of the Company Released Parties based upon other Releasees, including but not limited to causes of action, claims or rights arising out of, or which might be considered to arise out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement be connected in any way whatsoever relating to or arising out of Employeewith: (i) Executive’s employment with the Company Released Parties or the termination thereofthereof or resignation therefrom, (ii) Executive’s service as a director of the Company or any subsidiary or resignation therefrom, (iii) any claims, causes of action, suits, demands or other obligations or liabilities related to the Company’s certificate of incorporation or bylaws, including in his capacity as a current and former director and officer of the Company (except as otherwise set forth in clause (H) below); (iv) any claims, causes of action, suits, demands or other obligations or liabilities related to the Subscription Agreement, dated as of March 30, 2018, between the Company and Executive (except as otherwise set forth in clause (H) below); and (v) all such other claims that Executive could assert against any, some, or all of the Releasees in any forum, accrued or unaccrued, liquidated or contingent, direct or indirect. Such Executive covenants not to xxx the Releasees for any of the claims includereleased above, agrees not to participate in any class, collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, Executive agrees not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the Releasees, except as required by law. Further, Executive agrees not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the Releasees, except as required by law. Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by Executive of, or prevents Executive from making or asserting: (A) the payments and benefits which Executive is entitled to receive pursuant to the provisions of the Agreement; (B) any claim or right Executive may have under COBRA; (C) any claim or right Executive may have for unemployment insurance benefits or workers’ compensation benefits; (D) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (E) any claim or right that may arise after the execution of the Agreement; (F) any claim that cannot be waived as a matter of law pursuant to federal, state or local law, including without limitation, whistleblower claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 20022002 (Xxxxxxxx-Xxxxx), 18 U.S.C. § 1681 et seq.the Securities and Exchange Commission Whistleblower Program, and the Commodities Futures Trading Commission Whistleblower Program; (G) any claim or right Executive may have under this Release, the Fair Credit Reporting ActAgreement, 15 U.S.C. §1681 et seq.Executive’s equity grant documentation or any agreements among stockholders of the Company; (H) any other federal, state right which Executive now has or local statutory laws relating may hereafter have to employment, discrimination in 1 References claim a defense and/or indemnity for liabilities to be used third parties in connection with a termination without Cause or for Good Reason or Executive’s activities as a result director or officer or employee of Disability. 2 References the Company or any of its subsidiaries, affiliates or clients pursuant to be used in connection the terms of any applicable statute, any indemnity agreement with a termination as a result the Company or any subsidiary, affiliate or client thereof, under any insurance policy, pursuant to the certificate of death 3 References to be used in connection with a termination as a result incorporation or bylaws or established policies of application of Section 6.3. employmentthe Company or any subsidiary, termination of employmentaffiliate or client thereof, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any and/or (I) claims for employment fraud or reemployment claims that Executive can only assert in response to claims asserted against Executive by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costCompany.

Appears in 1 contract

Samples: Employment Separation Agreement and Release (STRATA Skin Sciences, Inc.)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementthis Release, the Employee, on behalf of himself Executive and his her heirs, executors, representatives, agents, insurers, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasors), hereby agrees to ) irrevocably and unconditionally fully and forever waive, release and forever discharge the Company and its pastEmployer Group, present and future affiliates and related entitiesincluding each member of the Employer Group’s parents, parent and subsidiary corporationssubsidiaries, divisions, shareholdersaffiliates, predecessors, currentsuccessors and assigns, former and future all of their respective officers, directors, employees, trusteesshareholders, fiduciariesand partners, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the EmployeeExecutive’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeRelease, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims arising under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Rights Genetic Information Nondiscrimination Act of 19642008, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family California Fair Employment and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Housing Act, 15 U.S.C. §1681 et seq.; as amended, and/or any other federalFederal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or and (ii) any other federaltort, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimscontract and/or quasi-contract law, including but not limited to actions claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or unemployment laws; (iii) indemnification rights the Executive has against the Employer, (iv) claims under the Amended and Restated Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (v) any other claims that cannot be waived by law. Further, nothing in tortthis Release prevents Executive from making any report to or communication with any governmental or regulatory agency, defamation and breach of contract; entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a claim Governmental Authority for retaliation) under information provided to any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costGovernmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. a. In consideration of Employeethe Company’s right to receive the severance payments and benefits obligations set forth in Sections [6.1(b)this Agreement, (d)including but not limited to the arrangements, payments, and (e)]1/[Sections 6.1(d) benefits described above, to which you acknowledge and the last sentence of 6.2 ]2/[Sections 6.1 (e) agree you would not otherwise receive nor be entitled, you voluntarily, knowingly, willingly, unconditionally, and 6.3(y)]3 of the Employment Agreement, the Employeeirrevocably, on behalf of himself yourself and his all of your heirs, executors, administrators, trusteesbeneficiaries, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)assigns, hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company Company, each of its subsidiaries or affiliated companies, and its each of their respective past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciariesshareholders, administrators, executivesemployees, agents, employee benefit plans, general and limited partners, members, managers, investors, joint venturers, representatives, successors successors, and assigns (collectively, the “Company Released PartiesReleasees) ), both individually and in their official capacities, from any and all waivable charges, complaints, claims, charges, demands, sums causes of money, actionsaction, rights, liabilities, obligations, promises, agreements, causes of actioncontroversies, obligations damages, actions, suits, rights, demands, costs, losses, debts, and liabilities expenses (including attorneys’ fees and costs actually incurred) of any kind type, nature or nature whatsoeverdescription, at in law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent vested or concealedcontingent, foreign accrued or domestic (hereinafter collectively referred yet to as “claims”) accrue, which he has now or you ever had in the future past, now have, or hereafter can, shall or may claim have for, upon, or by reason of any matter, cause or thing whatsoever arising from the beginning of time to have against the time you sign this Agreement (the “Release”). This Release includes, but is not limited to, any rights or all of the Company Released Parties based upon claims in any way related to, connected with or arising out of your employment relationship with the Company, or the cessation of such employment; any factsclaims for unpaid wages, actsback pay, conductsalary, omissionscommissions, transactionsbonuses, occurrencesincentive pay, vacation pay, legal fees, fringe benefits, severance or other compensation; any claims arising under any covenant of good faith and fair dealing, express or implied, or any agreements, contracts, claimsunderstandings, eventsplans, causespolicies, matters or things of promises, express or implied, oral or written, formal or informal, including without limitation your Offer Letter, and any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement other employment agreements you received and/or executed in any way whatsoever relating to or arising out of Employee’s connection with your employment relationship with the Company Released Parties Company; any tort, including without limitation intentional infliction of emotional distress, defamation, fraud, and breach of duty; any legal restrictions on the right to terminate employees; and any federal, state, local, or the termination thereof. Such claims includeother governmental common law, statute, regulation, ordinance, or other requirement, including without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; : Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 U.S.C. § 2000e et seq.; of the United States Code, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Genetic Information Nondiscrimination Act of 2008, the Worker and Adjustment Retraining Notification Act, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act anti-retaliation provisions of 1974the Fair Labor Standards Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 anti-retaliation provisions of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; 1514A, also known as the Xxxxxxxx-Xxxxx Act of 2002, or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Occupational Safety and Health Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federalthe New York State and New York City Human Rights laws, state or local statutory laws relating to employmentthe New York Labor Law, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmentand the New York City Administrative Code, termination of employmentthe California Fair Employment and Housing Act, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.California ​ ​

Appears in 1 contract

Samples: Axsome Therapeutics, Inc.

General Release and Waiver of Claims. a. In partial consideration of Employee’s right the Retirement Benefits and other special benefits which Xx. Xxxxxxxxx is receiving pursuant to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the EmployeeXx. Xxxxxxxxx, on behalf of himself and his heirs, executors, administrators, trusteesbeneficiaries, legal representatives and assigns, individually and in their beneficial capacity (sometimes hereinafter referred to collectively as the “Releasors”), with the exception of any indemnification rights, gross up payments and Xx. Xxxxxxxxx’x rights and benefits under this Agreement, hereby unconditionally and irrevocably release, waive, and forever discharge the Company, Global Partners LP, their respective parents, members, subsidiaries and affiliates, and their respective past, present and future officers, directors, employees, representatives, members, unitholders, attorneys, agents, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasees”), hereby agrees to irrevocably or any of them, of and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable suits, claims, charges, demands, sums interest, costs (including reasonable attorneys’ fees and costs actually incurred), expenses, actions and causes of money, actionsaction, rights, liabilities, obligations, promises, agreements, causes of actioncontroversies, obligations losses and liabilities debts, of any kind or nature whatsoever, which the Releasors now have, own or hold, or at law any time heretofore ever had, owned or in equityheld, or could have had, owned or held, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior world to the date of the Employee’s execution of this Agreement Agreement, including, without limiting the generality of the foregoing, any claims arising in law or equity, in a court, administrative, arbitration or other tribunal of any way whatsoever relating to state or country, arising out of Employee’s or in connection with his employment with by the Company Released Parties or and/or Global and/or the termination thereof. Such claims include, without limitation, any claims arising under the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; as amended, the Americans with With Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; Massachusetts General Laws, Chapter 151B, the Family wage payment and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 wage and hour statutes of the Corporate Commonwealth of Massachusetts and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federalapplicable jurisdictions, and all other applicable laws, statutes, regulations or other requirements of each state or local statutory laws relating to employment, discrimination and jurisdiction in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disabilitywhich Xx. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or Xxxxxxxxx has been employed and any other federalstatutory, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimsor other claims of any nature whatsoever against any of the Releasees, including but not limited to actions in tort, defamation and breach of contract; except any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalthat, state or local statute or ordinance by law, cannot expressly referenced above; and any and all claims for counsel fees and costbe waived.

Appears in 1 contract

Samples: Retirement, Consulting And (Global Partners Lp)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(da) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment AgreementFor valuable consideration, the Employeereceipt and adequacy of which are hereby acknowledged, on behalf Executive and each of himself and his Executive’s respective heirs, executors, administrators, trustees, legal representatives, successors agents, successors, assigns and assigns representatives (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasor), ) hereby agrees to irrevocably and unconditionally waive, release releases and forever discharge discharges each of Parent, the Company Company, and its pasttheir respective partners, present and future affiliates and related entitiessubsidiaries, parent and subsidiary corporationsassociates, divisionsaffiliates, shareholderssuccessors, predecessorsheirs, currentassigns, former and future officersagents, directors, officers, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors lawyers, insurers, and assigns all persons acting by, through, under or in concert with them (collectively, the “Company Released PartiesReleasees) ), of and from any and all waivable claims, charges, demands, sums manner of money, action or actions, rights, promises, agreements, cause or causes of action, obligations and liabilities of any kind or nature whatsoeverjudgments, at obligations, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, existing fixed or contingent, suspected which Releasor now has, ever had or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to hereafter have against any or all of the Company Released Parties based upon or arising out Releasee, by reason of any factsact, actsomission, practice, conduct, omissionsevent, transactionscause, occurrencesor other matter whatsoever from the beginning of time up to and including the date that Executive executes this Release, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date fullest extent permitted by law. (b) Without limiting the generality of the Employee’s execution of this Agreement foregoing, Releasor releases and discharges Releasees from any and all claims in any way whatsoever relating to or arising out of Employeeof, based upon, or related to Executive’s employment with Parent and/or the Company, the termination of employment of Executive by Parent and/or the Company Released Parties or and/or the termination thereof. Such claims includeevents surrounding the circumstances relating to that termination, without limitationincluding, but not limited to: (i) any and all claims arising under tort, contract and quasi-contract law, including, but not limited to, claims of breach of contract (express or implied), tortious interference with contract or prospective business advantage, breach of the Age Discrimination in Employment Actcovenant of good faith and fair dealing, 29 U.S.C. § 621 et seq.promissory estoppel, detrimental reliance, invasion of privacy, wrongful or retaliatory discharge, fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress or compensatory or punitive damages; (ii) any and all claims for monetary or equitable relief, including, but not limited to, attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements; and (iii) and any claim under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Age Discrimination In Employment Act (“ADEA”), the Americans with With Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993Act, 29 U.S.C. § 2601 et seq.; the Equal Pay Act, the False Claims Act, the Employee Retirement Income Security Act, the Federal Worker Retraining and Notification Act, the Fair Labor Standards Act, the Civil Rights Act of 19741991, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.1981 of

