Common use of General Release Clause in Contracts

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 5 contracts

Sources: Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.)

General Release. For a valuable considerationExecutive, the receipt on behalf of Executive and adequacy of which are Executive’s heirs, executors, administrators, successors and assigns, hereby acknowledgedvoluntarily, the undersigned does hereby release unconditionally, irrevocably and absolutely releases and forever discharge discharges the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), Company and its subsidiariespast, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successorssuccessors and assigns, heirsand each of their respective officers, assignsemployees, directors, agents, directors, officers, Executives, shareholders, representatives, lawyersattorneys, insurers, benefit plans, benefit plan administrators, and all persons acting byof their predecessors, throughsuccessors and assigns (collectively, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or actionsclaims, cause or actions and causes of action, in law or in equityrights, obligations, demands, debts, promises, damages, liabilities, suits, debtscontroversies, liensactions, contractscrossclaims, agreementscounterclaims, promises, liability, claims, demands, compensatory damages, lossesliquidated damages, costspunitive or exemplary damages and any other damages, claims for costs and attorneys’ fees fees, losses or expenses, liabilities of any nature whatsoeverwhatsoever in law and in equity and any other liabilities, in each case, known or unknown, fixed suspected or contingent unsuspected of any nature whatsoever (hereinafter called collectively, “Claims”)) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, which the undersigned in each case, that Executive ever had, now has has, or may hereafter have against any Released Party (the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them“Released Claims”), including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ feesto, costs(x) any Claims under the Federal Age Discrimination in Employment Act of 1967, disbursementsas amended, back pay, front pay, reinstatement, or expert’s fees; and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, local or local occupational safety and health laws other law, regulation, ordinance, constitutional provisions, executive order or regulationsother source of law; provided, all as amended; and any alleged violation of any federalhowever, state or local statute or ordinance including, without limitation, Title VII that the Released Claims will not include (A) the obligations of the Civil Rights Act of 1964, Company under this Agreement or the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 obligation of the Rehabilitation Act of 1973Company to pay the Severance Benefits, (B) the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 obligations of the United States Code, California Business and Professions Code § 17200 Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other provisions of the California unfair trade agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105)other fiduciary or liability coverage, including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right with respect to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation or as an administrator under any of law its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or pursuant to the organizational agreements equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company and/or or any of its affiliates; or , and (vF) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the undersigned’s right to any amount owing to the undersigned Company pursuant to Section 4 this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Employment Released Parties. Notwithstanding the foregoing, nothing in this Agreement dated as of _______________________shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, 2022state, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNEDlocal or other governmental agency or regulatory entity, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.

Appears in 5 contracts

Sources: Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.)

General Release. For a valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (Bank and the Company”), and its each and all of their past, present, and future parent companies, subsidiaries, parentsrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, Executivesemployees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any Employee’s execution of themthis Release Agreement, including, without limitation, any claim for wagesor obligation arising from or in any way related to Employee’s employment with the Bank or the Company, salarythe termination of that employment, commissionsor an alleged breach of the Employment Agreement. This General Release specifically includes, bonusesbut is not limited to, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary discrimination or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990)Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsCode, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the undersigned may have for breach provisions and protections of any Section 1542 of the Equity Agreements; (iii) California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or right that may not be released reinstatement asserted on Employee’s behalf by private agreementany other person or entity, including including, without limitation, any claim for unemployment insurance benefitsgovernment agency, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, Employee expressly waives the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee.

Appears in 5 contracts

Sources: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

General Release. (a) For a valuable considerationand in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, the receipt I, for myself and adequacy of which are for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby acknowledgedforever release, the undersigned does hereby release waive and forever discharge the “Releasees” hereunderCompany, consisting of Corphousing Group Inc. (the “Company”)its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its subsidiariesor their past, parents, affiliates, predecessors, successors, heirs, assigns, agents, present and/or future directors, officers, Executivestrustees, shareholdersagents, representativesmembers, lawyerspartners, insurerscounsel, employees, fiduciaries, administrators, representatives and all persons assigns, whether acting by, through, under on behalf of the Company or its affiliates or in concert with themtheir individual capacities (collectively referred to as "Releasees"), or any of them, of and from any and all manner of action or actionsclaims, cause or demands, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, and liabilities of any nature kind whatsoever, whether known or unknown, fixed which Releasors ever had, now have, or contingent (hereinafter called “Claims”), which the undersigned now has or hereafter may hereafter claim to have against the Releasees, or any of them, Releasees by reason of any matteractual or alleged act, causeomission, transaction, practice, policy, procedure, conduct, occurrence, or thing whatsoever from the beginning of time other matter up to and including the date hereof. The Claims released herein includeof my execution of this Settlement, without limiting any Claims Waiver and General Release, in connection with, or in any way related to or arising out of, based uponmy employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or related may hereafter claim to have against the employment or termination from employment of the undersigned by the Releasees, or any of them, Releasees including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ feesto, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; (i) any claim for benefits of discrimination or retaliation under any stock option or other equity-based incentive plan of the Releasees Age Discrimination in Employment Act (or any related agreement to which any Releasee is a party"ADEA"); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Employee Retirement Income Security Act of 1974 (including "ERISA") or the Genetic Information Nondiscrimination Family and Medical Leave Act), and ; (ii) any claim under the National Labor Relations Tennessee Anti-Discrimination Act, the Age Tennessee Equal Pay Act the Tennessee Handicap Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs Law and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Smokers' Right Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right that may not be released covered by private agreementSection 3(a) or (b) above, including including, without limitation, any claim for unemployment insurance benefitssource or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any workers’ compensation claim action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any claim action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for indemnification under California Labor Code Sections 2800 in Section 3(a) or 2802(b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company and/or its parents(including, subsidiaries without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or affiliate’s bylawsclaims for accrued vested benefits any other employee benefit plan, articles program, policy or insurance policies, (iv) any rights the undersigned may have to be indemnified arrangement maintained by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliatesunder COBRA; or (viv) my rights under the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 provisions of the Employment Agreement dated which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of _______________________this date, 2022including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, by Waiver and between General Release in exchange for consideration and one-eighth of the undersigned consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCEGeneral Release. THE UNDERSIGNEDI have been advised that I may consult with the attorney of my choosing concerning this Settlement, BEING AWARE OF SAID LAWSWaiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDERWaiver and General Release, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTand in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

Appears in 5 contracts

Sources: Employment Agreement (Resortquest International Inc), Employment Agreement (Resortquest International Inc), Employment Agreement (Resortquest International Inc)

General Release. For a valuable considerationa. The Employee, the receipt for himself and adequacy of which are hereby acknowledgedfor his heirs, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessors, successors, heirsdependents, assigns, agents, directorsexecutors, administrators, trustees and legal representatives (collectively, the “Releasors”) hereby forever releases, waives and discharges the Released Parties (as defined below) from each and every claim, demand, cause of action, fee, liability or right of any sort (based upon legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), known or unknown, which Releasors ever had, now have, or hereafter may have against the Released Parties by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter, at any time up to and including the Effective Date (as defined below), including without limitation, those in connection with, or in any way related to or arising out of, the Employee’s employment or termination of employment or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Released Parties. b. Without limiting the generality of the previous paragraph, this General Release is intended to and shall release the Released Parties from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Released Parties including, but not limited to: (1) any claim of discrimination or retaliation under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Released Parties subject to the terms and conditions of such plan and applicable law), the Family and Medical Leave Act, the Reconstruction Era Civil Rights Act, and the Rehabilitation Act of 1973; (2) any other claim (whether based on federal, state or local law or ordinance, statutory or decisional) relating to or arising out of the Employee’s employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; (3) any claim relating to or arising from a violation of Section 409A of the Internal Revenue Code of 1986, as amended; and (4) any claim for attorney’s fees, costs, disbursements and the like. c. The foregoing release does not in any way affect: (1) the Employee’s rights of indemnification to which the Employee was entitled immediately prior to the Resignation Date (as an employee or director of any of the Released Parties); (2) any rights the Employee may have as a stockholder of the Employer; (3) the Employee’s vested rights under any tax-qualified retirement plan or stock compensation plan maintained by a Released Party; (4) any right the Employee may have to obtain contribution in the event of an entry of judgment against the Employee as a result of any act or failure to act for which the Employee and any of the Released Parties are jointly responsible; and (5) the right of the Employee to take whatever steps may be necessary to enforce the terms of the Agreement. d. For purposes of this General Release, the “Released Parties” means First Savings Bank Northwest, First Financial Northwest, Inc., all current and former parents, subsidiaries, related companies, partnerships, joint ventures and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and, with respect to each of them, their predecessors and successors, and, with respect to each such entity, all of its past, present, and future employees, officers, Executivesdirectors, shareholdersmembers, stockholders, owners, representatives, lawyersassigns, attorneys, agents, insurers, and all persons any other person acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; persons or entities listed in this paragraph, and their successors (iii) any claim whether acting as agents for such entities or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:in their individual capacities).

