Common use of General Release by Executive Clause in Contracts

General Release by Executive. In consideration of the foregoing, including the payments and benefits under Section 3 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessors, successors and assigns, (ii) all of Parent’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3) any claim arising from any breach or failure to perform any provision of this Agreement; or (4) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (Noble Corp PLC)

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General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 1 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessors, successors and assigns, (ii) all of Parent’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising in respect of that certain Employment Agreement by and among Executive and the Employer Parties dated December 19, 2019, or the Sign-On Agreement (such that those agreements shall be of no further force or effect, and are null and void, it being understood that the Continuing SOA Requirements under the Sign-On Agreement shall remain in effect), or from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3x) any claim arising from any breach or failure to perform any provision of the Separation Agreement or this AgreementRelease; or [or] (4y) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release[; or (z) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967].

Appears in 1 contract

Samples: Separation Agreement (Noble Corp PLC)

General Release by Executive. In exchange for and in consideration of certain payments, benefits, and other commitments described in the foregoingAgreement, and in addition to Executive’s other consideration expressed therein, Executive, on Executive’s own behalf and on behalf of Executive’s heirs, executors, administrators, and assigns, hereby FULLY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Released Parties (as defined below), jointly and severally, of and from all known and unknown claims, promises, causes of action, charges, complaints, demands, liabilities, obligations, agreements, controversies, damages, suits, entitlements, costs, losses, debts and expenses (including the payments attorneys’ fees and benefits under Section 3 abovelegal expenses) or similar rights of any type that Executive currently may have (“Claims”) with respect to Verisk, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its current and former parents, subsidiaries, affiliates, divisions, partnerships, or joint ventures, and, with respect to each of them, their predecessors, successors and assigns; and, (ii) with respect to each such entity, all of Parent’s its past, present present, and future affiliatesemployees, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managersstockholders, shareholdersowners, investorsrepresentatives, assigns, attorneys, agents, insurers, employee benefit plan programs (and the trustees, administrators, employeesfiduciaries, agents, attorneys and other representatives insurers of each of the entities described in the immediately preceding clauses (i) and (iisuch programs), individually and any other persons acting by, through, under or in their respective representative capacities (concert with any of the persons or entities referred to listed in the immediately preceding clauses this subsection, and their successors (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “ReleaseesReleased Parties), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive hasmay now have, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out ofhas ever had, or is based on hereafter may have, arising out of or related in any way relating to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with Verisk or the termination of employment from the Company such employment, or any circumstances related thereto. Claims may include, but are not limited to, Claims for wages, severance, back pay, front pay, commissions, bonuses, overrides, reimbursement, reinstatement, any kind of its affiliatesdamages or benefits. Executive also releases any and all Claims Executive may have that arose prior to the date of this Release, and hereby specifically waives and releases all Claims under the following statutes set forth below, all as amended, and any and all state or local statutes, ordinances, or regulations, including without limitation all New Jersey laws, ordinances, and regulations, as well as all Claims arising under federal, state or local law, involving any such matter arising from the negligencetort, gross negligence employment law, contract Claim, whether based upon an express or recklessimplied contract, willful or wanton misconduct statutory Claim, as well as any Claim under public policy or any other Claim of any nature. Without limiting the generality of the Releasees (togetherforegoing, the “Released Claims”); provided, however, Executive acknowledges that this Release does not apply to, Executive knowingly and the Released voluntarily waives and releases any and all Claims do not include: (1) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2the “ADEA”) rights to receive payments and other benefits preservedExecutive Order 11,141, not waived and not released which prohibit age discrimination in Section 2(f)(ii) of this Separation Agreement; (3) any claim arising from any breach or failure to perform any provision of this Agreement; or (4) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.employment, as well as all Claims under the following:

Appears in 1 contract

Samples: Separation Agreement (Verisk Analytics, Inc.)

General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 1 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent the Company, the Partnership and all of its their predecessors, successors and assigns, (ii) all of Parentthe Company’s and the Partnership’s past, present and future affiliates, parent corporationsentities, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, partners, members, shareholders, investors, employee benefit plan administrators, employees, agents, insurers, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises of any kind or nature whatsoever ​ ​ arising from the beginning of time to the Effective Date (defined below), including but not limited to those that arise directly or indirectly out of, or is are based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company any Employer Party or any of its affiliates, including any such matter arising in respect of that certain Original Employment Agreement, the Employment Agreement, or from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3) any claim arising from any breach or failure to perform any provision of this Agreement; or (4) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation and Transition Agreement (Evolve Transition Infrastructure LP)