Appears in 1 contract

Samples: Employment Agreement (Beauty Health Co)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee, on behalf of himself Employee and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representativesinsurers, administrators, successors and assigns (collectively, the “Company Released PartiesReleasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees and stockholders, in their corporate and individual capacities (collectively, the “Releasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeAgreement, including, without limitation, any claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the Massachusetts Fair Employment Practices Law (MFEPL), the Massachusetts Civil Rights Act of 1964(MCRA), 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Massachusetts Equal Rights Act of 1990(MERA), 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993Minimum Fair Wage Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Massachusetts Wage Act, 29 U.S.C. § 1001 et seq.; the Massachusetts Equal Pay Act , all of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; their respective implementing regulations and/or any other federal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or (ii) any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any and all claims for employment or reemployment by the Company Released Parties; compensation of any common law claimstype whatsoever, including but not limited to actions in claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, defamation and contract and/or quasi-contract law, including but not limited to claims of breach of an expressed or implied contract; any claim , tortious interference with contract or damage arising out prospective business advantage, breach of Employee’s employment with the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness or any federalother harm, state wrongful or local statute retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or ordinance not expressly referenced aboveintentional infliction of emotional distress; and (iv) any and all claims for counsel monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and costdisbursements. However, this general release and waiver of claims excludes, and the Employee does not waive, release or discharge, (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; and (ii) claims which cannot be waived by law, such as claims for unemployment benefit rights with the Massachusetts Department of Unemployment Assistance; and (iii) any rights to vested benefits, such as pension or retirement benefits.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Teladoc Health, Inc.)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementthis Release, the Employee, on behalf of himself Employee and his his/her heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as die EmployeeReleasors), hereby agrees to ) irrevocably and unconditionally fully and forever waive, release and forever discharge the Company and its pastEmployer Group, present and future affiliates and related entitiesincluding each member of the Employer Group’s parents, parent and subsidiary corporationssubsidiaries, divisions, shareholdersaffiliates, predecessors. successors and assigns, current, former and future all of their respective officers, directors, employees, trusteesshareholders, fiduciariesand partners, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeRelease, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter including but not limited to (i) any and all claims arising under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Ad, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Rights Genetic Information Nondiscrimination Act of 19642008, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family California Fair Employment and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Housing Act, 15 U.S.C. §1681 et seq.; any other federalas amended, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; and or any other federalFederal, state state, local or local constitutionforeign law (statutory, statuteregulatory or otherwise) that may be legally waived and released; and (ii) any ton, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimscontract and of quasi-contract law, including but not limited to actions in tortclaims of wrongful discharge, defamation and breach defamation, emotional duress, tortious interference with contract, invasion of contract; any claim privacy, nonphysical injury, personal injury or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness or any federalother harm. However, this general release of claims excludes, and the Employee does not waive, release or discharge (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or local statute unemployment laws; (iii) indemnification rights the Employee has against the Employer, (iv) claims under the Employment Agreement between the Employee and the Employer dated [DATE], and or ordinance (v) any other claims that cannot expressly referenced above; and any and all claims for counsel fees and costbe waived by law.

Appears in 1 contract

Samples: Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 22/[Sections 6.1 (e) and 6.3(y)]3 6.3(y)]33 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 33 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive exchange for the severance payments benefits to be provided to me under the Employment Agreement between me and benefits set forth in Sections [6.1(bInspyr Therapeutics, Inc. (fka GenSpera, Inc.) (the “Company”), dated as of August 8, 2016 (dthe “Employment Agreement”), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employeeto which I would not otherwise be entitled, on my own behalf and that of himself and his my heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors I agree that this General Release and assigns Waiver of Claims (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released PartiesRelease of Claims”) from shall be in complete and final settlement of any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations rights and liabilities of any kind or nature whatsoever, at law or in equityclaims, whether known or unknown, existing accrued or contingentunaccrued, suspected contingent or unsuspectedotherwise, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or that I have had in the future may claim to have against past, now have, or might now have, in any or all of the Company Released Parties based upon way related to, connected with or arising out of any factsmy employment or its termination, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment ActAgreement, 29 U.S.C. § 621 et seq.; or pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; the Family Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Medical Leave Act of 1993Retraining Notification Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes of the Corporate and Criminal Fraud Accountability Act State of 2002California (each as amended from time to time), 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state or local statutory law, regulation or other requirement (collectively, the “ Claims ”), and I hereby release and forever discharge the Company, its subsidiaries and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from, and I hereby waive, any and all such Claims. This release shall not apply to (a) any claims that arise after I sign this Release of Claims, including my right to enforce the terms of this Release of Claims; (b) any claims that may not be waived pursuant to applicable law; (c) any right to indemnification that I may have under the certificate of incorporation or by-laws relating to employmentof the Company, discrimination in 1 References to be used in connection with a termination without Cause and any Indemnification Agreement between me and the Company or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwiseany insurance policies maintained by the Company; or (d) any other federal, right to receive any vested benefits under the terms of any employee benefit plans and my award agreements thereunder. Nothing contained in this Release of Claims shall be construed to prohibit me from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local constitutionagency, statuteprovided, rulehowever, that I hereby agree to waive my right to recover monetary damages or regulationother individual relief in any charge, includingcomplaint or lawsuit filed by me or by anyone else on my behalf. In signing this Release of Claims, but I acknowledge my understanding that I may consider the terms of this Release of Claims for up to [twenty-one (21)/forty-five (45)]2 days from the date I receive it and that I may not limited to, any ordinance addressing fair sign this Release of Claims until after the date my employment practices; any claims for employment or reemployment with the Company terminates. I also acknowledge that I am hereby advised by the Company Released Partiesto seek the advice of an attorney prior to signing this Release of Claims; that I have had sufficient time to consider this Release of Claims and to consult with an attorney, if I wished to do so, or to consult with any common law claimsother person of my choosing before signing; and that I am signing this Release of Claims voluntarily and with a full understanding of its terms. I further acknowledge that, including but in signing this Release of Claims, I have not limited relied on any promises or representations, express or implied, that are not set forth expressly in the Release of Claims. I understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written notice to actions in tortthe Chairman of the Company’s Board of Directors and that this Release of Claims will take effect only upon the expiration of such seven-day revocation period and only if I have not timely revoked it. Intending to be legally bound, defamation and breach I have signed this Release of contract; any claim or damage arising out Claims under seal as of Employee’s employment with or separation from the date written below. Signature ___________________________ Name ______________________________ Date Signed _________________________ _____________________________ 2 To be determined by the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; at the time of termination. EXHIBIT B Confidentiality Information and any and all claims for counsel fees and cost.Assignment Agreement

Appears in 1 contract

Samples: Employment Agreement (Inspyr Therapeutics, Inc.)

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment provided to you under this Agreement, the Employeeto which you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors you agree that this Agreement shall be in complete and assigns (hereinafter collectively referred to for purposes final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations rights and liabilities of any kind or nature whatsoever, at law or in equityclaims, whether known or unknown, existing accrued or contingentunaccrued, suspected contingent or unsuspectedotherwise, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or that you have had in the future may claim to have against past, now have, or might now have, in any or all of the Company Released Parties based upon way related to, connected with or arising out of any factsyour employment, actsits termination, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment your other associations with the Company Released Parties or any of its Affiliates, or pursuant to Title VII of the termination thereof. Such claims includeCivil Rights Act, without limitationthe Americans with Disabilities Act, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended by the Civil Rights Act of 1964Older Workers Benefit Protection Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to the Company or any of 2002its Affiliates (each as amended from time to time), 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state or local statutory laws relating to employmentlaw, discrimination regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmenttheir official capacities (collectively, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims”), including but not limited to actions in tortfrom, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalyou hereby waive, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costsuch Claims.

Appears in 1 contract

Samples: Letter Agreement (REV Group, Inc.)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his her heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he she has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for the severance payments pay and benefits set forth in Sections [6.1(b)provided to you under this Agreement, (d)to which you would not otherwise be entitled, and (e)]1/[Sections 6.1(d) other good and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementvaluable consideration, the Employeereceipt and sufficiency of which you hereby acknowledge, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal personal representatives, successors and assigns (hereinafter collectively referred to for purposes assigns, and all others connected with or claiming through you, you agree that this Agreement shall be in complete and final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations suits, rights and liabilities of any kind or nature whatsoeverclaims, demands, damages and compensation, whether at law or in equity, whether now known or unknown, existing or contingent, suspected or unsuspected, apparent accrued or concealedunaccrued, foreign contingent or domestic (hereinafter collectively referred to as “claims”) otherwise, which he has now or you have had in the future may claim to have past, now have, or might now have, against any or all of the Company Released Parties based upon or any of its Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of any factsyour employment, actsits termination, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment your other associations with the Company Released Parties or any of its Affiliates, or pursuant to Title VII of the termination thereof. Such claims includeCivil Rights Act, without limitationthe Americans with Disabilities Act, claims arising under the Family and Medical Leave Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended by the Civil Rights Act of 1964Older Workers Benefit Protection Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes (each as amended from time to time) of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to the Company or any of 2002its Affiliates, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state state, local or local statutory laws relating to employmentforeign law, discrimination regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmenttheir official capacities (collectively, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims”), including but not limited to actions in tortfrom, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalyou hereby waive, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costsuch Claims. For the avoidance of doubt, nothing in this Agreement releases your right to enforce the terms of the Agreement.

Appears in 1 contract

Samples: LianBio

General Release and Waiver of Claims. a. In Camp and Select Analytics, in consideration of Employee’s right to receive the severance promises and covenants contained in this Agreement, without limitation the payments made in Paragraph 2 above and benefits the continuation of health insurance coverage as set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment AgreementParagraph 3 above, the Employeesufficiency of which is acknowledged by Camp and Select Analytics, on behalf of himself and his heirsdo hereby forever, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably fully and unconditionally waiverelease, release remise, acquit and forever discharge the Company and its pastGeospatial, present and future Geospatial’s affiliates and related entitiescompanies, parent including but not limited to Geospatial Mapping Systems, Inc., and subsidiary corporationstheir directors, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executivescontractors, agents, representatives, successors parents, subsidiaries, predecessors, and assigns successors, both presently known and unknown, from any and all suits, actions, causes of action, demands, judgments, rights, claims, loss, damage, interest, attorney fees, costs and expenses and/or other relief of whatsoever kind or nature which Camp and/or Select Analytics have from the beginning of time to the present (collectively, the “Company Released PartiesClaims) from any ). Geospatial does hereby forever, fully and all waivable claimsunconditionally release, chargesremise, demandsacquit and discharge Camp, sums of moneySelect Analytics and its directors, actionsofficers, rightsemployees, promisescontractors, agreementsagents, causes of actionrepresentatives, obligations parents, subsidiaries, predecessors, and liabilities of any kind or nature whatsoeversuccessors, at law or in equity, whether both presently known or and unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or from all Claims. This General Release and Waiver of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims Claims shall include, without limitation, any and all Claims relating to or arising from the Asset Purchase Agreement, the Employment Contract, Camp’s hiring, employment, association, termination or separation from Geospatial, including without limitation any claims arising under for: (i) breach of contract (whether written or oral, express or implied); (ii) violations of public policy; (iii) negligence; (iv) fraud; (v) intentional or negligent misrepresentation; (vi) wrongful discharge or termination; (vii) estoppel; (viii) impairment of economic opportunity or loss of business opportunity; (ix) interference with contractual relations; (x) intentional infliction of emotional distress; (xi) defamation; (xii) violations of the Age Discrimination in Employment Retirement Income Security Act of 1974, as amended; (xiii) violations of the Consolidated Omnibus Budget Reconciliation Act; (xiv) employment discrimination, 29 U.S.C. § 621 et seq.; including without limitation, violations of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.as amended; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.Act; the Pennsylvania Human Relations Act; (xv) violations of the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.Act; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.(xvi) retaliation; the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(xvii) workers’ compensation benefits; Section 806 (xviii) unlawful employment practices and/or policies; (xix) breach of the Corporate terms and Criminal Fraud Accountability Act conditions of 2002employment; (xx) wage, 18 U.S.C. § 1681 et seq.salary and bonuses; the Fair Credit Reporting Act(xxi) employee benefits, 15 U.S.C. §1681 et seq.including without limitation, life insurance, disability insurance, and/or profit-sharing; (xxii) vacation or leave; (xxiii) pension benefits, retirement benefits, and/or profit sharing; (xxiv) reimbursement of expenses and (xxv) violations of any other federallocal, state or local statutory laws relating to employmentfederal ordinances, discrimination in 1 References to be used in connection with a termination without Cause statutes or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costlaw.