Appears in 5 contracts

Sources: Change in Control Severance Agreement (First Financial Northwest, Inc.), Change in Control Severance Agreement (First Financial Northwest, Inc.), Employment Agreement (First Financial Northwest, Inc.)

General Release. For a valuable considerationExecutive, the receipt for himself and adequacy of which are hereby acknowledgedfor his heirs, the undersigned executors, administrators, successors, and assigns, does hereby irrevocably and unconditionally waive, release and forever discharge the “Releasees” hereunderdischarge, consisting of Corphousing Group Inc. (the “Company”), its past and its present parents, subsidiaries, parentsaffiliates, affiliatesdivisions, predecessors, successors, heirs, and assigns, agents, directorsand its and their respective current and former employees, officers, Executivesdirectors and agents (collectively, shareholdersthe “Released Parties”), representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action past or actionspresent claims, cause or demands, causes of action, in law or in equitylawsuits, suitsgrievances, debts, liens, contracts, agreements, promises, liability, claims, demandsobligations, damages, losses, costsexpenses, attorneys’ fees fees, and liabilities of whatever kind or expenses, of any nature whatsoevernature, known or unknown, fixed or contingent unknown (all hereinafter called referred to as “Claims”), which the undersigned he ever had, now has has, or may hereafter claim to have had, against the Releasees, Released Parties or any of themthem based on any events, by reason of facts or circumstances arising at any matter, cause, time on or thing whatsoever from the beginning of time to before the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefthis Agreement, including but not limited to attorneys’ feesclaims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, costsofficers, disbursementsdirectors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, back pay, front pay, reinstatementas applicable, or expert’s fees; otherwise made by reason of the fact that any claim for benefits under any stock option such individual is or was an employee, officer, director or agent of Company, or is or was serving at the request of Company as a director, employee or agent of another company, partnership, joint venture, trust or other equity-based incentive plan enterprise (this proviso, the “Claim Limitation Caveat”). Executive agrees that this general release of the Releasees Claims includes, but is not limited to, (a) claims of race, age, gender, sexual orientation, religious or national origin discrimination or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims other legally protected status under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, ; the Civil Rights Age Discrimination in Employment Act of 18661967, Section 1981 of U.S. Code Title 42as amended (“ADEA”); and under any other federal, the Consolidated Omnibus Budget Reconciliation Act of 1985state or local laws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act, ; the Americans with Disabilities Act, Sections 503 ; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and 504 of Medical Leave Act; the Rehabilitation Employee Retirement Income Security Act (“ERISA”); the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19732002, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including “WARN”); the Genetic Information Nondiscrimination California WARN Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, ; the California Fair Employment and Housing Act (as amended), Calif. Gov’t Act; the California Labor Code, §12900 et seq., ; the California Family Rights Act, the California law regarding Relocations, Terminations and Mass Layoffs Industrial Welfare Commission Wage Orders; the California Constitution; and the California Labor Government Code, all as amendedwell as any amendments to those laws; Sections 1981 through 1988 (c) claims of Title 42 disputed wages or entitlement to any other pay; (d) claims of the United States Codewrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, California Business and Professions Code § 17200 handbooks, or any other provisions covenant of the California unfair trade or business practices laws, the California Occupational Safety good faith and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 fair dealing; (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes g) claims for promissory estoppel; (FCRA), any h) ERISA claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include ; (i) any claim claims for wrongful denial of insurance or right to vested Executive welfare or retirement other benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iiij) claims based on any claim public policy violation or right that may not be released by private agreementon any tort, including without limitationsuch as invasion of privacy, any claim for unemployment insurance benefitssexual harassment, any workers’ compensation claim defamation, fraud, misrepresentation and/or infliction of emotional distress; and any claim for indemnification under California Labor Code Sections 2800 (k) claims relating to Executive’s service as a director on the Board of Directors or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified actions taken by the Company directors on the Board of Directors or any of its affiliates them as directors. Execution of this Agreement by operation Executive operates as a complete bar and defense against any and all Claims that may be made by Executive against the Released Parties or any of law or pursuant them, subject to the organizational agreements Claim Limitation Caveat. Executive expressly understands that among the various claims and rights being waived by Executive in this Agreement are those arising under the ADEA, and in that regard Executive specifically acknowledges that Executive has read and understands the provisions of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:9 below before signing this Agreement.

Appears in 4 contracts

Sources: Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)Aziyo Biologics, Inc., and its partners, subsidiaries, parentsassociates, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholdersemployees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from of employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any other alleged legal restrictions on Releasee’s Releasees’ right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990)Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. [__].1 Notwithstanding the generality of the foregoing, this general release (the Claims released “Release”) shall not include operate to release any rights or claims of the undersigned (i) any claim to payments or right to vested Executive welfare or retirement benefitsbenefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) the undersigned’s rights to payments or benefits under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims equity award agreement between the undersigned may have for breach of any of and the Equity Agreements; Company, (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, with respect to Section 2(b)(iv) of the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policiesEmployment Agreement, (iv) any rights to accrued or vested benefits the undersigned may have have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to be indemnified by any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any of its affiliates Claims which cannot be waived by operation of an employee under applicable law or pursuant (vii) with respect to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to communicate directly with, cooperate with, or provide information to, any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________federal, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCEstate or local government regulator. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 4 contracts

Sources: Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.)

General Release. For a valuable considerationIn consideration of the promises of the Company set forth in the Agreement, the receipt which includes compensation to which I would not otherwise be entitled, I, on behalf of myself, and adequacy of which are my heirs, executors, administrators, successors, assigns, dependents, descendants and attorneys hereby acknowledgedknowingly, the undersigned does hereby release voluntarily, and willingly fully and forever discharge the “Releasees” hereunderrelease, consisting of Corphousing Group Inc. (the “Company”)discharge, and covenant not to s▇▇ the Company and its direct and indirect parents, subsidiaries, parents, affiliates, predecessorsand related companies, successorspast and present, heirs, assigns, agents, as well as each of its and their directors, officers, Executivesemployees, shareholdersagents of the foregoing, representatives, lawyersadvisers, trustees, insurers, assigns, successors, and all persons acting byagents, throughpast and present (collectively, under or in concert hereinafter referred to as the "Released Parties"), of, from, and with themrespect to any claim, duty, obligation, or any of them, of and from any and all manner cause of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, relating to any matters of any nature whatsoeverkind, whether presently known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or that any of them may hereafter have against the Releaseespossess arising from any omissions, acts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to facts that have occurred up until and including the date hereof. The of this Release of Claims released herein include, without limiting including: · any Claims in and all claims relating to or arising from my employment relationship with the Company and the termination of either such relationship; · any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim and all claims for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract wrongful discharge of employment; any alleged torts (whether intentionalbreach of contract, negligentboth express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or otherwise)intentional infliction of emotional distress; any alleged legal restrictions on Releasee’s right to terminate the employment of the undersignednegligent or intentional misrepresentation; any claims under federal, state, negligent or local occupational safety and health laws intentional interference with contract or regulations, all as amendedprospective economic advantage; and defamation; · any alleged violation and all claims arising under the Employee Retirement Income Security Act of any federal1974, state or local statute or ordinance including, without limitationthe Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights and Women's Equity Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsas amended, the California Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, Divisions 4, 4.5the Fair Labor Standards Act, and 4.7 of the California National Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Relations Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to discrimination in employment or human rights and the common law; · any and all claims for salary, bonus, severance pay, pension, paid time off pay, life insurance, health or medical insurance, or any other state fringe benefits, other than the payments and local statutes, ordinances, executive orders benefits provided for in the Agreement; · any and all claims arising out of any other laws and regulations governing relating to employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) employment discrimination; and · any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any all claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim attorneys' fees and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:costs.

Appears in 3 contracts

Sources: Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc)