General Release by Executive. In consideration of the foregoingprovisions of this Agreement, including the payments and benefits under Section 3 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive Executive, as of the Effective Date, hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent the Company and all of its predecessors, successors and assigns, (ii) all of Parentthe Company’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to (A) any acts or omissions by any person or entity through the Restated Effective Time, (B) the Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, or (C) Executive’s employment with or termination of employment from the Company or any of its subsidiaries and affiliates, including in each case any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1) any claims arising solely and specifically under after the Age Discrimination in Employment Act of 1967date Executive signs this Agreement; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii2(a)(ii) of this Separation Agreement; (3) any claim arising from any breach or failure to perform any provision of this Agreement; or (4) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Retirement and Separation Agreement (Capital Senior Living Corp)

General Release by Executive. In Except as specifically provided in Article V below, for and in consideration of the foregoingadditional consideration to be provided to Executive by the Employer pursuant to Article II of this Agreement, including the payments sufficiency of which is hereby acknowledged, Executive does hereby, for and benefits under Section 3 aboveon behalf of himself and Executive's related entities and persons, fully and finally release, acquit and forever discharge the Employer, the Employer's related employers, the Employer's related entities and persons, all Plans of the Employer and all Plans of any of the Employer's related employers, and such Plans' related entities and persons, of and from any and all claims, counterclaims, actions, causes of action, demands, rights, damages, costs, expenses or compensation which Executive hereby expressly acknowledges and/or Executive's related entities and persons now have, or may have, or may hereafter claim to have had as good of the Execution Date, whether developed or undeveloped, anticipated or unanticipated, based on any acts, omissions, transactions or occurrences whatsoever occurring prior to and/or up until the Execution Date, and sufficient consideration for specifically, but not by way of limitation, from those claims which are, or arise by reason of, or are in any way connected with, or which are or may be based in whole or in part on the releases provided belowemployment relationship between Executive and the Employer (including, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable lawwithout limitation, (i) Parent and all of its predecessorsthose claims arising under any foreign, successors and assignsfederal, state, county or municipal fair employment practices act and/or any law, ordinance or regulation promulgated by any foreign, federal, state, county, municipality or other state subdivision; (ii) all those claims for breach of Parent’s past, present duty and/or implied covenant of good faith and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and fair dealing; (iii) all those claims for interference with and/or breach of contract (express or implied, in fact or in law, oral or written); (iv) those claims for retaliatory or wrongful discharge of any kind; (v) those claims for intentional or negligent infliction of emotional distress or mental anguish; (vi) those claims for outrageous conduct; (vii) those claims for interference with business relationships, contractual relationships or employment relationships of any kind; (viii) those claims for breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortious conduct of any kind; (ix) those claims arising under Title VII of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives Civil Rights Act of each 1964 and/or the Civil Rights Act of the entities described in the immediately preceding clauses 1991 and/or 42 U.S.C. Section 1981; (ix) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1) any those claims arising solely and specifically under the Age Discrimination in Employment Act of 1967, the Age Discrimination Claims Assistance Act of 1988 and/or the Older Workers' Benefit Protection Act; (2xi) rights those claims arising under any state or federal handicap or disability discrimination law or act, including but not limited to receive payments the Rehabilitation Act of 1973 and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreementthe Americans with Disabilities Act; (3xii) any claim those claims arising from any breach damages suffered at any time by reason of the effects or failure to perform continued effects of any provision alleged or actual discriminatory or wrongful acts; (xiii) those claims arising under or in reliance upon any statute, regulation, rule or ordinance (local, state or federal); (xiv) those claims arising under ERISA or the Family and Medical Leave Act; (xv) those claims arising under the workers' compensation laws of this Agreementany state or other jurisdiction; or and (4xvi) any claim for worker’s compensation benefits and all other claims arising under law or in equity in the United States of America or in any other claim that cannot be waived by a general releaseforeign jurisdiction).

Appears in 1 contract

Samples: Separation and Non Competition Agreement (Manhattan Associates Inc)

General Release by Executive. In consideration of the foregoingSeparation Agreement, including the payments and benefits under described in Section 3 aboveof the Separation Agreement, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent the Company and all of its predecessors, successors and assigns, (ii) all of Parentthe Company’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to (A) any acts or omissions by any person or entity through the Restated date of this Release, (B) the Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, or (C) Executive’s employment with or termination of employment from the Company or any of its subsidiaries affiliates, or otherwise, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1i) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; 1967 after the date Executive signs this Release, (2ii) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii2(a)(ii) of this the Separation Agreement; , (3iii) any claim arising from any breach or failure to perform any provision of this the Separation Agreement; , or (4iv) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Retirement and Separation Agreement (Capital Senior Living Corp)

General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 3(a) above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided belowbelow (this “Release”), Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessors, successors and assigns, (ii) all of Parent’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1x) any claims claim arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3y) any claim arising from any breach or failure to perform any provision of this Agreement; or (4z) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (Noble Corp PLC)