Appears in 1 contract

Samples: Settlement Agreement (Geospatial Corp)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee, on behalf of himself Employee and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representativesinsurers, administrators, successors and assigns (collectively, the “Company Released PartiesReleasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including each member of the Employer Group's parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, owners, shareholders, members, unitholders, partners, agents, attorneys and other related persons and entities, in all of their entity and individual capacities (collectively, the “Releasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys' fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s 's execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeAgreement, including, without limitation, any claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have, arising out of, or in any way related to the Employee's hire, benefits, employment, termination Exhibit 10.1 or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 19642008 and any similar or related state law, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act all of 1990, 42 U.S.C. § 12101 et seq.; the Family their respective implementing regulations and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or (ii) any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any and all claims for employment or reemployment by the Company Released Parties; compensation of any common law claimstype whatsoever, including but not limited to actions in claims for salary, wages, bonuses, commissions, incentive compensation, vacation or severance (other than salary payable with respect to the current pay period through the Separation Date and value of unused vacation days for 2015 through and including the Separation Date); (iii) any and all claims arising under tort, defamation and contract or quasi-contract law, including but not limited to claims of breach of an expressed or implied contract; any claim , tortious interference with contract or damage arising out prospective business advantage, breach of Employee’s employment with the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness or any federalother harm, state wrongful or local statute retaliatory discharge, fraud, defamation, slander, libel, negligent or ordinance not expressly referenced aboveintentional infliction of emotional distress; and (iv) any and all claims for counsel monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and costdisbursements. However, this general release and waiver of claims excludes, and the Employee does not waive, release or discharge, (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint, (ii) claims which cannot be waived by law, and (iii) indemnification rights the Employee may have against the Employer.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Magellan Midstream Partners Lp)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee, on behalf of himself Employee and his heirs, executors, representatives, agents, insurers, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)( collectively, hereby agrees to the "Releasors") irrevocably and unconditionally fully and forever waive, release and forever discharge the Company and its pastEmployer Group, present and future affiliates and related entitiesincluding the Employer's parents, parent and subsidiary corporationssubsidiaries, divisions, shareholdersaffiliates, predecessors, currentsuccessors and assigns, former and future all of their respective officers, directors, employees, trusteesand shareholders, fiduciaries, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released Parties”"Releasees") from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys' fees) of any kind or nature whatsoeverwhatsoever ( collectively, at law or in equity"Claims"), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s 's execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeAgreement, including, without limitation, any claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee's hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964Act, 42 U.S.C. § 2000e et seq.; as amended, the Americans with Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; as amended, the Family and Medical Leave Act of 1993Act, 29 U.S.C. § 2601 et seq.; as amended, with respect to existing but not prospective claims, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 19741991, 29 as amended, Section 1981 of U.S.C. § 1001 et seq.; Title 42, the Equal Pay Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act ("ADEA''), as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 19632008, 29 U.S.C. § 206(d); Section 806 of and any claims arising under the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Arizona Civil Rights Act, 15 U.S.C. §1681 et seq.; Arizona Employment Protection Act, Arizona Medical Marijuana Act, and amendments to those laws to the extent that such Claims may be legally waived and released, as well as any claims under local statutes and ordinances that may be legally waived and released, and/or any other federalFederal, state state, local, or local statutory laws relating foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) any and all claims for compensation of any type whatsoever, including but not limited to employment, discrimination in 1 References to be used in connection with a termination without Cause or claims for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employmentsalary, wages, benefits or otherwisebonuses, commissions, incentive compensation, vacation and/or severance; or (iii) any other federaland all claims arising under tort, state or local constitution, statute, rule, or regulationcontract and/or quasi-contract law, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and of breach of an expressed or implied contract; any claim , tortious interference with contract or damage arising out prospective business advantage, breach of Employee’s employment with the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness or any federalother harm, state wrongful or local statute retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or ordinance not expressly referenced aboveintentional infliction of emotional distress; and (iv) any and all claims for counsel monetary or equitable relief, including, but not limited, to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and costdisbursements.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Western Alliance Bancorporation)

General Release and Waiver of Claims. a. In consideration You, hereby acknowledge and certify that you entered into a letter agreement containing a general release and waiver of Employee’s right to receive claims with SeaWorld Entertainment, Inc. (the severance payments and benefits “Company” or “SeaWorld”) dated [DATE] (the “Agreement”). Capitalized but undefined terms used herein shall have the meaning set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of Agreement. In consideration for the Employment benefits described in the Agreement, you hereby agree as follows: Except for the Employeeobligations of SeaWorld as stated in the Agreement, on behalf you agree, of himself and his heirsyour own free will, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally voluntarily waive, release release, and forever discharge the Company and SeaWorld, its pastparents, present and future affiliates affiliates, subsidiaries, and related business entities, parent and subsidiary corporations, divisions, all of their respective past and present shareholders, predecessors, current, former and future officers, directors, owners, partners, attorneys, authorized representatives, employees, trustees, fiduciaries, administrators, executives, agents, representativesand their respective predecessors, successors successors, and assigns (collectively, the “Company Released PartiesReleases”) from any and all waivable actions, lawsuits, proceedings, causes of action(s), claims, causes, debts, charges, demandscomplaints, sums of moneyjudgments, actionsdamages, rights, promises, agreements, causes of action, obligations contracts and liabilities promises of any kind or nature whatsoever, at law or in equitykind, whether known or unknown, existing or contingentwhich you, suspected or unsuspectedyour heirs, apparent or concealedexecutors, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or administrators, successors and assigns may have from all time in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to past through the date of the Employee’s execution of this Agreement in any way whatsoever General Release and Waiver of Claims (“Release”), including, but not limited to all matters or claims relating to or arising out of Employee’s your employment with the Company Released Parties SeaWorld or the termination thereofof your employment with SeaWorld, whether for tort (including negligence), breach of express or implied contract, intentional infliction of emotional distress, unpaid wages or other compensation, wrongful termination, defamation, libel or slander, or under any federal, state, or local law, as amended, pertaining to discrimination based on age, race, sex, national origin, handicap, religion, disability, sexual orientation, gender identity or expression, or any other category protected under federal, state, or local law. Such This release of claims includeincludes, without limitationbut is not limited to, all claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Age Discrimination in Employment Act of 19631967 (the “ADEA”), 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Older Workers’ Benefit Protection Act of 20021990, 18 U.S.C. § 1681 et seq.; the Americans With Disabilities Act, as amended, the Family Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.the Federal False Claims Act, the Occupational Safety and Health Act, the Equal Pay Act, the Florida Civil Rights Act, Florida’s private sector and public sector Whistle-Blower Acts, Florida’s Workers Compensation Retaliation law, the Florida AIDS Act, Florida Wage Discrimination Law, the Florida False Claims Act, Florida Wage Payment Laws, the Florida Law Prohibiting Discrimination on the Basis of Sickle Cell Trait, and the Florida Constitution, all as amended, and other federal, state, and local laws, statutes or ordinances; federal and state constitutions; the common law; and any other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. You do not waive or release any claims which arise after the signing of this Release. You acknowledge there might have been claims about which you did not know and you further expressly waive and assume the risk of any and all claims for damages which may exist as of the date of execution of this Release but which you do not know of or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, whether of you or any other person, and which, if known, would materially affect your decision to enter into this Release. Even knowing that, you agree to execute this Release. Provided you do not revoke this Release, this release shall be effective on the 8th day following your execution of this Release. You represent that you have not filed or permitted to be filed against any of the Releases, individually or collectively, any lawsuit, complaint, charge, proceeding, or the like, before any local, state, or federal agency, court, or other body (each, a “Proceeding”), and you covenant and agrees that you will not do so at any time hereafter with respect to the subject matter of the Release and claims released pursuant to the Release (including, without limitation, any claims relating to the termination of your employment), except as may be necessary to enforce the Agreement, to seek a determination of the validity of the waiver of your rights under the ADEA, or to initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. You expressly represent and acknowledge that (i) the Company has advised you to consult with legal counsel, (ii) that you have had twenty-one (21) days to review the Release, (iii) the Release cannot be signed prior to the Separation Date, (iv) you have the right to revoke the Release for a period of seven days following your execution of the Release (the “Revocation Period”), by giving written notice of such revocation to the Company’s Chief Legal Officer, General Counsel and Corporate Secretary on or before 5:00 p.m. Eastern time on the last day of the Revocation Period and (v) provided you not revoked the Release during the Revocation Period, the Release shall be effective on the eighth day following your execution of this Release. Nothing in this Release shall prohibit or impede you from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local statutory laws relating law or regulation to employmentor with any governmental agency or regulatory authority (collectively, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation“Governmental Entity”), including, but not limited to, the SEC, EEOC, OSHA, or the NLRB, or from making other disclosures to any ordinance addressing fair employment practices; any claims for employment or reemployment by Governmental Entity that are protected under the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach whistleblower provisions of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any U.S. federal, state or local statute law or ordinance regulation, provided that in each case such communications and disclosures are consistent with applicable law. You understand and acknowledge that (a) an individual shall not expressly referenced abovebe held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, you shall not be required to give prior notice to (or get prior authorization from) SeaWorld regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance are you authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s Chief Executive Officer. Acknowledged and all claims for counsel fees and cost.agreed: EXECUTIVE ________________________________________ Xxxxxxxxx Xxxxxxx ________________________________________ Date

Appears in 1 contract

Samples: Letter Agreement (SeaWorld Entertainment, Inc.)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b6.1(a), (b), (c), (d), (f) and (e)]1/[Sections 6.1(dh) and the last sentence of Section 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees fees, costs and costinterest.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for your continued engagement during the severance Transition Period and the payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence provided to you under Section 3 of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employeeto which you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors you agree that this Agreement shall be in complete and assigns final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment, its termination, your other associations with the Company, its predecessors (hereinafter collectively referred including but not limited to for purposes of this Section 1 as “Employee”Mindspeed Technologies, LLC), hereby agrees to irrevocably successors, affiliates, subsidiaries and/or related entities and unconditionally waive, release each of its and forever discharge the Company and its their past, present and future affiliates and related entitiespresent, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, stockholders, agents, employees, trusteesattorneys, fiduciariesinsurers, employee benefit plans, partners, administrators, executivesagents, agentstrustees, representatives, successors and assigns assigns, each individually and in their formal capacities (collectivelycollectively with the Company, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities claims of any kind or nature whatsoeverand every kind, at law or in equitynature, whether and character, known or unknown, existing foreseen or contingentunforeseen, suspected arising from, connected with or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred related to as “claims”) which he has now or in the future may claim to have against dealings between you and any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred Releasees prior to the date of this Agreement. Without limiting the Employee’s execution generality of this Agreement in the foregoing, you also specifically release the Releasees from any way whatsoever relating to or and all claims arising out of Employee’s your offer of employment, your employment with the Company Released Parties or other association, or the termination thereofof your employment or other association with any of the Releasees, including but not limited to claims for wrongful discharge, claims related to any contracts of employment, express or implied, claims for breach of privacy, defamation or any other tort, claims for attorneys’ fees and costs, claims under the laws of the state or states where you have provided services to any of the Releasees relating to wages and hours, compensation, overtime, commissions and breaks, claims relating to leaves of absence and reasonable accommodation, and claims relating to harassment, discrimination, retaliation and/or civil rights. Such This general release of claims includealso includes, without limitationbut is not limited to, any and all claims arising under the Age Discrimination in Employment Actany federal, 29 U.S.C. § 621 et seq.; state and/or municipal law, regulation, ordinance or common law, including but not limited to any claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990Equal Pay Act, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Americans With Disabilities Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Labor Standards Act, 15 U.S.C. §1681 et seq.; the False Claims Act, the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Act, and any other federal, state or local statutory laws relating to employmentstatute, discrimination in 1 References regulation, ordinance or common law. You understand that the only claims that are not covered by this general release of claims are claims expressly exempted by law, such as claims that may arise under the ADEA after the effective date of this Agreement, unemployment insurance claims or certain workers’ compensation claims, or claims exempted by the express terms of a written benefit plan. You agree that you will not file or cause to be used filed any claims, actions, lawsuits, or legal proceedings against any of the Releasees involving any matter occurring up to or on the date of this Agreement or involving any continuing effects of any acts or practices that may have arisen or occurred before the date of this Agreement. You further agree that you will not participate in a representative capacity, or join or participate as a member of a class, collective or representative action instituted by someone else against any of the Releasees, and will expressly opt-out of any such proceeding. Notwithstanding the foregoing, nothing in this Agreement shall prohibit you from contacting, filing of claims with, providing information to or participating in any proceeding before the federal Equal Employment Opportunity Commission, Securities and Exchange Commission or any other government agency; provided, however, that you hereby waive any right to recover monetary damages or other personal relief in connection with any such claims or proceedings, with the exception of an award for information provided pursuant to a termination without Cause whistleblower protection law. This Agreement also does not preclude a court action, claim or other legal proceeding to challenge the validity of this release of claims. If you file a claim, action, lawsuit or legal proceeding in violation of this paragraph, other than a claim pursuant to the ADEA or the OWBPA, you shall be obligated to return all consideration received for Good Reason or as a result of Disability. 2 References to this Agreement and will be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmentliable for attorney’s fees, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment costs and expenses incurred by the Company Released Parties; any common law claims, including but not limited to actions Releasees or their insurer(s) in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costdefending such claim.