General Release. For (a) I acknowledge that my employment with Novanta Inc. (f/k/a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing GSI Group Inc. Inc.) (the “Company”) and all subsidiaries and affiliates thereof terminated on . I further acknowledge that the Company delivered this Release of Claims (the “Release”) to me on . (b) In exchange for the payments and benefits described in that certain Employment Agreement by and between the Company and me (the “Employment Agreement”), which I agree I am not otherwise entitled to receive absent execution and non-revocation of the Release, I and my representatives, agents, estate, heirs, successors and assigns (“Releasors”) voluntarily agree to release and discharge the Company and its subsidiaries, parents, affiliates, subsidiaries, predecessors, successors, heirs, assigns, agentsplan sponsors and plan fiduciaries (and the current and former trustees, officers, directors, officers, Executives, shareholders, representatives, lawyers, insurersemployees, and agents of each of the foregoing, all persons both individually, in their capacity acting byon the Company’s behalf and in their official capacities) (collectively “Releasees”) generally from all claims, throughdemands, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause suits, damages, debts, judgments and liabilities of every name and nature, whether existing or causes of actioncontingent, known or unknown, suspected or unsuspected, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees equity in connection with my employment by or expenses, termination of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which employment with the undersigned now has or may hereafter have against the ReleaseesCompany, or any of themmy dealings, transactions or events involving the Releasees, arising on or before the date of this Release. This Release is intended by reason me to be all encompassing and to act as a full and total release of any matter, cause, claims that the Releasors may have or thing whatsoever have had against the Releasees from the beginning of time to the date hereof. The Claims released herein includeof this Release, including but not limited to all claims in contract (whether written or oral, express or implied), tort, equity and common law; any claims for wrongful discharge, breach of contract, or breach of the obligation of good faith and fair dealing; and/or any claims under any local, state or federal constitution, statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or disability, veteran status or any military service or application for military service or any other category protected by law (including, without limiting limitation, claims under the Massachusetts Fair Employment Practices Act (Mass. Gen. Laws ch. 151B, §§1-10) and the Massachusetts Wage Act (Mass. Gen. Laws ch. 149, §§ 148-150)); and any Claims federal, state or local law or regulation concerning securities, stock, stock options or restricted or performance stock units. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or attorney’s fees. I also agree not to commence or cooperate in the prosecution or investigation of any way lawsuit, administrative action or other claim or complaint against the Releasees, except as required by law. (c) By this Release, I not only release and discharge the Releasees from any and all claims as stated above that the Releasors could make on my own behalf or on the behalf of others, but also those claims that might be made by any other person or organization on my behalf and I specifically waive any right to recover any damage awards as a member of any class in a case in which any claims against the Releasees are made involving any matters arising out of, based upon, or related to the of my employment by or termination from of employment of with the undersigned by the ReleaseesCompany, or any of themmy dealings, transactions or events involving the Releasees (d) I agree that, except for any payments or benefits set forth in Section 5 of the Employment Agreement that have not yet been paid, as applicable, the payments and benefits the Company previously provided to me are complete payment, settlement, accord and satisfaction with respect to all obligations and liabilities of the Releasees to the Releasors, and with respect to all claims, causes of action and damages that could be asserted by the Releasors against the Releasees regarding my employment or termination of employment with the Company, or any of my dealings, transactions or events involving the Releasees, including, without limitation, any claim all claims for wages, salary, commissions, draws, car allowances, incentive pay, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leavebusiness expenses, vacation, separation pay stock, stock options, restricted or other benefits; any claim for monetary or equitable reliefperformance stock units, including but not limited to severance pay, attorneys’ fees, costscompensatory damages, disbursements, back pay, front pay, reinstatementexemplary damages, or expert’s fees; other compensation, benefits, costs or sums. Notwithstanding anything in this Release to the contrary, this Release shall not affect and I do not waive: (i) rights to indemnification I may have under: (A) applicable law, (B) any claim for benefits under charter document or bylaws, (C) any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), between me and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 Company or any other provisions of the California unfair trade Releasee, (D) as an insured under any directors’ and officers’ liability insurance policy now or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination previously in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefitsforce, (ii) any right I may have to obtain contribution in the undersigned’s rights under event of the Stock Option Agreement (entry of judgment against me as amended from time to time, the “Equity Agreements”), a result of any act or failure act for which both I and any Releasee are jointly responsible; and (iii) my rights to vested benefits and payments under any stock options, restricted or performance stock units or other incentive plans or any agreements relating thereto or under any retirement plan, welfare benefit plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with the terms and provisions thereof, or my rights as a stockholder or equity holder of the Company. (e) I understand and agree that this Release will be binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any claims the undersigned may have for breach of or filed or initiated any legal proceedings against any of the Equity Agreements; Releasees. (iiif) I acknowledge and agree that if any claim provision of this Release is found, held or right that may not deemed by a court of competent jurisdiction to be released by private agreementvoid, including without limitation, unlawful or unenforceable under any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 applicable statute or 2802controlling law, the Company and/or its parentsremainder of this Release shall continue in full force and effect. (g) This Release is deemed made and entered into in the Commonwealth of Massachusetts, subsidiaries or affiliate’s bylawsand in all respects shall be interpreted, articles or insurance policiesenforced and governed under the internal laws of the Commonwealth of Massachusetts, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements extent not preempted by federal law. (h) Notwithstanding the comprehensive release of claims set forth in the Company and/or its affiliates; preceding paragraphs of this Section 1, nothing in this Release shall bar or (v) the undersigned’s right to prohibit me from contacting, seeking assistance from or participating in any amount owing proceeding before any federal or state administrative agency to the undersigned pursuant extent permitted by applicable federal, state and/or local law. However, I nevertheless will be prohibited to Section 4 of the Employment Agreement dated as of _______________________, 2022, fullest extent authorized by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:law from obtaining monetary damages in any agency proceeding in which I do so participate.

Appears in 3 contracts

Sources: Employment Agreement (Novanta Inc), Employment Agreement (Novanta Inc), Employment Agreement (Novanta Inc)

General Release. For a valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. anyone else claiming through him (the “CompanyReleasors”), hereby releases and discharges forever Funko, Inc., and its subsidiaries, parents, affiliates, predecessorsand each of their respective past, successorspresent or future parent, heirsaffiliated, assignsrelated, agentsand subsidiary entities and each of their respective past, present or future directors, officers, Executivesemployees, shareholderstrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, lawyerspredecessors, insurerssuccessors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee's employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or may hereafter have against tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Releasees, Employee and the Company or any of themthe other Released Parties, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any claims under federalthe Civil Rights Act of 1866, statethe Civil Rights Act of 1871, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Americans With Disabilities Act of 19911990, the Civil Rights Age Discrimination in Employment Act of 1866, Section 1981 of U.S. Code Title 421967 (“ADEA”), the Consolidated Omnibus Budget Reconciliation S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19852002, the Equal Pay ActSecurities Act of 1933, the Americans with Disabilities Securities Exchange Act of 1934 (the “Exchange Act”), Sections 503 and 504 the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Immigration Reform and Control Delaware Persons with Disabilities Employment Protection Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Delaware Whistleblowers’ Protection Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Delaware Wage Payment and Collection Act, the California Delaware Fair Employment and Housing Act (as amended)Practices Act, Calif. Gov’t Code, §12900 et seq.Delaware's social media law, the California Family Rights Washington Industrial Welfare Act, California law regarding Relocationsthe Washington Minimum Wage Act, Terminations and Mass Layoffs the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the California Labor CodeWashington Leave Law, all as amended; Sections 1981 through 1988 of Title 42 of the United States Codeeach may have been amended from time to time, California Business and Professions Code § 17200 or any other provisions federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of the California unfair trade Releasors now possess or business practices lawshave a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Occupational Safety and Health Act, Divisions 4, 4.5date of execution of this Release, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding without limiting the generality of the foregoing, the Claims released shall not include from all claims, demands and causes of action based upon, relating to, or arising out of: (i) any claim or right to vested Executive welfare or retirement benefits, (iia) the undersignedEmployment Agreement; (b) the Employee’s rights under employment or other relationship with any of the Stock Option Agreement Released Parties or the termination thereof; and (c) the Employee’s status as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach a holder of securities of any of the Equity Agreements; (iii) Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim contracts of employment, whether express or right that may not be released by private agreementimplied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including without limitationbut not limited to wages, any claim for unemployment insurance back pay, front pay, benefits, any workerscompensatory, liquidated or punitive damages and attorneyscompensation claim fees. The Employee acknowledges and any claim for indemnification reaffirms Employee’s obligations under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement with the Company dated October 20, 2017, a signed copy of which is attached hereto as of _______________________Exhibit A, 2022, by including but not limited to Sections 5 and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 3 contracts

Sources: Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.)

General Release. For As a valuable considerationmaterial inducement to the Company to enter into this Agreement and to provide the Severance Payment, Employee hereby irrevocably and unconditionally releases, waives and discharges the receipt Company and adequacy each and all of which are hereby acknowledgedthe Company’s owners, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliatesstockholders, predecessors, successors, heirs, assigns, agents, directors, officers, Executivesemployees, shareholdersformer employees, representatives, lawyersattorneys, accountants, benefit plans, insurers, parent companies, divisions, subsidiaries, affiliates (and owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, accountants, benefit plans and insurers of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, or under or in concert with them, or any of them, of and them (collectively “Releasees”) from any and all manner of action or actionsindividual, cause or class, and/or representative claims, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints and liabilities (including but not limited to attorney’s fees) of any nature kind whatsoever, whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)claimed, which the undersigned now Employee has or may hereafter claim to have against the Releasees, any Releasee relating to or any of them, by reason arising out of any matter, cause, matter or thing whatsoever from the beginning of time which occurred on or prior to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any execution of themthis Agreement, including, without limitation, any claim for wagesand all individual, salaryclass, commissionsand/or representative claims arising out of or relating to Employee’s employment with the Company and/or Employee’s employment separation. The released, bonuseswaived, incentive paymentsand discharged claims also include, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but are not limited to attorneys’ feesindividual, costsclass and/or representative claims of any kind for unfair competition, disbursementswrongful discharge, back payconstructive discharge, front paydefamation, reinstatementinvasion of privacy, infliction of emotional distress, misrepresentation or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged fraudulent inducement, breach of any express or implied contract of employment; contract, claims arising under any alleged torts (whether intentionalCompany handbook, negligentmanual, policy, or otherwise); practice, any alleged legal restrictions on Releaseeother claims for severance pay, attorney’s right fees and costs, expenses, bonuses, back pay, future wage loss, and front pay, claims for wages, overtime, compensation, commissions, bonuses, or pay of any kind purportedly due to terminate Employee for work performed during any and all periods of time prior to the employment date of the undersigned; this Agreement, as well as all associated liquidated damages, premiums, penalties, and interest, whether such claims are known or unknown, under any theory of law, including state law and federal law, claims for benefits under any employee benefit plan or program, claims for a breach of an implied covenant of good faith and fair dealing, claims for interference with contract, negligence, or claims under any other federal, state, municipal, or local occupational safety and health laws insurance, human rights, civil rights, wage-hour, pension, or labor laws, rules or regulations, all as amended; and public policy, contract or tort laws, or any alleged violation claim of retaliation under such laws, or any federalclaim arising under common law, state or local statute under the constitution or ordinance includingany amendments thereto, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions claim which could be asserted against the Releasee(s) or which arise out of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of FloridaEmployee’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by relationship with the Company or any the termination of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:that employment relationship.