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General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 1 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent the Company, the Partnership and all of its their predecessors, successors and assigns, (ii) all of Parentthe Company’s and the Partnership’s past, present and future affiliates, parent corporationsentities, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, partners, members, shareholders, investors, employee benefit plan administrators, employees, agents, insurers, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises of any kind or nature ​ whatsoever arising from the beginning of time to the Effective Date (defined below), including but not limited to those that arise directly or indirectly out of, or is are based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company any Employer Party or any of its affiliates, including any such matter arising in respect of that certain Executive Services Agreement, by and between Executive and the Company, dated as of August 2, 2019 (the “Employment Agreement”), or from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3) any claim arising from any breach or failure to perform any provision of this Agreement; or (4) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Executive Services Agreement for Realignment (Evolve Transition Infrastructure LP)

General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 1 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessors, successors and assigns, (ii) all of Parent’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising in respect of the Employment Agreement or that certain Inducement Agreement by and among Executive and the Employer Parties, effective as of January 11, 2018 (such that those agreements shall be of no further force or effect, and are null and void), or from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: [(1) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3x) any claim arising from any breach or failure to perform any provision of the Transition Agreement or this AgreementRelease; or [or] (4y) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release][; or (z) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967]].

Appears in 1 contract

Samples: Transition Agreement (Noble Corp PLC)

General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 1 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessors, successors and assigns, (ii) all of Parent’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1x) any claims claim arising solely and specifically under the Age Discrimination in Employment Act of 19671967 after the date Executive signs this Release; (2) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this Separation Agreement; (3y) any claim arising from any breach or failure to perform any provision of the Separation Agreement or this AgreementRelease; or (4z) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (Noble Corp PLC)

General Release by Executive. In consideration of the foregoingExecutive, including the payments for Executive and benefits under Section 3 abovefor Executive’s heirs, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided belowexecutors, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessorsadministrators, successors and assignsassigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, (ii) all of Parent’s pastand knowingly and voluntarily, present waives, terminates, cancels, releases and future affiliatesdischarges forever the Company, parent corporations, and its subsidiaries, divisions affiliates and joint venture entities related entities, and any and all of their respective predecessors, successors successors, assigns and employee benefit plans, together with each of their respective owners, assigns, and (iii) all of the past, present and future officersagents, directors, managersgeneral and limited partners, shareholders, investorsdirectors, employee benefit plan administratorsofficers, employees, agentsattorneys, attorneys advisors, trustees, fiduciaries, administrators, agents or representatives, and other representatives any of their predecessors and successors and each of the entities described in the immediately preceding clauses their estates, heirs and assigns (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Company Releasees”), ) from any and every actionall charges, cause allegations, complaints, claims, liabilities, obligations, promises, agreements, causes of action, complaintrights, claimcosts, demandlosses, administrative chargedebts and expenses of any nature whatsoever, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to those arising from or against any of related to the ReleaseesSeverance Agreement and/or Executive’s Change in Control and Severance Agreement dated February 13, whether legal2017, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen suspected or unforeseenunsuspected (collectively, matured “Claims”) which Executive or unmaturedthe Releasors ever had, accrued now have, may have, or not accruedhereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any of the other Company Releasees: (a) from the beginning of time to the date upon which arises directly or indirectly Executive signs this Release/Amendment, (b) arising out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereofrelating to, Executive’s employment with or the Company and/or the termination of employment from the Executive’s employment; or (c) arising out of or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or any of its affiliates, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, consequential damages and the Released Claims do not include: (1) any all claims arising solely and specifically under any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, the Age Discrimination in Employment Act of 1967; 1967 (2) rights “ADEA”), Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to receive payments any of the aforementioned acts or under any common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other benefits preservedfederal, not waived and not released in Section 2(f)(ii) state, or municipal fair employment statutes or laws, including, without limitation, violations of this Separation Agreement; (3) any claim arising from any breach other law, rule, regulation, or failure ordinance pertaining to perform any provision of this Agreement; or (4) any claim for worker’s compensation benefits employment, wages, compensation, hours worked, or any other claim matters related in any way to the foregoing; provided, however, that nothing in this Release shall release or impair any rights that cannot be waived by a general releaseunder applicable law.

Appears in 1 contract

Samples: Separation Agreement (Sarepta Therapeutics, Inc.)

General Release by Executive. In consideration of the foregoing, including the payments and benefits under payment described in Section 3 1 above, which Executive hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Executive hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) Parent and all of its predecessors, successors and assigns, (ii) all of Parent’s past, present and future affiliates, parent corporations, subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns, and (iii) all of the past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Releasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Executive has, may have or may be entitled to from or against any of the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to the Restated Employment Agreement and related Guaranty referenced in Section 2(f) or the termination thereof, Executive’s employment with or termination of employment from the Company or any of its affiliates, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (1i) any claims arising solely and specifically under the Age Discrimination in Employment Act of 1967; 1967 after the date Executive signs this Release, (2ii) rights to receive payments and other benefits preserved, not waived and not released in Section 2(f)(ii) of this the Separation Agreement; , (3iii) any claim arising from any breach or failure to perform any provision of this the Separation Agreement; , or (4iv) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (Noble Corp PLC)

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