Appears in 1 contract

Samples: Letter Agreement (MACOM Technology Solutions Holdings, Inc.)

General Release and Waiver of Claims. a. (a) In consideration of Employeethe Company’s right to receive the severance payments and benefits obligations set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Transition Agreement, the EmployeeIndividual, on behalf of himself and his spouse, heirs, executors, administrators, trustees, legal representativesbeneficiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)assigns, hereby agrees to voluntarily, knowingly, willingly, unconditionally, and irrevocably and unconditionally waive, release releases and forever discharge discharges (i) the Company and its pastthe Trust of Carriage Services Capital Trust, present (ii) all of their respective subsidiaries and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, their each of their predecessors, currentsuccessors and assigns, (iii) together with the respective present or former and future officers, directors, employeespartners, managers, trustees, fiduciariesshareholders, administratorsemployees, executivesattorneys, agentsand agents of all of the foregoing entities and any and all employee pension or welfare benefits plans, representatives, successors including current and assigns former trustees and administrators of these plans (collectively, the “Company Released PartiesReleasees) ), both individually and in their official capacities, from any and all waivable rights, claims, causes of action, charges, demands, sums damages, liabilities, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of moneyevery kind, actionstype, rightsnature, promises, agreements, causes of action, obligations and liabilities of any kind or nature description whatsoever, at in law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent vested or concealedcontingent, foreign accrued or domestic (hereinafter collectively referred yet to as “claims”) which he has accrue, that Individual or Individual’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or in the future hereafter can, shall or may claim to have against any or all of the Company Released Parties based upon or arising out by reason of any factsmatter, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters cause or things thing whatsoever arising from the beginning of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement Effective Date. This Release includes, but is not limited to, any rights or claims relating in any way whatsoever relating to the Transition Agreement, the Consulting Period, the Consulting Pay, any rights or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Individual or Individual’s spouse, as well as any other offer letter, award agreement, or employment agreement or understanding; any and all claims for alleged tortious, defamatory or fraudulent conduct, including without limitation intentional infliction of emotional distress, defamation, fraud, and breach of duty; and any rights or claims arising under any legally waivable federal, state or local constitution, statute, ordinance, or regulation, including without limitation the Age Discrimination in Employment ActAct of 1967 (the “ADEA”), 29 U.S.C. § 621 et seq.; the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Genetic Information Nondiscrimination Act of 2008, the Equal Pay Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Xxxxxxxx-Xxxxx Act of 2002, 18 U.S.C. § 1681 et seq.; the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification (“WARN”) Act and any state WARN statutes, Section 1981 of the Civil Rights Act of 1866, the National Labor Relations Act, the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; the Occupational Safety and Health Act, any rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Employee, as well as any other federaloffer letter, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, ruleaward agreement, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment agreement or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced aboveunderstanding; and any and all claims for counsel fees alleged tortious, defamatory or fraudulent conduct, including without limitation intentional infliction of emotional distress, defamation, fraud, and costbreach of duty (collectively, the “Released Claims”). Notwithstanding the foregoing, nothing in this Release shall (i) waive any claim that arises after the date Individual signs this Release, (ii) waive any rights to payments under the Company’s medical plan and 401(k) plan, (iii) be construed to prohibit Individual from bringing appropriate proceedings to enforce this Release; (iv) waive any rights that, pursuant to law, cannot be waived or subject to a release of this kind; or (v) waive any rights to indemnification that Individual may have under any organizational documents of the Company or any directors or officers liability insurance policy of the Company or any individual indemnity agreement with the Company.

Appears in 1 contract

Samples: General Release (Carriage Services Inc)

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment provided to you under this Agreement, the Employeeto which you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors you agree that this Agreement shall be in complete and assigns (hereinafter collectively referred to for purposes final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations rights and liabilities of any kind or nature whatsoever, at law or in equityclaims, whether known or unknown, existing accrued or contingentunaccrued, suspected contingent or unsuspectedotherwise, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or that you have had in the future may claim to have against past, now have, or might now have, in any or all of the Company Released Parties based upon way related to, connected with or arising out of any factsyour employment, actsits termination, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment your other associations with the Company Released Parties or any of its Affiliates, or pursuant to Title VII of the termination thereof. Such claims includeCivil Rights Act, without limitationthe Americans with Disabilities Act, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended by the Civil Rights Act of 1964Older Workers Benefit Protection Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to the Company or any of 2002its Affiliates (each as amended from time to time), 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state or local statutory laws relating to employmentlaw, discrimination regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and stockholders, and all of their respective past, present and future directors, stockholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmenttheir official capacities (collectively, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims”), including but not limited to actions in tortfrom, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalyou hereby waive, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costsuch Claims.

Appears in 1 contract

Samples: Letter Agreement (REV Group, Inc.)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections e)] References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. /[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 22 References to be used in connection with a termination as a result of death/[Sections 6.1 (e) and 6.3(y)]3 6.3(y)]33 References to be used in connection with a termination as a result of application of Section 6.3. of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in _________________________________ 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. Exhibit 10.31 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided by Employer [Group] in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee and Employee, on behalf of himself and his 's heirs, executors, representatives, administrators, trusteesagents, legal representatives, successors [insurers,] and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to the "Releasors") irrevocably and unconditionally fully and forever waive, release release, and forever discharge the Company and its pastEmployer [Group], present and future affiliates and related entitiesincluding [Employer's/each member of Employer Group's] parents, parent and subsidiary corporationssubsidiaries, divisions, shareholdersaffiliates, predecessors, currentsuccessors, former [joint employers,] and future assigns, and each of its and their respective agents, officers, directors, employees, [shareholders,] [trustees,] [partners,] and [OTHER RELATED PERSONS OR ENTITIES], fiduciaries, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company "Released Parties”) "), from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsjudgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities, and expenses (inclusive of action, obligations and liabilities attorneys' fees) of any kind or nature whatsoever, at law or in equity, whether known or unknownunknown (collectively, existing "Claims"), that Releasors may have or contingenthave ever had against the Released Parties, suspected or unsuspectedany of them, apparent or concealed[arising out of, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim any way related to have against any Employee's hire, benefits, employment, termination, or all of the Company Released Parties based upon or arising out separation from employment with Employer [Group]] by reason of any factsactual or alleged act, actsomission, transaction, practice, conduct, omissionsoccurrence, transactions, occurrences, contracts, claims, events, causes, matters or things other matter from the beginning of any conceivable kind or character existing or occurring or claimed time up to exist or to have occurred prior to and including the date of the Employee’s 's execution of this Agreement in Agreement, including, but not limited to: any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such and all claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 19641964 (Title VII), 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990(ADA), 42 U.S.C. § 12101 et seq.; [the Family and Medical Leave Act of 1993(FMLA) (regarding existing but not prospective claims),] [the Fair Labor Standards Act (FLSA),] the Equal Pay Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974(ERISA) (regarding unvested benefits), 29 U.S.C. § 1001 et seq.; the Equal Pay Civil Rights Act of 19631991, 29 Section 1981 of U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002Title 42, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, 15 U.S.C. §1681 et seq.; [the National Labor Relations Act (NLRA),] [the Age Discrimination in Employment Act (ADEA),] [the Uniform Services Employment and Reemployment Rights Act (USERRA),] [the Genetic Information Nondiscrimination Act (XXXX),], the Immigration Reform and Control Act (IRCA), any claims arising under the Texas Labor Code that may be legally waived and released including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act [,OTHER EMPLOYMENT RELATED LOCAL OR COUNTY CODE OR ORDINANCE], all including any amendments and their respective implementing regulations, and any other federal, state state, local, or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmentregulatory, termination of employment, wages, benefits or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practicesmanner; any and all claims for employment or reemployment by the Company Released Parties; compensation of any common law claimstype whatsoever, including but not limited to actions in claims for salary, wages, bonuses, commissions, incentive compensation, vacation, sick pay, or severance; any and all claims arising under tort, defamation and contract, or quasi-contract law, including but not limited to claims of breach of an express or implied contract; any claim , tortious interference with a contract or damage arising out prospective business advantage, breach of Employee’s employment with the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness, or any federalother harm, state wrongful or local statute retaliatory discharge, fraud, defamation, false imprisonment, and negligent or ordinance not expressly referenced aboveintentional infliction of emotional distress; and [and] any and all claims for counsel monetary or equitable relief, including but not limited to, attorneys' fees and costcosts, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties[; and indemnification rights that Employee has against Employer [Group]]. However, this general release and waiver of claims excludes, and the Employee does not waive, release, or discharge: (i) any right to file an administrative charge or complaint with or testify, assist, or participate in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission or other similar federal or state administrative agencies[, although the Employee waives any right to monetary relief related to any filed charge or administrative complaint]; [and] (ii) claims that cannot be waived by law[, such as claims for [unemployment benefit rights and] [workers' compensation]]; [and] [(iii) indemnification rights the Employee has against the Employer;] [and] [(iv) any right to file an unfair labor practice charge under the National Labor Relations Act [or the Employee's rights under a collective bargaining agreement without processes;] [and] [(v) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d));] [and (vi) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements]. [If Employee applies for unemployment benefits, Employer [Group] [shall not actively contest it. However, Employer [Group]] will respond truthfully and completely to any inquiries by the Texas Workforce Commission concerning the termination of Employee's employment.]