Appears in 3 contracts

Sources: General Release (OP Bancorp), Employment Agreement (OP Bancorp), Employment Agreement (OP Bancorp)

General Release. For a valuable considerationIn consideration of the payments and benefits to be made under the Change in Control Severance Agreement, dated as of , 2008, to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and [●] (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the “Releasees” hereunderCorporation, consisting the Employer and the parents, subsidiaries and affiliates of Corphousing Group Inc. each of them (collectively, the “CompanyCorporation Affiliated Group”), their present and its subsidiariesformer officers, parentsdirectors, affiliates, predecessors, successors, heirs, assignsexecutives, agents, directors, officers, Executives, shareholders, representativesattorneys, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Corporation Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Corporation Released Party (hereinafter called an ClaimsAction) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Corporation Affiliated Group (or the predecessors thereof), which including (i) the undersigned now has or may hereafter have against the Releasees, or any termination of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims such service in any way arising out ofsuch capacity, based upon(ii) for severance or vacation benefits, unpaid wages, salary or related to the incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment or termination from employment of the undersigned by the Releasees, or any of them, laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any claim for wagesand all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code 1964 (“Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay ActVII”), the Americans with Disabilities ActAct (“ADA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Medical Leave Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990“ADEA”), the Americans With Disabilities Act, the California Fair Employment and Housing Act excepting only: (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 a) rights of the United States Code, California Business Executive under this Waiver and Professions Code § 17200 or any other provisions Release of Claims and under the Agreement; (b) rights of the California unfair trade or business practices laws, Executive relating to equity awards held by the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 Executive as of the California Labor Code beginning at § 3200, any provision Executive’s date of termination; (c) the right of the California Constitution, any provision of Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the California Labor Code that Executive may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include have (i) any claim or right to vested Executive welfare or retirement benefitsunder applicable corporate law, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach by-laws or certificate of incorporation of any of the Equity Agreements; Corporation Released Party or (iii) as an insured under any claim director’s and officer’s liability insurance policy now or right that may not be released by private agreementpreviously in force; (e) claims (i) for benefits under any health, including without limitationdisability, any claim retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Corporation Affiliated Group and (ii) for unemployment insurance benefits, any workers’ compensation claim and any claim earned but unused vacation pay through the date of termination in accordance with applicable policy of the Corporation Affiliated Group; and (f) claims for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights reimbursement of unreimbursed business expenses incurred prior to the undersigned may have to be indemnified by the Company or any date of its affiliates by operation of law or termination pursuant to the organizational agreements applicable policy of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Corporation Affiliated Group.

Appears in 3 contracts

Sources: Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp)

General Release. For a valuable considerationIn consideration of the payments and benefits under this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the receipt and adequacy of which are hereby acknowledged, the undersigned Executive does hereby release release, remise, acquit and forever discharge the “Releasees” hereunder, consisting Company and each of Corphousing Group Inc. its Affiliates (the “CompanyCompany Affiliated Group”), and its subsidiariesin their capacity as such, parentstheir present and former officers, affiliatesdirectors, predecessors, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, Executives, shareholders, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”), unsuspected which the undersigned Executive, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any time heretofore had, owned or held, against any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims Company Released Parties in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themcapacity, including, without limitation, any claim and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, commissions, bonuses, salary or incentive payments, profit-sharing payments(iii) for breach of contract, expense reimbursementswrongful discharge, leaveimpairment of economic opportunity, vacationdefamation, separation pay intentional infliction of emotional harm or other benefits; tort, and (iv) for any claim for monetary or equitable reliefviolation of applicable state and local labor and employment laws (including, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulationswithout limitation, all as amended; laws concerning unlawful and unfair labor and employment practices), any alleged violation and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code 1964 (“Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay ActVII”), the Americans with Disabilities ActAct (“ADA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Medical Leave Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes“ADEA”), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including Law Against Discrimination and any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all claims under any whistleblower laws or whistleblower provisions of other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include laws excepting only: (i) any claim or right to vested rights of the Executive welfare or retirement benefits, under this Agreement; (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; Executive relating to equity awards held by the Executive as of the Termination Date; (iii) any claim or the right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, of the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, Executive to receive COBRA continuation coverage in accordance with applicable law; (iv) claims (A) for benefits under any rights the undersigned may have to be indemnified by the Company health, disability, retirement, deferred compensation, life insurance or any of its affiliates by operation of law other similar employee benefit plan or pursuant to the organizational agreements arrangement of the Company and/or its affiliatesAffiliated Group and (B) for earned but unused vacation pay through the Termination Date in accordance with applicable Company policy; or and (v) claims for the undersigned’s right to any amount owing reimbursement of unreimbursed business expenses incurred prior to the undersigned Termination Date pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:applicable Company policy.

Appears in 3 contracts

Sources: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)

General Release. For a valuable considerationThe Executive, on behalf of himself and anyone claiming through him, hereby agrees not to s▇▇ the receipt and adequacy Company or any of which its divisions, subsidiaries, affiliates or other related entities (whether or not such entities are hereby acknowledgedwholly owned) or any of the past, present or future directors, officers, administrators, trustees, fiduciaries, employees, agents or attorneys of the undersigned does hereby release and forever discharge Company or any of such other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleased Parties”), and its subsidiariesagrees to release and discharge, parentsfully, affiliatesfinally and forever, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themon which this Agreement is executed, including, without limitation, all matters in any claim for wagesway related to the Executive’s employment by the Company or any of its affiliates, salarythe terms and conditions thereof, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay any failure to promote the Executive and the termination or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan cessation of the Releasees (Executive’s employment with the Company or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentionalits affiliates, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of any and all claims arising under the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Age Discrimination in Employment Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Older Workers’ Benefit Protection Act, the Immigration Reform Family and Control Medical Leave Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Employee Retirement Income Security Act (as amended), Calif. Gov’t Code, §12900 et seq.of 1974, the California Family Illinois Human Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 Chicago or C▇▇▇ County Human Rights Ordinance or any other provisions federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Section 9 shall apply to, or release the Company from, any obligation of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include Company (i) contained in this Agreement or in any claim benefit plan of the Company in which the Executive participates or right to vested Executive welfare or retirement benefits, (ii) to indemnify the undersignedExecutive pursuant to the Company’s rights under certificate of incorporation or by-laws. The consideration offered herein is accepted by the Stock Option Agreement (Executive as amended from time to timebeing in full accord, the “Equity Agreements”)satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any claims the undersigned may have for breach further recovery of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by kind from the Company or any of its affiliates by operation the other Released Parties, and that in the event of law any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or pursuant other obligation of any kind to the organizational agreements Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Company and/or its affiliates; Executive. The Executive agrees that he has no present or (v) the undersigned’s future right to employment with the Company or any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as other Released Parties and that he will not apply for or otherwise seek employment with any of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:them.

Appears in 3 contracts

Sources: Retirement Agreement (Technology Solutions Company), Retirement Agreement (Technology Solutions Company), Separation Agreement (Technology Solutions Company)

General Release. For a valuable considerationIn consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, the receipt or may be entitled to claim, Executive, for himself, and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release and release, forever discharge the “Releasees” hereunderand promise not to ▇▇▇ Employer, consisting of Corphousing Group Inc. (the “Company”)its parents, subsidiaries, affiliates, successors and assigns, and its subsidiariespast and present officers, parentsdirectors, affiliatespartners, predecessorsemployees, successorsmembers, managers, shareholders, agents, attorneys, accountants, insurers, heirs, assignsadministrators, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and executors (collectively the “Released Parties”) from any and all manner of action or claims, liabilities, costs, expenses, judgments, attorney fees, actions, cause or causes known and unknown, of action, every kind and nature whatsoever in law or in equity, suitswhich Executive had, debtsnow has, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims Released Parties relating in any way arising out of, based upon, or related to the Executive’s employment with Employer or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefthereof, including but not limited to attorneys’ feesto, costsall claims for contract damages, disbursementstort damages, back payspecial, front paygeneral, reinstatementdirect, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or expert’s feesnature; all contracts, oral or written, between Executive and any of the Released Parties except as otherwise described herein; any claim for benefits under business enterprise or proposed enterprise contemplated by any stock option or other equity-based incentive plan of the Releasees Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release Employer from any obligations set forth in this Agreement. Executive understands and agrees that this release and covenant not to ▇▇▇ shall apply to any and all claims or liabilities arising out of or relating to Executive’s employment with Employer and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims other grounds under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any applicable federal, state or local statute or ordinance law, including, without limitationbut not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; and Title VII of the Civil Rights Act of 1964Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act of 19851985 as amended, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Equal Pay Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act 1963 (EPA) as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law well as any claims regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amendedwages; Sections 1981 through 1988 of Title 42 benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the United States Codecovenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, California Business contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and Professions Code § 17200 any other claims related to or arising out of his employment or the separation of his employment with Employer. In addition, Executive agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the Released Parties. This release does not apply to any claims for unemployment compensation or any other provisions of the California unfair trade claims or business practices lawsrights which, the California Occupational Safety and Health Actby law, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully cannot be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105)waived, including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested file an administrative charge or participate in an administrative investigation or proceeding; provided, however that Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), disclaims and waives any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to share or participate in any amount owing to monetary award resulting from the undersigned pursuant to Section 4 prosecution of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such charge or investigation or proceeding.

Appears in 3 contracts

Sources: Executive Change of Control Severance Agreement (Civeo Corp), Executive Agreement (Civeo Corp), Executive Agreement (Civeo Corp)

General Release. For a valuable considerationIn consideration of the terms and conditions of that certain employment agreement by and between (among others) ▇▇▇▇▇▇▇ ▇. Ballhaus (“Ballhaus”) and SRA International, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), dated as of July 20, 2011 (the “Employment Agreement”), and with the intention of binding Ballhaus and Ballhaus’s heirs, executors, administrators and assigns, Ballhaus does hereby release, remise, acquit and forever discharge the Company, its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners L.L.C. and its subsidiariesaffiliates (including those investment vehicles which are directly or indirectly managed by Providence Equity Partners L.L.C. and those entities which serve as the general partner or managing member of any such vehicles) and each of their present and former officers, parentsdirectors, affiliates, predecessors, successors, heirs, assignsexecutives, agents, directors, officers, Executives, shareholders, representativesattorneys, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which Ballhaus, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party (hereinafter called an ClaimsAction”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, (i) arising out of or in connection with Ballhaus’s services to any claim member of the Company Affiliated Group (or the predecessors thereof) in any capacity and the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, commissions, bonuses, salary or incentive payments, profit-sharing payments(iii) for breach of contract, expense reimbursementswrongful discharge, leaveimpairment of economic opportunity, vacationdefamation, separation pay intentional infliction of emotional harm or other benefits; tort, (iv) for violation of or failure to comply with any claim public policy and (v) for monetary or equitable reliefany violation of applicable state and local labor and employment laws (including, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulationswithout limitation, all as amended; laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities ActAct (“ADA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Medical Leave Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Actof 1993, the Age Discrimination In in Employment Act of 1967, as amended (including “ADEA”), and the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions federal or state statute or local ordinary pertaining to discrimination in employment or the termination of employment, excepting only: (a) the California unfair trade or business practices lawspayments, the California Occupational Safety and Health Actrights, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions interests and/or benefits to which Ballhaus is entitled under the retaliation section Separation Agreement and Release and the Employment Agreement and any rights with respect to equity compensation granted to Ballhaus in accordance with the terms of Florida’s Worker’s Compensation statute such equity compensation; (Chapter 440b) the right of Ballhaus to receive benefits required to be provided in accordance with applicable statute, Florida Statutes)including, the Florida Public Sector Whistleblower Act for example, continued medical coverage under COBRA; (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include c) claims (i) for vested benefits under any claim health, disability, retirement or right other, similar employee benefit plan or arrangement of the Company Affiliated Group incurred prior to vested Executive welfare or retirement benefitsthe date hereof and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable policy of the Company Affiliated Group; (d) rights to indemnification Ballhaus may have (i) under applicable corporate law, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to timeby-laws, the “Equity Agreements”), and any claims the undersigned may have for breach certificate of incorporation or other organizational documents of any of the Equity Agreements; Company Released Party or (iii) as an insured under any claim director’s and officer’s liability insurance policy now or right that may not be released by private agreement, including without limitation, any claim previously in force; (e) claims for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights reimbursement of unreimbursed business expenses properly incurred prior to the undersigned may have to be indemnified by the Company or any date of its affiliates by operation of law or termination pursuant to the organizational agreements applicable policy of the Company and/or its affiliatesAffiliated Group; or and (vf) any claim based upon events that occur after the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 effective date of the Employment Agreement dated as this Release of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Claims.

Appears in 2 contracts

Sources: Separation Agreement (Sra International, Inc.), Separation Agreement

General Release. For a valuable consideration(a) The Executive, on behalf of the receipt Executive and adequacy anyone claiming through the Executive, hereby agrees not to ▇▇▇ the Company or any division, subsidiary, affiliate or other related entity of which are hereby acknowledgedthe Company (whether or not such entity is wholly owned) or any of the past, present or future directors, officers, administrators, trustees, fiduciaries, employees, agents, attorneys or shareholders of the undersigned does hereby release and forever discharge Company or any of such other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleased Parties”), and its subsidiariesagrees to release and discharge, parentsfully, affiliatesfinally and forever, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the effective date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themthis Release and Noncompetition Agreement, including, without limitation, all matters in any claim for wagesway related to the Executive’s employment by the Company or any of its affiliates, salarythe terms and conditions thereof, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay any failure to promote the Executive and the termination or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan cessation of the Releasees (Executive’s employment with the Company or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentionalits affiliates, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of any and all claims arising under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Age Discrimination in Employment Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Older Workers’ Benefit Protection Act, the Immigration Reform Family and Control Medical Leave Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Employee Retirement Income Security Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution1974, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as may be amended from time to time, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Release and Noncompetition Agreement shall apply to, or release the “Equity Agreements”)Company from, (i) any obligation of the Company contained in the Agreement or (ii) any vested or accrued benefits pursuant to any employee benefit plan, program or policy of the Company. The consideration offered in the Agreement is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that the Executive is not entitled to, and shall not receive, any claims the undersigned may have for breach further recovery of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by kind from the Company or any of its affiliates by operation the other Released Parties, and that in the event of law any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or pursuant other obligation of any kind to the organizational agreements Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Company and/or its affiliates; Executive. The Executive agrees that the Executive has no present or (v) the undersigned’s future right to employment with the Company or any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as other Released Parties. (b) The Executive expressly represents and warrants that the Executive is the sole owner of _______________________the actual and alleged claims, 2022demands, by rights, causes of action and between other matters that are released herein; that the undersigned same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNEDthat the Executive has the full right and power to grant, BEING AWARE OF SAID LAWSexecute and deliver the general release, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:undertakings and agreements contained herein.

Appears in 2 contracts

Sources: Severance Agreement (Federal Mogul Corp), Severance Agreement (Federal Mogul Corp)

General Release. For a valuable considerationThe Executive acknowledges and agrees that this Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the receipt termination thereof during the Employment Period, and adequacy all amounts to which the Executive shall be entitled whether during the term of which are hereby acknowledgedemployment or upon termination thereof. Accordingly, upon Mattel's fulfilling its obligations to the Executive hereunder, the undersigned Executive, on behalf of himself and his successors, assigns, heirs and any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby release and forever discharge the “Releasees” hereunderrelieve, consisting of Corphousing Group Inc. (the “Company”)release, and discharge Mattel and its subsidiaries, parents, affiliates, respective predecessors, successors, heirsassigns, assignsowners, attorneys, representatives, affiliates, parent corporations, subsidiaries (whether or not wholly-owned), divisions, partners and their officers, directors, agents, directorsemployees, officersservants, Executivesexecutors, shareholdersadministrators, representativesaccountants, lawyersinvestigators, insurers, and any and all persons acting byother related individuals and entities, throughif any, under or in concert with them, or any and each of them, of in any and all capacities, from any and all manner of action or actionsclaims, cause or debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, in law of whatever kind or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themnature, including, without limitation, any claim for wagesstatutory, salarycivil or administrative claim, commissionsor any claim, bonusesarising out of acts or omissions occurring before the execution of this Agreement, incentive paymentswhether known or unknown, profit-sharing paymentssuspected or unsuspected, expense reimbursementsfixed or contingent, leaveapparent or concealed (collectively referred to as "claims"), vacationincluding, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to, any claims based on, arising out of, related to attorneys’ feesor connected with the subject matter of this Agreement, coststhe Executive's employment or the termination thereof, disbursementsand any and all facts in any manner arising out of, back pay, front pay, reinstatementrelated to or connected with the Executive's employment with, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan termination of the Releasees (employment from, Mattel or any of its related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentionalentities, negligentincluding, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; but not limited to, any claims arising from rights under federal, state, and local laws prohibiting discrimination on the basis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or local occupational safety and health laws or regulationsany other form of discrimination, all as amended; and any alleged violation common law claims of any federalkind, state or local statute or ordinance including, without limitationbut not limited to, Title VII contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. Upon Mattel's fulfilling its obligations to the Executive here-under, the Executive expressly waives any and all rights under Section 1542 of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act State of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amendedCalifornia, and all other federal or state and local statutesstatutory rights, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)rules, and any claims the undersigned may have for breach principles of any of the Equity Agreements; (iii) any claim common law or right that may not be released by private agreementequity, including without limitationlimitation those of any jurisdiction, any claim for unemployment insurance benefitsgovernment, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802political subdivision thereof, similar to Section 1542 ("similar provision"). Thus the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights Executive may not invoke the undersigned may have to be indemnified by the Company benefits of Section 1542 or any of its affiliates by operation of law similar provision in order to prosecute or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to assert in any amount owing to the undersigned pursuant to manner any claims released hereunder. Section 4 of the Employment Agreement dated 1542 provides as of _______________________follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED WHICH IF KNOWN BY LEGAL COUNSEL AND IS FAMILIAR HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:DEBTOR."