Appears in 1 contract

Samples: Settlement and Release of Claims Agreement

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments Seller and benefits set forth in Sections [6.1(b)Buyer hereby jointly and severally release and forever discharge Lender, (d)RGA Mortgage Loan Servicing LLC, and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementtheir respective Loan No. 73100202 successors, the Employeeassigns, on behalf of himself and his heirspartners, executorsdirectors, officers, agents, attorneys, administrators, trustees, legal representativessubsidiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)affiliates, hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisionsbeneficiaries, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executivesrepresentatives, agents, representatives, successors servants and assigns (collectively, the “Company Released Parties”) employees from any and all waivable rights, proceedings, agreements, contracts, judgments, debts, costs, expenses, promises, duties, claims, charges, demands, sums of money, cross-actions, rights, promises, agreementscontroversies, causes of action, obligations damages, rights, liabilities and liabilities of any kind or nature whatsoeverobligations, at law or in equityequity whatsoever, whether known or unknown, existing or contingent, suspected or unsuspected, apparent xxxxxx or concealedinchoate, foreign whether past, present or domestic (hereinafter collectively referred to as “claims”) future, now held, owned or possessed by Seller or Buyer, or which he has now Seller or in the future Buyer may hereafter hold or claim to have against any hold from the beginning of time to the date of this Agreement under common law or all statutory right, known or unknown, arising, directly or indirectly, proximately or remotely, out of the Company Released Parties based upon Property, the Loan or arising out any of the Loan Documents or any factsof the documents, actsinstruments or any other transactions relating thereto or the transactions contemplated thereby including, conductwithout limitation, omissionsany and all rights, transactionsproceedings, occurrencesagreements, contracts, judgments, debts, expenses, promises, duties, claims, eventsdemands, causescross-actions, matters or things controversies, courses of action, damages, rights, liability and obligations whether based upon tort, fraud, breach of any conceivable kind duty of fair dealing, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or character existing negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or occurring prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or claimed any claim for wrongfully accelerating the Note or wrongfully attempting to exist foreclose on any collateral relating to the Note, contract or usury, but only to have the extent that the foregoing arise in connection with events which occurred prior to the date of this Agreement (collectively, the Employee’s execution "Released Claims"). Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement, the Note, the Mortgage, the other Loan Documents and the negotiations between or on behalf of Buyer and/or Seller and Lender and the demands and requests by Lender of Seller or Buyer concerning this Agreement in any way whatsoever relating to or arising out of Employee’s employment with and the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulationLoan Documents, including, but not limited to, all meetings, telephone calls, correspondence and/or other contacts among or on behalf of Buyer and/or Seller and Lender incident to the attempts of said parties to reach an Agreement, or in connection with the Note, the Mortgage or the other Loan Documents and the attempt(s) of Lender to collect the Note, and (b) the exercise by Lender of its rights under any ordinance addressing of the Loan Documents or any of its rights under this Agreement, the Note, the Mortgage or at law or in equity, but in each case, only to the extent that the foregoing arise in connection with events which occurred prior to the date of this Agreement. This release is intended to release all liability of any character claimed for damages, of any type or nature, for injunctive or other relief, for attorneys' fees, interest or any other liability whatsoever, whether statutory, or contractual or tort in character, or of any other nature or character, now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by or on behalf of Buyer and/or Seller against Lender, including, without limitation, any loss, cost or damage in connection with, or based upon, any breach of fiduciary duty, breach of any duty of fair employment practices; dealing or good faith, breach of confidence, breach of funding commitment, breach of any claims for employment other duty, breach of any statutory right, fraud, usury, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or reemployment by the Company Released Parties; any common law claimsnegligent infliction of mental distress, including but not limited to actions in torttortious interference with corporate or other governance or prospective business advantage, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory , deceptive trade practices, libel, slander, conspiracy or any federalother cause of action, state Loan No. 73100202 but only to the extent that the foregoing arise in connection with events which occurred prior to the date of execution hereof. Buyer and Seller each understand and agree that this is a full, final and complete release and agree that this release may be pleaded as an absolute and final bar to any or local statute all suit or ordinance not expressly referenced above; suits pending or which may thereafter be filed or prosecuted by Buyer or Seller, or anyone claiming by, through or under Buyer or Seller, in respect of any of the matters released hereby, and any that no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and all claims that the consideration given for counsel fees this release is no admission of liability and costthat Buyer or Seller, nor those claiming under it will ever claim that it is.

Appears in 1 contract

Samples: And Assumption Agreement (American Realty Capital Healthcare Trust III, Inc.)

General Release and Waiver of Claims. a. In consideration The undersigned, resident of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(bState of (“Releasor”), in accordance with and pursuant to the terms of Section 6(d) of the Employment Agreement (dthe “Agreement”), dated as of January 1, 2010, between Libbey Inc., a Delaware corporation (the “Company”), and (e)]1/[Sections 6.1(d) Releasor, and the last sentence of 6.2 ]2/[Sections 6.1 (e) consideration therein provided, except as set forth herein, hereby remises, releases and 6.3(y)]3 of the Employment Agreementforever discharges and covenants not to xxx, the Employee, on behalf of himself and his heirs, executors, administratorsby these presents does for Releasor and Releasor’s legal representatives, trustees, legal representativesbeneficiaries, successors heirs and assigns (hereinafter collectively Releasor and such persons referred to for purposes of this Section 1 herein, collectively, as the EmployeeReleasing Parties), ) hereby agrees to irrevocably and unconditionally waiveremise, release and forever discharge and covenant not to xxx the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officersthe respective Officers, directors, employees, trusteesequity holders, fiduciaries, administrators, executives, agents, representatives, successors agent and representatives of each of them and all of their respective successor and assigns (each a “Released Party” and collectively, the “Company Released Parties”) ), of and from any and all waivable claims, charges, demands, sums manner of money, actions, rightsproceedings, promises, agreementsclaims, causes of action, obligations suits, promises, damages, judgments, executions, claims and liabilities demands, of any kind or nature whatsoever, and of every kind and description, xxxxxx and inchoate, known or unknown, at law or in equityequity (collectively, whether known “Claims”), which the Releasing Parties, or unknownany of them, existing now have or contingentever had, suspected or unsuspectedhereafter can, apparent shall or concealedmay have, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based for, upon or arising out by reason of any factsmatter, actscause or thing whatsoever, conductagainst the Released Parties, omissionsand each of them, transactions, occurrences, contracts, claims, events, causes, matters or things from the beginning of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.hereof;

Appears in 1 contract

Samples: Employment Agreement (Libbey Inc)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(bSection 6.2(a), (db), and (e)]1/[Sections 6.1(dc), or (d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment AgreementAgreement (or any portion thereof), the Employee, Executive on behalf of himself Executive and his Executive’s heirs, executors, representatives, agents, insurers, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasors), hereby agrees to ) irrevocably and unconditionally fully and forever waive, release and forever discharge the Company Company, each of its subsidiaries and its past, present and future other corporate affiliates and related entitieseach of their respective executives, parent officers, directors, owners, shareholders and subsidiary corporationsagents (collectively referred to herein as the “Employer Group”), divisionsincluding each member of the Employer Group’s parents, shareholderssubsidiaries, affiliates, predecessors, currentsuccessors and assigns, former and future all of their respective officers, directors, employees, trusteesshareholders, fiduciariesand partners, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the EmployeeExecutive’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeRelease, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims arising under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Rights Genetic Information Nondiscrimination Act of 19642008, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family California Fair Employment and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Housing Act, 15 U.S.C. §1681 et seq.; as amended, and/or any other federalFederal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or and (ii) any other federaltort, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimscontract and/or quasi-contract law, including but not limited to actions claims of wrongful discharge (including wrongful termination in tortviolation of public policy), defamation and defamation, emotional distress, tortious interference with contract, breach of contractthe implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, (D) claims under the Amended and Restated Executive Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (E) any claim other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or damage arising out of Employee’s employment communication with any governmental or separation from the Company Released Parties regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a claim Governmental Authority for retaliation) under information provided to any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costGovernmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 6.2]2/ of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and _______________________________________________________________________________ 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees fees, costs and costinterest.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In consideration of Employee’s right a)In exchange for the special severance benefits provided to receive the severance payments and benefits set forth in Sections [6.1(b)you under this Agreement, (d)to which you would not otherwise be entitled, and (e)]1/[Sections 6.1(d) other good and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementvaluable consideration, the Employeereceipt and sufficiency of which you hereby acknowledge, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal personal representatives, successors and assigns (hereinafter collectively referred to for purposes assigns, and all others connected with or claiming through you, you agree that this Agreement shall be in complete and final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations suits, rights and liabilities of any kind or nature whatsoeverclaims, demands, damages and compensation, whether at law or in equity, whether now known or unknown, existing or contingent, suspected or unsuspected, apparent accrued or concealedunaccrued, foreign contingent or domestic (hereinafter collectively referred to as “claims”) otherwise, which he has now or you have had in the future may claim to have past, now have, or might now have, against any or all of the Company Released Parties based upon or any of its Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of any factsyour employment, actsits termination, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment your other associations with the Company Released Parties or any of its Affiliates, or pursuant to Title VII of the termination thereof. Such claims includeCivil Rights Act, without limitationthe Americans with Disabilities Act, claims arising under the Family and Medical Leave Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended by the Civil Rights Act of 1964Older Workers Benefit Protection Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes (each as amended from time to time) of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to the Company or any of 2002its Affiliates, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state or local statutory laws relating to employmentlaw, discrimination regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmenttheir official capacities (collectively, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims”), including but not limited to actions in tortfrom, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalyou hereby waive, state or local statute or ordinance not expressly referenced above; and any and all such Claims. Notwithstanding the provisions hereof, this release does not extend to any rights to indemnification you may have against claims for counsel fees by third parties (a) to the extent that such claims are covered by the Company’s Directors and costOfficers Liability Insurance naming you as a beneficiary, or (b) to the extent that you are entitled to indemnification under the laws of the Commonwealth of Massachusetts or the Company’s By-laws.

Appears in 1 contract

Samples: Letter Agreement (Sigilon Therapeutics, Inc.)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments Seller, Original Guarantor, Buyer and benefits set forth in Sections [6.1(b), Guarantor (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementcollectively, the Employee"Releasing Parties") hereby jointly and severally release and forever discharge Lender and their respective successors, on behalf of himself and his heirsassigns, executorspartners, directors, officers, agents, attorneys, administrators, trustees, legal representativessubsidiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)affiliates, hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisionsbeneficiaries, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executivesrepresentatives, agents, representatives, successors servants and assigns (collectively, the “Company Released Parties”) employees from any and all waivable rights, proceedings, agreements, contracts, judgments, debts, costs, expenses, promises, duties, claims, charges, demands, sums of money, cross-actions, rights, promises, agreementscontroversies, causes of action, obligations damages, rights, liabilities and liabilities of any kind or nature whatsoeverobligations, at law or in equityequity whatsoever, whether known or unknown, existing or contingent, suspected or unsuspected, apparent xxxxxx or concealedinchoate, foreign whether past, present or domestic future, now held, owned or possessed by, any Releasing Party (hereinafter collectively referred to as “claims”) the extent arising or accruing on or prior to the date hereof), or which he has now any Releasing Party may hereafter hold or in the future may claim to have against any hold from the beginning of time to the date of this Agreement under common law or all statutory right, known or unknown, arising, directly or indirectly, proximately or remotely, out of the Company Released Parties based upon Property, the Loan or arising out any of the Loan Documents or any factsof the documents, actsinstruments or any other transactions relating thereto or the transactions contemplated thereby including, conductwithout limitation, omissionsany and all rights, transactionsproceedings, occurrencesagreements, contracts, judgments, debts, expenses, promises, duties, claims, eventsdemands, causescross-actions, matters or things controversies, causes of action, damages, rights, liability and obligations whether based upon tort, fraud, breach of any conceivable kind duty of fair dealing, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or character existing negligent infliction of mental distress, tortuous interference with contractual relations, tortuous interference with corporate governance or occurring prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or claimed any claim for wrongfully accelerating the Note or wrongfully attempting to exist foreclose on any collateral relating to the Note, contract or usury, but only to have the extent that the foregoing arise in connection with events which occurred prior to the date of this Agreement (collectively, the Employee’s execution "Released Claims"). Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement, the Note, the Mortgage, and all other Loan Documents, and all prior negotiations between or on behalf of Buyer and/or Seller and Lender and the demands and requests by Lender of Seller or Buyer concerning this Agreement in any way whatsoever relating to or arising out of Employee’s employment with and the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulationLoan Documents, including, but not limited to, all meetings, telephone calls, correspondence and/or other contacts among or on behalf of Buyer and/or Seller and Lender incident to the attempts of said parties to reach an Agreement, or in connection with the Note, the Mortgage or the other Loan Documents and the attempt(s) of Lender to collect the Note, and (b) the exercise by Lender of its rights under any ordinance addressing of the Loan Documents or any of its rights under this Agreement, the Note, the Mortgage or any other Loan Documents or at law or in equity. This release is intended to release all liability of any character claimed for damages, of any type or nature, for injunctive or other relief, for attorneys' fees, interest or any other liability whatsoever, whether statutory, or contractual or tort in character, or of any other nature or character, now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by or on behalf of any of the Releasing Parties against Lender, including, without limitation, any loss, cost or damage in connection with, or based upon, any breach of fiduciary duty, breach of any duty of fair employment practices; dealing or good faith, breach of confidence, breach of funding commitment, breach of any claims for employment other duty, breach of any statutory right, fraud, usury, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or reemployment by the Company Released Parties; any common law claimsnegligent infliction of mental distress, including but not limited to actions in torttortious interference with corporate or other governance or prospective business advantage, defamation and breach of contract; , deceptive trade practices, libel, slander, conspiracy or any claim other cause of action, but only to the extent that the foregoing arise in connection with events which occurred prior to the date of execution hereof. The Releasing Parties each understand and agree that this is a full, final and complete release and agree that this release may be pleaded as an absolute and final bar to any or damage arising out all suit or suits pending or which may thereafter be filed or prosecuted by any of Employee’s employment with the Releasing Parties, or separation from the Company Released Parties (including a claim for retaliation) anyone claiming by, through or under any common law theory or of the Releasing Parties, in respect of any federalof the matters released hereby, state or local statute or ordinance not expressly referenced above; and any that no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and all claims that the consideration given for counsel fees this release is no admission of liability and costthat no Releasing Party, nor those claiming under it will ever claim that it is.