Appears in 2 contracts

Sources: Employment Agreement (Mattel Inc /De/), Employment Agreement (Mattel Inc /De/)

General Release. For a valuable consideration(a) The Executive, the receipt for himself and adequacy of which are hereby acknowledgedhis heirs, the undersigned does hereby release and forever discharge the “Releasees” hereunderexecutors, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessorsadministrators, successors, heirsand assigns, assignshereby releases and discharges (i) the Company and its direct and indirect parents and subsidiaries and its other affiliated companies; (ii) each of their respective past and present officers, directors, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and employees; and (iii) all persons acting by, through, under or in concert with them, the employee benefit plans of the Company or any of themits affiliated companies, any trusts and other funding vehicles established in connection with any such plans, any members of committees established under the terms of any such plans, and any administrators or fiduciaries of any such plans, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesgrievances, lossesand complaints, costsknown and unknown, attorneys’ fees which he or expenseshis heirs, executors, administrators, successors, and assigns have, ever had, or ever may have based upon any act or omission occurring up to and including the Effective Date of this Amendment and Release; provided, however, that this Release shall not extend to his right to receive accrued benefits or other payments under and in accordance with the terms of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive employee benefit plan of the Releasees (or any related agreement to Company in which any Releasee he is a party); participant and this Release shall not extend to any alleged breach right of any express Executive to indemnity or implied contract defense by the Company of employment; any alleged torts (whether intentional, negligent, claims asserted by third parties against the Executive arising in connection with Executive’s employment or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment status as an officer or director of the undersigned; Company. (b) The Executive acknowledges and agrees that, except as otherwise provided in the preceding subsection, this release is intended to cover and does cover, but is not limited to, (i) any claims claim under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Civil Rights Act of 1866Age Discrimination in Employment Act, Section 1981 of U.S. Code Title 42, as amended by the Consolidated Omnibus Budget Reconciliation Act of 1985Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Employee Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Actof 1974, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Americans with Disabilities Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida ConstitutionFamily and Medical Leave Act, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include ; (iii) any claim of employment discrimination whether based on a federal, state, or right to vested Executive welfare local statute or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreementscourt or administrative decision; (iii) any claim for wrongful or right that may not be released by private agreementabusive discharge, including without limitationbreach of contract, any claim for unemployment insurance benefitsinvasion of privacy, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 intentional infliction of emotional distress, defamation, or 2802, the Company and/or its parents, subsidiaries other common law contract or affiliate’s bylaws, articles or insurance policies, tort claims; (iv) any rights claims, whether statutory, common law, or otherwise, arising out of the undersigned may have to be indemnified by terms or conditions of his employment at the Company; and (v) any claim for attorneys’ fees, costs, disbursements, or other like expenses. (c) The Company, for itself and its successors, and assigns, hereby releases and discharges (i) the Executive from any and all actions, causes of action, claims, demands, grievances, and complaints, known and unknown, which the Company or its successors or assigns have, ever had, or ever may have based upon any act or omission occurring up to and including the Effective Date of its affiliates by operation this Amendment and Release. This section does not release the Executive from any acts of law willful misconduct, willful or pursuant to gross negligence, fraud,, misappropriation or embezzlement during the organizational agreements term of his employment with the Company and/or its affiliates; or (v) through the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 Effective Date of the Employment Agreement dated as of _______________________, 2022, by this Amendment and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Release.

Appears in 2 contracts

Sources: Employment Agreement (Feldman Mall Properties, Inc.), Employment Agreement (Feldman Mall Properties, Inc.)

General Release. For a valuable consideration(a) In consideration of, among other things, the receipt Agent and adequacy the Lenders’ execution and delivery of which are hereby acknowledgedthis Agreement, each the undersigned does hereby release Loan Parties, on behalf of itself and forever discharge the its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasors”), hereby forever agree and its subsidiariescovenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, parentsreleases and discharges, affiliatesto the fullest extent permitted by law, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, whether known or unknown, fixed whether now existing or contingent hereafter arising, whether arising at law or in equity (hereinafter called collectively, the “Claims”), which against any or all of the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims Lenders in any way arising out ofcapacity and their respective affiliates, based uponsubsidiaries, or related to shareholders and “controlling persons” (within the employment or termination from employment meaning of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Actfederal securities laws), and their respective successors and assigns and each and all of the National Labor Relations Actofficers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990“Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 later of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, Effective Date or the Florida Constitutiondate on which the conditions to effectiveness set forth in Section 3 (Conditions Precedent) hereof are completed, each as amendedthat relate to, and all other state and local statutes, ordinances, executive orders and regulations governing employment arise out of or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include otherwise are in connection with: (i) any claim or right to vested Executive welfare all of the Loan Documents or retirement benefitstransactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the undersigned’s rights under dealings or relationships between or among Borrower and the Stock Option Agreement (as amended from time to timeGuarantors, on the “Equity Agreements”)one hand, and any claims or all of the undersigned may have for breach Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Borrower or any other Loan Party of any loans or other financial accommodations made by any Lender after the Effective Date shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Equity Agreements; Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations. (iiib) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any claim or right that may not be released Releasee on the basis of any Claim released, remised and discharged by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company Borrower or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:other Loan Party.

Appears in 2 contracts

Sources: Consent Agreement (Body & Mind Inc.), Consent Agreement (Body & Mind Inc.)

General Release. For a valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (Bank and the Company”), and its each and all of their past, present, and future parent companies, subsidiaries, parentsrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, Executivesemployees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any Employee’s execution of themthis Release Agreement, including, without limitation, any claim for wagesor obligation arising from or in any way related to Employee’s employment with the Bank or the Company, salarythe termination of that employment, commissionsor an alleged breach of the Employment Agreement. This General Release specifically includes, bonusesbut is not limited to, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary discrimination or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990)Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsCode, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the undersigned may have for breach provisions and protections of any Section 1542 of the Equity Agreements; (iii) California Civil Code, which reads: ​ This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or right that may not be released reinstatement asserted on Employee’s behalf by private agreementany other person or entity, including including, without limitation, any claim for unemployment insurance benefitsgovernment agency, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, Employee expressly waives the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee.

Appears in 2 contracts

Sources: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

General Release. For a valuable considerationand in consideration of the Severance Benefits to be made to you under the Employment Agreement, you hereby agree on behalf of yourself, your agents, assignees, attorneys, successors, assigns, heirs and executors, to, and you do hereby, fully and completely forever release the receipt Company and adequacy its affiliates, predecessors and successors and all of which are hereby acknowledgedtheir respective past and/or present officers, the undersigned does hereby release directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and forever discharge fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), from any and its subsidiariesall causes of action, parentssuits, affiliatesagreements, predecessorspromises, successorsdamages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which you or your heirs, assignsexecutors, agentsadministrators, directorssuccessors and assigns ever had, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under now have or in concert with them, may have hereafter against the Releasees or any of them, of and from any and all manner of action in law, admiralty or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknownunknown to you, fixed or contingent (hereinafter called “Claims”)for, which the undersigned now has or may hereafter have against the Releaseesupon, or any of them, by reason of of, any matter, causeaction, omission, course or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themoccurring, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay in connection with or in relationship to your employment or other benefitsservice relationship with the Company or its affiliates, the termination of any such employment or service relationship and any applicable employment or compensatory arrangement with the Company or its affiliates (collectively, the “Released Claims”); provided that such Released Claims shall not include any claim for monetary claims to enforce your rights under, or equitable reliefwith respect to, (a) the Severance Benefits, the “Accrued Amounts” (as defined in the Employment Agreement) and any other termination benefits or rights under any separation agreement entered into at the time of your termination of employment, (b) any outstanding equity or equity-type awards, (c) your rights as shareholder, including but not limited without limitation your rights under (i) tax receivable agreements, (ii) documents or laws which relate to attorneys’ feescorporate governance, costsand/or (iii) documents or laws which are incident to, disbursementsrelate to or arise from your equity ownership in the Company, back paywhether such equity is owned directly or indirectly by you, front payand (d) indemnification rights and coverage under director and officer liability policies. a. Subject to the limitations stated in paragraph 1 above, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance includingReleased Claims include, without limitation, (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Civil Rights Fair Labor Standards Act, the Employee Retirement Income Security Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act1974, the Americans with Disabilities Act, Sections 503 the Family and 504 of the Rehabilitation Medical Leave Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)1993, and the National Labor Relations Actany and all other federal, the Age Discrimination In Employment Act state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (including the Older Workers Benefit Protection Act ii) any claims for wrongful discharge, breach of 1990)contract, the Americans With Disabilities Actfraud, the California Fair Employment and Housing Act (as amended)misrepresentation or any compensation claims, Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. You understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the California unfair disclosure of a trade secret that is made (i) in confidence to a federal, state, or business practices lawslocal 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. You understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 trade secret to the attorney of the California Labor Code beginning at § 3200individual and use the trade secret information in the court proceeding, if the individual files any provision of document containing the California Constitutiontrade secret under seal; and does not disclose the trade secret, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factorexcept pursuant to court order. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) under no circumstance will you be authorized to disclose any claim information covered by attorney-client privilege or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach attorney work product of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates subsidiaries without prior written consent of Company’s General Counsel or other officer designated by operation the Company. b. THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE RELEASEES, WITH RESPECT TO THE RELEASED CLAIMS, BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES. c. You represent that you have read carefully and fully understand the terms of law this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or pursuant to the organizational agreements of any kind made to you in connection with your decision to accept the Company and/or its affiliates; or terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one (v21) days to consider whether you want to sign this Agreement and that the undersigned’s Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not receive any amount owing of the Severance Benefits due to the undersigned pursuant to Section 4 of you under the Employment Agreement dated as until such seven (7) day revocation period has passed and then, only if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, you hereby acknowledge that your decision to execute this Agreement prior to the expiration of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such twenty-one (21) day period was entirely voluntary.

Appears in 2 contracts

Sources: Employment Agreement (ZoomInfo Technologies Inc.), Employment Agreement (ZoomInfo Technologies Inc.)

General Release. For a and in consideration of the payments described in Paragraph 2, above, to which Executive is not otherwise entitled, and for other good and valuable consideration: (a) Executive hereby voluntarily, the receipt knowingly and adequacy of which are hereby acknowledgedwillingly releases, the undersigned does hereby release acquits and forever discharge the “Releasees” hereunderdischarges Company including, consisting without limitation, each of Corphousing Group Inc. (the “its former, current and future agents, executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, assigns, owners and servants and each of Company”)’s former, current and its future parents, subsidiaries, parentsdivisions, affiliates, predecessors, successors and assigns and all of their current, former and future agents, executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, heirs, assigns, agentsowners and servants, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, expenses of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themunforeseen, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay employment related discrimination or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any harassment claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitationthe Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Family Medical Leave Act, the Immigration Reform and Control Employment Retirement Income Security Act, the Executive Retirement Income Security Act (including Washington Law Against Discrimination, the Genetic Information Nondiscrimination Act)Washington Constitution, and the National Washington Labor Relations ActCode, the Age Discrimination In Employment Act (or under common law, which against any or all of them Executive ever had, now has or hereinafter may have, up to and including the Older Workers Benefit Protection Act date of 1990Executive’s execution of this Agreement, including, without limitation, those arising out of or in any way related to Executive’s employment at Company or the separation of that employment. (b) It is a condition hereof, and it is Executive’s intention in the execution of the General Release in subparagraph 3(a), above, that the Americans With Disabilities Actsame shall be effective as a bar to each and every claim specified above, the California Fair Employment and Housing Act (as amended)in furtherance of this intention, Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations Executive hereby expressly waives any and Mass Layoffs all rights and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions benefits conferred upon Executive by Section 1542 of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida StatutesCode, or its Washington State equivalent, which provides: (c) A general release does not extend to claims which the Florida Constitutioncreditor does not know or suspect to exist in his or her favor at the time of executing the Release, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment which if known by him or prohibiting discrimination her must have materially affected his or retaliation upon her settlement with the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:debtor.

Appears in 2 contracts

Sources: Severance Agreement (Ambassadors Group Inc), Severance Agreement (Ambassadors Group Inc)

General Release. For a valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which are hereby acknowledgedthis Third Amended Forbearance Agreement, the undersigned does hereby release Company and forever discharge the Subsidiaries, on behalf of themselves and their successors and assigns (collectively, the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasors”), hereby forever agree and its subsidiariescovenant not to ▇▇▇ or prosecute against the Releasees (as defined below) and hereby forever waive, parentsrelease and discharge to the fullest extent permitted by law, affiliateseach Releasee from, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, suitsagainst the Noteholders in any capacity and their affiliates, debtsshareholders and “controlling persons” (within the meaning of the federal securities law), liensand their respective successors and assigns and each and all of the officers, contractsdirectors, agreementsemployees, promises, liability, claims, demands, damages, losses, costsagents, attorneys’ fees or expenses, advisors, auditors, consultants and other representative of any nature whatsoevereach of the foregoing (collectively, known or unknown, fixed or contingent (hereinafter called the ClaimsReleasees”), which based in whole or in part on facts whether or not now known, existing on or before the undersigned now has Third Amended Forbearance Effective Date, that relate to, arise out of or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims otherwise are in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans connection with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim aspect of the business, operations, assets, properties, affairs or right to vested Executive welfare any other aspect of the Company or retirement benefits, the Subsidiaries; (ii) any aspect of the undersigned’s rights dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under the Stock Option Agreement (as amended from time to timethis Third Amended Forbearance Agreement, the “Equity Indenture, the Intercreditor Agreement and the Collateral Agreements”). In entering into this Third Amended Forbearance Agreement, the Company and the Subsidiaries consulted with, and have been represented by, legal counsel and expressly disclaim any claims the undersigned may have for breach of reliance on any representations, acts or omissions by any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim Releasees and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights and the undersigned may have to be indemnified by Subsidiaries hereby agree and acknowledge that the Company or any of its affiliates by operation of law or pursuant to the organizational agreements validity and effectiveness of the Company releases set forth herein do not depend in any way on any such representations, acts and/or its affiliates; omissions or (v) the undersigned’s right to any amount owing to the undersigned pursuant to accuracy, completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Employment Third Forbearance Period and the termination of this Third Amended Forbearance Agreement dated as and payment in full of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Obligations.

Appears in 2 contracts

Sources: Forbearance Agreement, Forbearance Agreement (Wornick CO)