Appears in 1 contract

Samples: Consent and Assumption Agreement (Ramco Gershenson Properties Trust)

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General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for the severance payments pay and benefits set forth in Sections [6.1(b)provided to you under this Agreement, (d)to which you would not otherwise be entitled, and (e)]1/[Sections 6.1(d) other good and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementvaluable consideration, the Employeereceipt and sufficiency of which you hereby acknowledge, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal personal representatives, successors and assigns (hereinafter collectively referred to for purposes assigns, and all others connected with or claiming through you, you agree that this Agreement shall be in complete and final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations suits, rights and liabilities of any kind or nature whatsoeverclaims, demands, damages and compensation, whether at law or in equity, whether now known or unknown, existing or contingent, suspected or unsuspected, apparent accrued or concealedunaccrued, foreign contingent or domestic (hereinafter collectively referred to as “claims”) otherwise, which he has now or you have had in the future may claim to have past, now have, or might now have, against any or all of the Company Released Parties based upon or any of its Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of any factsyour employment, actsits termination, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment your other associations with the Company Released Parties or any of its Affiliates, or pursuant to Title VII of the termination thereof. Such claims includeCivil Rights Act, without limitationthe Americans with Disabilities Act, claims arising under the Family and Medical Leave Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended by the Civil Rights Act of 1964Older Workers Benefit Protection Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes (each as amended from time to time) of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to the Company or any of 2002its Affiliates, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state state, local or local statutory foreign law, regulation or other requirement, including under the laws relating to employmentof the Cayman Islands and the laws of Hong Kong Special Administrative Region of the People’s Republic of China (collectively, discrimination the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmenttheir official capacities (collectively, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims”), including but not limited to actions in tortfrom, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalyou hereby waive, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costsuch Claims. For the avoidance of doubt, nothing in this Agreement releases your right to enforce the terms of the Agreement.

Appears in 1 contract

Samples: LianBio

General Release and Waiver of Claims. a. In exchange for the consideration of provided in this Agreement, Employee and Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representativesinsurers, administrators, successors and assigns (collectively, the “Company Released PartiesReleasors”) irrevocably and unconditionally fully and forever waive, release and discharge Employer Group, including each member of Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, stockholders, trustees, partners and other related persons or entities, in their corporate and individual capacities (collectively, the “Releasees”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations obligations, judgments, rights, fees, damages, debts, obligations, liabilities and liabilities expenses (inclusive of attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement Agreement, including any claims under any federal, state, local or foreign law, that the Releasors may have, have ever had or may in the future have arising out of, or in any way whatsoever relating related to or arising out of Employee’s hire, benefits, employment, termination or separation from employment with the Company Released Parties Employer Group and any actual or the termination thereof. Such alleged act, omission, transaction, practice, conduct, occurrence or other matter, including (i) any and all claims include, without limitation, claims arising under the Age Discrimination (in Employment Act, 29 U.S.C. § 621 et seq.; each case as amended) Title VII of the Civil Rights Act of 1964Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993(with respect to existing but not prospective claims), 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 19741974 (with respect to unvested benefits), 29 U.S.C. § 1001 et seq.; the Equal Pay Civil Rights Act of 19631991, 29 Section 1981 of U.S.C. § 206(dTitle 42, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Age Discrimination in Employment Act (the “ADEA”); , the Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act of 2008, the New York State Human Rights Law, the New York Labor Law (including the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York Civil Rights Law, Section 806 125 of the Corporate and Criminal Fraud Accountability Act of 2002New York Workers’ Compensation Law, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting New York City Human Rights Law, the Colorado Anti-Discrimination Act, 15 U.S.C. §1681 et seq.; the Colorado Minimum Wage Order, and the Colorado Labor Relations Act, and in each case all of their respective implementing regulations, and any other federal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliationii) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel compensation of any type whatsoever, including claims for salary, wages, bonuses, commissions, incentive compensation, vacation and severance; (iii) any and all claims arising under tort, contract or quasi-contract law, including claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment or negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and costdisbursements.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Lilis Energy, Inc.)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b6.1(a), (c), (d), (f) and (e)]1/[Sections 6.1(dh) and the last sentence of Section 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee, on behalf of himself Employee and his her heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representativesinsurers, administrators, successors and assigns (collectively, the “Company Released PartiesEmployee Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, trustees, partners and other related persons or entities, in their corporate and individual capacities (collectively, the “Employer Releasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeAgreement, including, without limitation, any claims under any federal, state, local or foreign law, that the Employee Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII the Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act of 2008, the Oregon Family Leave Act, the Oregon Military Family Leave Act, Chapter 659A of the Civil Rights Act Oregon Revised Statutes and all state and local laws that may be legally waived, in each case as amended and in each case including all of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; their respective implementing regulations and/or any other federal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or (ii) any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any and all claims for employment or reemployment by the Company Released Parties; compensation of any common law claimstype whatsoever, including but not limited to actions in claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance, including but not limited to claims under the Employment Agreement; (iii) any and all claims arising under tort, defamation and contract and/or quasi-contract law, including but not limited to claims of breach of an expressed or implied contract; any claim , tortious interference with contract or damage arising out prospective business advantage, breach of Employee’s employment with the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or separation from the Company Released Parties (including a claim for retaliation) under any common law theory sickness or any federalother harm, state wrongful or local statute retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or ordinance not expressly referenced aboveintentional infliction of emotional distress; and (iv) any and all claims for counsel monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and costdisbursements. However, this general release and waiver of claims excludes, and the Employee does not waive, release or discharge: (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; (ii) claims which cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation; (iii) indemnification rights the Employee has against the Employer; (iv) any rights to vested benefits, such as pension or retirement benefits; and (v) claims or rights arising under this Agreement. If the Employee applies for unemployment benefits, the Employer shall not contest it. When so required, the Employer will answer any inquiries by the Department of Labor concerning the termination of Employee’s employment in a truthful manner. In exchange for the consideration provided in this Agreement, the Employer Releasees irrevocably and unconditionally fully and forever waive, release and discharge the Employee Releasors, from any and all Claims, whether known or unknown, from the beginning of time to the date of the Employer’s execution of this Agreement, including, without limitation, any claims under any federal, state, local or foreign law, that the Employer Releasees may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, However, this general release and waiver of claims excludes, and the Employer Releasees do not waive, release or discharge (i) claims which cannot be waived by law and (ii) claims or rights arising under this Agreement.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Prima BioMed LTD)

General Release and Waiver of Claims. a. In consideration of Employee’s right the Severance Benefits provided by Generation Bio (the “Company”) to receive Xxxxxx Xxxxxx, as described in the severance payments letter agreement dated January 9, 2020 to which this General Release and benefits set forth in Sections [6.1(bWaiver of Claims is attached as Exhibit B (the “Agreement”), (d)Xx. Xxxxxx, and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of for himself and for his heirs, executors, administrators, trusteesestates, legal agents, servants, representatives, successors attorneys, insurers and assigns (hereinafter collectively referred to for purposes in this General Release of this Section 1 Claims as the EmployeeReleasor”), hereby agrees to the extent permitted by law, voluntarily, irrevocably and unconditionally waive, release releases and forever discharge discharges the Company Company, its affiliated entities, its and their predecessor and successor organizations and assigns, and each of its past, and their present and future affiliates and related entities, parent and subsidiary corporations, divisions, former shareholders, predecessors, current, former and future officers, directors, officers, employees, trustees, fiduciaries, administrators, executives, agents, servants, representatives, successors attorneys and assigns insurers (collectively, the “Company Released PartiesReleasees) ), from any and all waivable actions, causes of action, claims, chargescomplaints, demandssuits, debts, sums of money, actionsagreements, promises, torts, damages, accounts, covenants, contracts, judgments, controversies, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature demands whatsoever, at whether known or unknown, suspected or unsuspected, in law or in equity, whether known statutory or unknowncommon law, existing whether federal, state, local or contingentotherwise, suspected which the Releasor now has, owns, or unsuspectedholds, apparent or concealedclaims to have, foreign own or domestic (hereinafter collectively referred to as “claims”) hold, or which he has now at any time heretofore, had owned or in the future may claim held, or claimed to have owned or held against each, or any or all of the Company Released Parties Releasees, based upon or upon, arising out of or in connection with any factscircumstances, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters matter or things state of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior fact from the beginning of the world to the date of the Employee’s execution this General Release of this Agreement Claims, including but not limited to claims arising out of or in any way whatsoever relating related to Releasor’s hiring or arising out of Employee’s employment with at the Company Released Parties Company, or the his termination thereof. Such claims includefrom that employment, without limitationor any related matters, including but not limited to claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; (i) Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, and Medical Leave the Rehabilitation Act of 19931973, 29 U.S.C. § 2601 et seq.all as amended; (ii) all claims arising out of the Fair Labor Standards Act, the Fair Credit Reporting Act, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Massachusetts Fair Credit Reporting Employment Practices Act, 15 U.S.C. §1681 et seq.the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Labor and Industries Act, the Massachusetts Payment of Wages Act, the Massachusetts Privacy Act, and the Massachusetts Parental Leave Act, all as amended; any other federal, state (iii) all common law tort or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, contract claims including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation defamation, and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties and (including a claim for retaliationiv) all claims under any common law theory or any federal, state or local statute law, constitution, or ordinance not expressly referenced above; regulation. Releasor agrees and acknowledges that he is waiving and releasing any and all claims for counsel fees and costunpaid wages of any type that he may have against any of the Releasees under the Massachusetts Payment of Wages Act, M.G.L. c. 149, § 148 et seq.

Appears in 1 contract

Samples: Stock Option Agreement (Generation Bio Co.)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections e)] References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. /[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 22 References to be used in connection with a termination as a result of death/[Sections 6.1 (e) and 6.3(y)]3 6.3(y)]33 References to be used in connection with a termination as a result of application of Section 6.3. of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References 1References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 33 References to be used in connection with a termination as a result of application of Section 6.3. 116 employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In consideration (a) Xxx wishes to be certain that this Agreement will resolve any and all concerns that you might have and therefore requests that you carefully consider its terms, including the release and waiver of Employee’s right to receive the severance payments and benefits claims set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment paragraph directly below. This Agreement, which includes the Employeerelease and waiver of claims set forth below, creates legally-binding obligations. (b) In exchange for the arrangements being provided to you under this Agreement, to which payments you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)all others connected with or claiming through you, you hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company Zai, its predecessors, successors, and its assigns, and all of their past, present and future affiliates and related entitiespartners, parent and subsidiary corporationsassociates, divisions, shareholders, predecessors, current, former and future officers, directorsprincipals, employees, trustees, fiduciaries, administrators, executives, agents, agents and representatives, successors and assigns all others affiliated and/or associated with Zai (collectivelyincluding, without limitation, Xxx Xxxxxx) or any of the foregoing (together, the “Company Released Parties”) ), whether acting on behalf of Zai or in their individual capacities, from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations rights, charges, grievances and liabilities claims of any kind type or nature whatsoeverdescription, at law or in equity, whether known or unknown, existing accrued or contingentunaccrued, suspected contingent or unsuspectedotherwise, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or you have had in the future may claim to have against past, now have, or might now have, through the date of your signing of this Agreement, including without limitation any or all of the Company Released Parties based upon or claims in any way resulting from, arising out of or connected with your employment or any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment other association with the Company Released Parties Zai or the termination thereof. Such cessation thereof (including claims includefor wrongful discharge), without limitationthe Employment Agreement, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; pursuant to Title VII of the Civil Rights Act of 1964Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes (each as amended from time to time) of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to any member of 2002Zai, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; or pursuant to any other U.S. federal, state or local statutory laws relating law, regulation or other requirement (hereafter collectively, “Claims”), and you hereby waive all such Claims. You agree that this Agreement shall be in complete and final settlement of all such Claims. (c) This Agreement, including the general release and waiver of claims set forth in this Section 5, creates legally binding obligations and Xxx therefore advises you to employmentconsult an attorney before signing this Agreement. In signing this Agreement, discrimination in 1 References to be used in connection you give Xxx assurance that you have signed it voluntarily and with a termination without Cause full understanding of its terms and that you have not relied on any promises or for Good Reason representations, express or as a result implied, that are not set forth expressly in this Agreement. (d) For the avoidance of Disability. 2 References to be used doubt, (i) nothing in connection with a termination as a result of death 3 References to be used this Agreement or in connection with a termination as a result of application of Section 6.3. employmentthe Continuing Obligations limits, termination of employment, wages, benefits restricts or otherwise; or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state state, or local constitutiongovernment official, statute, ruleeither directly or indirectly, or regulationto an attorney, includingsolely for the purpose of reporting or investigating a suspected violation of law, but not limited toor (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, any ordinance addressing fair employment practices; any claims for employment or reemployment however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costunauthorized means.

Appears in 1 contract

Samples: Option Exercise and Stock Sale (Zai Lab LTD)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections e)]1/ [Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections ] /2[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees fees, costs and costinterest.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In exchange for the consideration of Employee’s right to receive the severance payments and benefits set forth provided in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee, on behalf of himself Employee and his heirs, executors, representatives, agents, insurers, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as the EmployeeReleasors), hereby agrees to ) irrevocably and unconditionally fully and forever waive, release and forever discharge the Company and its pastEmployer, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholdersincluding the Employer’s affiliates, predecessors, currentsuccessors and assigns, former and future all of their respective officers, directors, employees, trusteesshareholders, fiduciaries, administrators, executives, agents, representatives, successors in their corporate and assigns individual capacities (collectively, the “Company Released PartiesReleasees”) from any and all waivable claims, charges, demands, sums actions, causes of moneyactions, actionsobligations, judgments, rights, promisesfees, agreementsdamages, causes debts, obligations, liabilities and expenses (inclusive of action, obligations and liabilities attorneys’ fees) of any kind or nature whatsoeverwhatsoever (collectively, at law or in equity“Claims”), whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in from the future may claim to have against any or all beginning of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims includeAgreement, including, without limitation, any claims any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Sxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended, the Civil Rights Genetic Information Nondiscrimination Act of 19642008, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family California Fair Employment and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Housing Act, 15 U.S.C. §1681 et seq.; as amended, and/or any other federalFederal, state state, local or local statutory laws relating to employmentforeign law (statutory, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits regulatory or otherwise) that may be legally waived and released; or and (ii) any other federaltort, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claimscontract and/or quasi- contract law, including but not limited to actions in tortclaims of wrongful discharge, defamation defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and breach the Employee does not waive, release or discharge (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or unemployment laws; or (iii) indemnification rights the Employee has against the Employer, and/or any other claims that cannot be waived by law. If the Employee applies for unemployment benefits, the employer shall not contest it. When so required, the Employer will answer any inquiries by the Department of contract; any claim or damage arising out Labor concerning the termination of the Employee’s employment with or separation from the Company Released Parties (including in a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costtruthful manner.

Appears in 1 contract

Samples: Separation, Settlement and Release of Claims Agreement (Reed's, Inc.)

General Release and Waiver of Claims. a. (i) In consideration of Employee’s right to receive exchange for the severance special payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment provided to you under this Agreement, the Employeeto which you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors you agree that this Agreement shall be in complete and assigns final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment, its termination, your other associations with the Company and its Affiliates (hereinafter collectively referred as defined below), or the Offer Letter or the Employment Agreement, or pursuant to for purposes Title VII of this Section 1 the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the EmployeeClaims”), and you hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company Company, its Affiliates and its all of their respective past, present and future affiliates and related entities, parent and subsidiary corporations, divisionsdirectors, shareholders, predecessors, current, former and future officers, directorsmembers, managers, general and limited partners, employees, trustees, fiduciariesemployee benefit plans, administrators, executivestrustees, agents, representatives, successors and assigns assigns, and all others connected with any of them, both individually and in their official capacities (collectively, the “Company Released Parties”) from ), from, and you hereby waive, any and all waivable claimssuch Claims; provided, charges, demands, sums however that the release in this Section 1(e)(i) shall not apply to (x) your right to enforce the terms of money, actions, rights, promises, agreements, causes this Agreement or (y) any right to indemnification that you may have under the certificate of action, obligations and liabilities of any kind incorporation or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all by-laws of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment insurance policies maintained by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costCompany.

Appears in 1 contract

Samples: Stemcells Inc

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections e)] References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. /[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 22 References to be used in connection with a termination as a result of death/[Sections 6.1 (e) and 6.3(y)]3 6.3(y)]33 References to be used in connection with a termination as a result of application of Section 6.3. of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in _________________________________ 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. Exhibit 10.1 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments Seller, Original Guarantor, Xxxxx and benefits set forth in Sections [6.1(b), Guarantor (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementcollectively, the Employee“Releasing Parties”) hereby jointly and severally release and forever discharge Lender and their respective successors, on behalf of himself and his heirsassigns, executorspartners, directors, officers, agents, attorneys, administrators, trustees, legal representativessubsidiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)affiliates, hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisionsbeneficiaries, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executivesrepresentatives, agents, representatives, successors servants and assigns (collectively, the “Company Released Parties”) employees from any and all waivable rights, proceedings, agreements, contracts, judgments, debts, costs, expenses, promises, duties, claims, charges, demands, sums of money, cross-actions, rights, promises, agreementscontroversies, causes of action, obligations damages, rights, liabilities and liabilities of any kind or nature whatsoeverobligations, at law or in equityequity whatsoever, whether known or unknown, existing or contingent, suspected or unsuspected, apparent xxxxxx or concealedinchoate, foreign whether past, present or domestic (hereinafter collectively referred to as “claims”) future, now held, owned or possessed by, any Releasing Party, or which he has now any Releasing Party may hereafter hold or in the future may claim to have against any hold from the beginning of time to the date of this Agreement under common law or all statutory right, known or unknown, arising, directly or indirectly, proximately or remotely, out of the Company Released Parties based upon Property, the Loan or arising out any of the Loan Documents or any factsof the documents, actsinstruments or any other transactions relating thereto or the transactions contemplated thereby including, conductwithout limitation, omissionsany and all rights, transactionsproceedings, occurrencesagreements, contracts, judgments, debts, expenses, promises, duties, claims, eventsdemands, causescross-actions, matters or things controversies, causes of action, damages, rights, liability and obligations whether based upon tort, fraud, breach of any conceivable kind duty of fair dealing, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or character existing negligent infliction of mental distress, tortuous interference with contractual relations, tortuous interference with corporate governance or occurring prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or claimed any claim for wrongfully accelerating the Note or wrongfully attempting to exist foreclose on any collateral relating to the Note, contract or usury, but only to have the extent that the foregoing arise in connection with events which occurred prior to the date of this Agreement (collectively, the Employee’s execution “Released Claims”). Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement, the Note, the Security Instrument, and all other Loan Documents, and the negotiations between or on behalf of Buyer and/or Seller and Xxxxxx and the demands and requests by Xxxxxx of Seller or Buyer concerning this Agreement in any way whatsoever relating to or arising out of Employee’s employment with and the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulationLoan Documents, including, but not limited to, all meetings, telephone calls, correspondence and/or other contacts among or on behalf of Buyer and/or Seller and Lender incident to the attempts of said parties to reach an Agreement, or in connection with the Note, the Security Instrument or the other Loan Documents and the attempt(s) of Lender to collect the Note, and (b) the exercise by Lender of its rights under any ordinance addressing of the Loan Documents or any of its rights under this Agreement, the Note, the Security Instrument or any other Loan Documents or at law or in equity. This release is intended to release all liability of any character claimed for damages, of any type or nature, for injunctive or other relief, for attorneys’ fees, interest or any other liability whatsoever, whether statutory, or contractual or tort in character, or of any other nature or character, now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by or on behalf of any of the Releasing Parties against Lender, including, without limitation, any loss, cost or damage in connection with, or based upon, any breach of fiduciary duty, breach of any duty of fair employment practices; dealing or good faith, breach of confidence, breach of funding commitment, breach of any claims for employment other duty, breach of any statutory right, fraud, usury, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or reemployment by the Company Released Parties; any common law claimsnegligent infliction of mental distress, including but not limited to actions in torttortious interference with corporate or other governance or prospective business advantage, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory , deceptive trade practices, libel, slander, conspiracy or any federalother cause of action, state but only to the extent that the foregoing arise in connection with events which occurred prior to the date of execution hereof. The Releasing Parties each understand and agree that this is a full, final and complete release and agree that this release may be pleaded as an absolute and final bar to any or local statute all suit or ordinance not expressly referenced above; suits pending or which may thereafter be filed or prosecuted by any of the Releasing Parties, or anyone claiming by, through or under and of the Releasing Parties, in respect of any of the matters released hereby, and all claims that no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and that the consideration given for counsel fees this release is no admission of liability and costthat no Releasing Party, nor those claiming under it will ever claim that it is.

Appears in 1 contract

Samples: And Assumption Agreement (Lodging Fund REIT III, Inc.)

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment provided to you under this Agreement, the Employeeto which you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors you agree that this Agreement shall be in complete and assigns (hereinafter collectively referred to for purposes final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations rights and liabilities of any kind or nature whatsoever, at law or in equityclaims, whether known or unknown, existing accrued or contingentunaccrued, suspected contingent or unsuspectedotherwise, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or that you have had in the future may claim to have past, now have, or might now have, against any or all of the Company Released Parties based upon or any of its Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of any factsyour employment, actsits termination, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment your other associations with the Company Released Parties or any of its Affiliates, or pursuant Title VII of the termination thereof. Such claims includeCivil Rights Act, without limitationthe Americans with Disabilities Act, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of as amended by the Civil Rights Act of 1964Older Workers Benefit Protection Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; to the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes of the Corporate and Criminal Fraud Accountability Act state or states in which you have provided services to the Company or any of 2002its Affiliates (each as amended from time to time), 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state or local statutory laws relating to employmentlaw, discrimination regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employmenttheir official capacities (collectively, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims”), including but not limited to actions in tortfrom, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalyou hereby waive, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costsuch Claims.

Appears in 1 contract

Samples: Letter Agreement (Neogenomics Inc)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections e)] References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. /[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 22 References to be used in connection with a termination as a result of death/[Sections 6.1 (e) and 6.3(y)]3 6.3(y)]33 References to be used in connection with a termination as a result of application of Section 6.3. of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References 1References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 33 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In consideration of Employee’s 's right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence e)] References to be used in connection with a termination without Cause or for Good Reason. /[6.1(d)] References to be used in connection with a termination as a result of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 death or Disability./[Section 6.3(y)] References to be used in connection with a termination as a result of application of Section 6.3. [6.4]of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s 's execution of this Agreement in any way whatsoever relating to or arising out of Employee’s 's employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s 's employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. a. In consideration of Employeethe Company’s right to receive the severance payments and benefits obligations set forth in Sections [6.1(b)this Release, (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreement, the EmployeeIndividual, on behalf of himself herself and his her spouse, heirs, executors, administrators, trustees, legal representativesbeneficiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)assigns, hereby agrees to voluntarily, knowingly, willingly, unconditionally, and irrevocably and unconditionally waive, release releases and forever discharge discharges (a) the Company and its pastthe Trust of Carriage Services Capital Trust, present (b) all of their respective subsidiaries and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, their each of their predecessors, currentsuccessors and assigns, (c) together with the respective present or former and future officers, directors, employeespartners, managers, trustees, fiduciariesshareholders, administratorsemployees, executivesattorneys, agentsand agents of all of the foregoing entities and any and all employee pension or welfare benefits plans, representatives, successors including current and assigns former trustees and administrators of these plans (collectively, the “Company Released PartiesReleasees) ), both individually and in their official capacities, from any and all waivable rights, claims, causes of action, charges, demands, sums damages, liabilities, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of moneyevery kind, actionstype, rightsnature, promises, agreements, causes of action, obligations and liabilities of any kind or nature description whatsoever, at in law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent vested or concealedcontingent, foreign accrued or domestic (hereinafter collectively referred yet to as “claims”) which he has accrue, that Individual or Individual’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or in the future hereafter can, shall or may claim to have against any or all of the Company Released Parties based upon or arising out by reason of any factsmatter, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters cause or things thing whatsoever arising from the beginning of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofEffective Date (“Release”). Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, includingThis Release includes, but is not limited to, any ordinance addressing fair employment practices; rights or claims relating in any way to any rights or claims for employment arising under the common law or reemployment by under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federalof the Releasees and Individual or Individual’s spouse, state as well as any other offer letter, award agreement, or local statute employment agreement or ordinance not expressly referenced aboveunderstanding; and any and all claims for counsel fees alleged tortious, defamatory or fraudulent conduct, including without limitation intentional infliction of emotional distress, defamation, fraud, and costbreach of duty (collectively, the “Released Claims”). Individual covenants and agrees (i) that she will not commence, maintain or participate in any suit or proceeding against the Releasees, (ii) that she has not filed any such suit or proceeding, and (iii) that she has not assigned or otherwise transferred any interest in any Released Claim or any interest related to the Company to a third party. Notwithstanding the foregoing, nothing in this Release shall (u) waive any claim that arises after the date Individual signs this Release, (v) waive any claim for contractual payments under the Transition Agreement, (w) waive any rights to payments under the Company’s medical plan, (x) be construed to prohibit Individual from bringing appropriate proceedings to enforce this Release; or (y) waive any rights that, pursuant to law, cannot be waived or subject to a release of this kind.

Appears in 1 contract

Samples: General Release (Carriage Services Inc)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments Seller, Original Guarantor, Buyer and benefits set forth in Sections [6.1(b), Guarantor (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment Agreementcollectively, the Employee“Releasing Parties”) hereby jointly and severally release and forever discharge Lender and their respective successors, on behalf of himself and his heirsassigns, executorspartners, directors, officers, agents, attorneys, administrators, trustees, legal representativessubsidiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)affiliates, hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisionsbeneficiaries, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executivesrepresentatives, agents, representatives, successors servants and assigns (collectively, the “Company Released Parties”) employees from any and all waivable rights, proceedings, agreements, contracts, judgments, debts, costs, expenses, promises, duties, claims, charges, demands, sums of money, cross-actions, rights, promises, agreementscontroversies, causes of action, obligations damages, rights, liabilities and liabilities of any kind or nature whatsoeverobligations, at law or in equityequity whatsoever, whether known or unknown, existing or contingent, suspected or unsuspected, apparent xxxxxx or concealedinchoate, foreign whether past, present or domestic future, now held, owned or possessed by, any Releasing Party (hereinafter collectively referred to as “claims”) the extent arising or accruing on or prior to the date hereof), or which he has now any Releasing Party may hereafter hold or in the future may claim to have against any hold from the beginning of time to the date of this Agreement under common law or all statutory right, known or unknown, arising, directly or indirectly, proximately or remotely, out of the Company Released Parties based upon Property, the Loan or arising out any of the Loan Documents or any factsof the documents, actsinstruments or any other transactions relating thereto or the transactions contemplated thereby including, conductwithout limitation, omissionsany and all rights, transactionsproceedings, occurrencesagreements, contracts, judgments, debts, expenses, promises, duties, claims, eventsdemands, causescross-actions, matters or things controversies, causes of action, damages, rights, liability and obligations whether based upon tort, fraud, breach of any conceivable kind duty of fair dealing, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or character existing negligent infliction of mental distress, tortuous interference with contractual relations, tortuous interference with corporate governance or occurring prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or claimed any claim for wrongfully accelerating the Note or wrongfully attempting to exist foreclose on any collateral relating to the Note, contract or usury, but only to have the extent that the foregoing arise in connection with events which occurred prior to the date of this Agreement (collectively, the Employee’s execution “Released Claims”). Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement, the Note, the Mortgage, and all other Loan Documents, and all prior negotiations between or on behalf of Buyer and/or Seller and Lender and the demands and requests by Lender of Seller or Buyer concerning this Agreement in any way whatsoever relating to or arising out of Employee’s employment with and the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulationLoan Documents, including, but not limited to, all meetings, telephone calls, correspondence and/or other contacts among or on behalf of Buyer and/or Seller and Lender incident to the attempts of said parties to reach an Agreement, or in connection with the Note, the Mortgage or the other Loan Documents and the attempt(s) of Lender to collect the Note, and (b) the exercise by Lender of its rights under any ordinance addressing of the Loan Documents or any of its rights under this Agreement, the Note, the Mortgage or any other Loan Documents or at law or in equity. This release is intended to release all liability of any character claimed for damages, of any type or nature, for injunctive or other relief, for attorneys’ fees, interest or any other liability whatsoever, whether statutory, or contractual or tort in character, or of any other nature or character, now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by or on behalf of any of the Releasing Parties against Lender, including, without limitation, any loss, cost or damage in connection with, or based upon, any breach of fiduciary duty, breach of any duty of fair employment practices; dealing or good faith, breach of confidence, breach of funding commitment, breach of any claims for employment other duty, breach of any statutory right, fraud, usury, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or reemployment by the Company Released Parties; any common law claimsnegligent infliction of mental distress, including but not limited to actions in torttortious interference with corporate or other governance or prospective business advantage, defamation and breach of contract; , deceptive trade practices, libel, slander, conspiracy or any claim other cause of action, but only to the extent that the foregoing arise in connection with events which occurred prior to the date of execution hereof. The Releasing Parties each understand and agree that this is a full, final and complete release and agree that this release may be pleaded as an absolute and final bar to any or damage arising out all suit or suits pending or which may thereafter be filed or prosecuted by any of Employee’s employment with the Releasing Parties, or separation from the Company Released Parties (including a claim for retaliation) anyone claiming by, through or under any common law theory or of the Releasing Parties, in respect of any federalof the matters released hereby, state or local statute or ordinance not expressly referenced above; and any that no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and all claims that the consideration given for counsel fees this release is no admission of liability and costthat no Releasing Party, nor those claiming under it will ever claim that it is.

Appears in 1 contract

Samples: Consent and Assumption Agreement (Horizon Group Properties Inc)

General Release and Waiver of Claims. a. (a) In consideration of Employee’s right to receive exchange for the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment provided to you under this Agreement, the Employeeto which you would not otherwise be entitled, on your own behalf and that of himself and his your heirs, executors, administrators, trusteesbeneficiaries, legal representativespersonal representatives and assigns, successors you agree that this Agreement shall be in complete and assigns (hereinafter collectively referred to for purposes final settlement of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations rights and liabilities of any kind or nature whatsoever, at law or in equityclaims, whether known or unknown, existing accrued or contingentunaccrued, suspected contingent or unsuspectedotherwise, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or that you have had in the future may claim to have against past, now have, or might now have, in any or all of the Company Released Parties based upon way related to, connected with or arising out of any factsyour employment or its termination, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, claims arising under the Age Discrimination in Employment ActAgreement, 29 U.S.C. § 621 et seq.; or pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990Act, 42 U.S.C. § 12101 et seq.; the Family Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Medical Leave Act of 1993Retraining Notification Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963wage and hour, 29 U.S.C. § 206(d); Section 806 wage payment and fair employment practices laws and statutes of the Corporate and Criminal Fraud Accountability Act Commonwealth of 2002Massachusetts (each as amended from time to time), 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; and/or any other federal, state or local statutory law, regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from, and you hereby waive, any and all such Claims. This release shall not apply to (a) any claims that arise after you sign this Agreement, including your right to enforce the terms of this Agreement; (b) any claims that may not be waived pursuant to applicable law; (c) any right to indemnification that you may have under the certificate of incorporation or by-laws relating to employmentof the Company, discrimination in 1 References to be used in connection with a termination without Cause the Indemnification Agreement between you and the Company or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwiseany insurance policies maintained by the Company; or (d) any other federal, state or local constitution, statute, rule, or regulationright to receive any vested benefits under the terms of any employee benefit plans maintained by the Company, including, but not limited towithout limitation, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation Company’s equity plans and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and costyour award agreements thereunder.

Appears in 1 contract

Samples: Letter Agreement (Aegerion Pharmaceuticals, Inc.)

General Release and Waiver of Claims. a. (a) In consideration of Employeethe Company’s right to receive the severance payments and benefits obligations set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (e) and 6.3(y)]3 of the Employment this Agreement, the Employee, on behalf of himself and his spouse, heirs, executors, administrators, trustees, legal representativesbeneficiaries, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”)assigns, hereby agrees to voluntarily, knowingly, willingly, unconditionally, and irrevocably and unconditionally waive, release releases and forever discharge discharges (i) the Company and its pastthe Trust of Carriage Services Capital Trust, present (ii) all of their respective subsidiaries and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, their each of their predecessors, currentsuccessors and assigns, (iii) together with the respective present or former and future officers, directors, employeespartners, managers, trustees, fiduciariesshareholders, administratorsemployees, executivesattorneys, agentsand agents of all of the foregoing entities and any and all employee pension or welfare benefits plans, representatives, successors including current and assigns former trustees and administrators of these plans (collectively, the “Company Released PartiesReleasees) ), both individually and in their official capacities, from any and all waivable rights, claims, causes of action, charges, demands, sums damages, liabilities, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of moneyevery kind, actionstype, rightsnature, promises, agreements, causes of action, obligations and liabilities of any kind or nature description whatsoever, at in law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent vested or concealedcontingent, foreign accrued or domestic (hereinafter collectively referred yet to as “claims”) which he has accrue, that Employee or Employee’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or in the future hereafter can, shall or may claim to have against any or all of the Company Released Parties based upon or arising out by reason of any factsmatter, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters cause or things thing whatsoever arising from the beginning of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior time to the date of the Employee’s execution of this Agreement Effective Date. This Release includes, but is not limited to, any rights or claims relating in any way whatsoever relating to or arising out of Employee’s employment relationship with the Company Released Parties or any of the Releasees, the cessation thereof; any claims for unpaid commissions, bonuses, compensation, fees, expenses, wages, back pay, equity, salary, incentive pay, vacation pay, legal fees, fringe benefits, severance, contractor payments, termination thereof. Such claims includepayments, without limitation, or other compensation; any rights or claims arising under any legally waivable federal, state or local constitution, statute, ordinance, or regulation, including without limitation the Age Discrimination in Employment ActAct of 1967 (the “ADEA”), 29 U.S.C. § 621 et seq.; the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Genetic Information Nondiscrimination Act of 2008, the Equal Pay Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Xxxxxxxx-Xxxxx Act of 2002, 18 U.S.C. § 1681 et seq.; the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification (“WARN”) Act and any state WARN statutes, Section 1981 of the Civil Rights Act of 1866, the National Labor Relations Act, the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; the Occupational Safety and Health Act, any rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Employee, as well as any other federaloffer letter, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, ruleaward agreement, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment agreement or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced aboveunderstanding; and any and all claims for counsel fees alleged tortious, defamatory or fraudulent conduct, including without limitation intentional infliction of emotional distress, defamation, fraud, and cost.breach of duty (collectively, the “Released Claims”). Notwithstanding the foregoing, nothing in this Agreement shall (u) waive any claim that arises after the Effective Date, (v) waive any claim for contractual payments under this Agreement, (w) waive any rights to payments under the Company’s medical plan and 401(k) plan, (x) be construed to prohibit Employee from bringing appropriate proceedings to enforce this Agreement; (y) waive any rights that, pursuant to law, cannot be waived or subject to a release of this kind, such as rights to unemployment or workers’ compensation benefits; or (z) waive any rights to indemnification that Employee may have under any organizational documents of the Company or any directors and officers liability insurance policy of the Company or any individual indemnity agreement with the Company. Xxxxxx X. Xxxxx Transition Agreement 2/22/24

Appears in 1 contract

Samples: General Release (Carriage Services Inc)

General Release and Waiver of Claims. a. In consideration of Employee’s right to receive the severance payments and benefits set forth in Sections [6.1(b), (d), and (e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 22/[Sections 6.1 (e) and 6.3(y)]3 6.3(y)]33 of the Employment Agreement, the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Employee”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employee’s execution of this Agreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereofAgreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 33 References to be used in connection with a termination as a result of application of Section 6.3. Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

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