General Release. For a valuable considerationa. In consideration of the above, and all of the receipt terms of this Agreement, you, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for yourself, your agents, successors, heirs and adequacy of which are assigns (“Releasors”), do hereby acknowledgedrelease, the undersigned does hereby release remise and forever discharge the “Releasees” hereunderGTJ REIT, consisting Inc. and each of Corphousing Group Inc. (the “Company”)its parents, and its subsidiaries, parentsaffiliates, affiliatesrelated entities, predecessors, successors, heirs, assigns, and each of its current and former agents, servants, shareholders, employees, officers, directors, officersmanagers, Executivesexecutives, shareholdersmembers, trustees, employees, representatives, lawyersboard members, insurersattorneys, investors and insurers and each of their heirs, successors, executors and administrators and all persons acting by, through, under or and/or in concert with them, or any of them, them (“Releasees”) of and from any and all manner of action or actionsclaims, cause or demands, causes of action, actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys’ fees, damages, penalties, punitive damages and liability of any nature whatsoever, in law or in equityequity or otherwise, suitswhich Releasors (You) have had, debtsnow have, liensshall or may have, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned now has suspected or may hereafter have against the Releasees, or any of themunsuspected, by reason of any matter, cause, matter or thing whatsoever whatsoever, from the beginning of time the world to the effective date hereof. The Claims released herein includeof this Agreement, without limiting any Claims in any way including those relating to or arising out ofof your employment with the Company and/or its affiliates, based uponthe terms and conditions of such employment, and the termination of that employment. b. By the general release set forth in this paragraph, you acknowledge that you are giving up all claims relating to or related to arising out of your employment with GTJ REIT, Inc., the employment or Releasees and/or its affiliates, the terms and conditions of such employment, and the termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefthat employment, including but not limited to claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent inflection of emotional distress, any and all other torts, and claims for attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; as well as including but not limited to any claim for benefits under any and all statutory claims referred to herein. Restricted common stock option or other equity-based incentive plan of the Releasees (or any related agreement that you have been awarded as an equity bonus are deemed to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any have fully vested. c. You further acknowledge that various federal, state and local laws prohibit discrimination based on age, gender, sexual orientation, race, color, national origin, religion, disability, handicap or local statute or ordinance including, without limitation, veteran’s status. These include Title VII of the Civil Rights Act of 1964, the Civil Rights Act Acts of 19911866 and 1871, and the Civil Rights Act of 18661991 (relating to gender, Section 1981 national origin, religion, race and certain other kinds of U.S. Code Title 42, job discrimination); the Consolidated Omnibus Budget Reconciliation Pregnancy Discrimination Act; the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act (relating to age discrimination in employment); the Rehabilitation Act of 1985, the Equal Pay Act1973, the Americans with Disabilities Act, Sections 503 and 504 Delaware’s Handicapped Persons Employment Protections Act (relating to disability discrimination in employment); the New York Human Rights Act (prohibiting all of the Rehabilitation above forms of employment discrimination); and the New York City Human Rights Law (prohibiting all of the above forms of employment discrimination). You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had through the effective date of this Agreement. d. You also understand and acknowledge that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Employee Retirement Income Security Act (excluding claims for vested benefits), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19732002, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Medical Leave Act, the Executive Retirement Income Security Act (including New York Wage Payment Law, the Genetic Information Nondiscrimination Act), Delaware Wage Payment and the National Labor Relations Collection Act, wage and hour laws, whistleblower laws and other laws. You acknowledge that you are giving up any claims you may have under any of these statutes and under any other federal, state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. You also understand and acknowledge that you are giving up any and all claims for benefits including, but not limited to, life insurance, accidental death and disability insurance, sick leave or other employer provided plan or program; claims for distributions of income or profit; claims for reimbursement; claims for wages; claims for vacation or other leave time; claims relating to retirement, pension and/or profit sharing plans (excluding claims for vested benefits); claims for group health insurance coverage (excluding claims for COBRA continuation coverage); or any other claims. You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had through the Age Discrimination In Employment Act (effective date of this Agreement. e. You further agree that neither you, nor anyone on your behalf shall or may seek, or be entitled to recover reasonable attorneys’ fees and costs pursuant to any of the aforementioned federal, state or local statutes, or any other such laws. You understand and acknowledge that the general release set forth in this paragraph applies to all claims and causes of action, including but not limited to, employment-related claims, which you now have or may have had through the date of this Agreement. f. The general release set forth in this paragraph is intended to comply with Section 201 of the Older Workers Workers’ Benefit Protection Act of 1990, 29 U.S.C. § 626(f). Accordingly, the Americans With Disabilities Actyou acknowledge, the California Fair Employment represent and Housing Act (certify as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include follows: (i) any claim that you waive all rights or right claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”), knowingly and voluntarily in exchange for consideration of value to vested Executive welfare or retirement benefits, which you would not otherwise have been entitled; (ii) that by this Agreement you have been advised in writing by the undersigned’s Company to consult with an attorney of your choice in conjunction with this Agreement and your decision to waive your rights or claims under the ADEA or otherwise; (iii) that you have been given a period of at least twenty-one (21) days within which to consider this Agreement and your decision to waive your rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim ADEA or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, otherwise; (iv) that you have been informed by the Company and understand that you may revoke your acceptance of this Agreement for a period of seven (7) days after signing it, and that this Agreement will not become effective or enforceable until after the seven (7) day period has expired, and that any rights revocation you make shall be in writing, sent by regular mail or overnight mail for receipt within the undersigned seven (7) day revocation period to our attorney: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ And Associates, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and (v) that you further understand that if you revoke your acceptance as described above, this Agreement shall be null and void in its entirety, and if you have not revoked this Agreement by the end of the seven (7) day period referenced in the last paragraph, this Agreement will be in full force and effect. g. Notwithstanding any local or other law to the contrary, You expressly agree that this Agreement and this Paragraph 4 will extend and apply to all claims, injuries and damages that You may have to be indemnified by against the Company or any Releasees at the time You sign this Agreement, regardless of its affiliates by operation of law whether you are aware or pursuant to suspect such claims, injuries or damages at the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:time you sign this Agreement.

Appears in 2 contracts

Sources: Separation Agreement (GTJ REIT, Inc.), Separation Agreement (GTJ REIT, Inc.)

General Release. For a valuable considerationIn consideration of the payments and benefits to be made under the Employment Agreement, dated as of , 20 , to which Corrections Corporation of America (the “REIT”), CCA of Tennessee, LLC (“Employer” and, together with the REIT, the receipt “Company”) and adequacy of which (the “Executive”) are hereby acknowledgedparties (the “Agreement”), the undersigned Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the “Releasees” hereunderCompany and its parents, consisting of Corphousing Group Inc. subsidiaries and affiliates (collectively, the “CompanyCompany Affiliated Group”), their present and its subsidiariesformer officers, parentsdirectors, affiliates, predecessors, successors, heirs, assignsexecutives, agents, directors, officers, Executives, shareholders, representativesattorneys, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party (hereinafter called an ClaimsAction) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), which including (i) the undersigned now has or may hereafter have against the Releasees, or any termination of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims such service in any way arising out ofsuch capacity, based upon(ii) for severance or vacation benefits, unpaid wages, salary or related to the incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment or termination from employment of the undersigned by the Releasees, or any of them, laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any claim for wagesand all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), salaryany penalties, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay taxes or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits interest assessed under any stock option or other equity-based incentive plan Section 409A of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; Code and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code 1964 (“Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay ActVII”), the Americans with Disabilities ActAct (“ADA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Medical Leave Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990“ADEA”), the Americans With Disabilities Act, the California Fair Employment and Housing Act excepting only: (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 a) rights of the United States Code, California Business Executive under this Waiver and Professions Code § 17200 or any other provisions Release of Claims and to severance payments and benefits under Section 5 of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 Agreement; (b) rights of the California Labor Code beginning at § 3200, any provision Executive relating to equity awards held by the Executive as of the California Constitution, any provision Executive’s date of termination; (c) the right of the California Labor Code that Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include have (i) any claim or right to vested Executive welfare or retirement benefitsunder applicable corporate law, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach by-laws or charter of any of the Equity Agreements; Company Released Party or (iii) as an insured under any claim director’s and officer’s liability insurance policy now or right that may not be released by private agreementpreviously in force; (e) claims (i) for accrued or vested benefits under any health, including without limitationdisability, any claim for unemployment retirement, supplemental retirement, deferred compensation, life insurance benefitsor other, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 similar employee benefit plan or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements arrangement of the Company and/or its affiliatesAffiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable policy of the Company Affiliated Group; or and (vf) claims for the undersigned’s right to any amount owing reimbursement of unreimbursed business expenses incurred prior to the undersigned date of termination pursuant to Section 4 applicable policy of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Company Affiliated Group.

Appears in 2 contracts

Sources: Employment Agreement (Corrections Corp of America), Employment Agreement (Corrections Corp of America)

General Release. For a valuable consideration(a) Casablanca on behalf of itself and for all of its past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the receipt respective owners, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and adequacy assigns of which are hereby acknowledgedany said person or entity, security holders of any said person or entity, and any other person claiming (now or in the undersigned does hereby release and forever discharge the future) through or on behalf of any of said persons or entities (collectively Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleased Persons”), irrevocably and its subsidiariesunconditionally releases, parentssettles, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, acquits and forever discharges the Company and all persons acting byof its Released Persons, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equityequity or liabilities of whatever kind or character, suitsarising under federal, debtsstate, liensforeign, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, common law or the laws of any nature whatsoeverother relevant jurisdiction (collectively, known or unknown, fixed or contingent (hereinafter called the “Claims”), which the undersigned now has or may hereafter have against the Releaseesbased on any event, fact, act, omission, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time failure to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified act by the Company or any of its affiliates by operation of law the Company’s Released Persons, whether known or pursuant unknown, occurring or existing prior to the organizational agreements execution of this Agreement; provided, however, this release and waiver of Claims shall not include Claims to enforce the terms of this Agreement; provided, further, that this waiver and release of Claims shall not prohibit Casablanca’s receipt of proceeds in any class action lawsuit initiated by a person unaffiliated with Casablanca on the same basis as the Company’s other non-initiating stockholders within such class. (b) The Company on behalf of itself and for all of its Released Persons irrevocably and unconditionally releases, settles, acquits and forever discharges Casablanca and all of Casablanca's Released Persons from any and all Claims based on any event, fact, act, omission, or failure to act by Casablanca or any of Casablanca’s Released Persons, whether known or unknown, occurring or existing prior to the execution of this Agreement; provided, however, this release and waiver of Claims shall not include Claims to enforce the terms of this Agreement. (c) The Parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Claims. Each of the Company and/or its affiliates; Parties knows that such presently unknown or (v) unappreciated facts could materially affect the undersigned’s right claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to any amount owing give a full, complete and final release and discharge of the Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the undersigned pursuant Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to Section 4 the Claims only, each Party expressly waives and relinquishes any and all provisions, rights and benefits conferred by any law of the Employment Agreement dated as United States or of _______________________any state or territory of the United States or of any other relevant jurisdiction, 2022or principle of common law, under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party might have affected its settlement. The Parties acknowledge and between agree that the undersigned inclusion of this Section 5 was separately bargained for and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:is a material term of this Agreement.

Appears in 2 contracts

Sources: Director Nomination Agreement (Cliffs Natural Resources Inc.), Director Nomination Agreement (Casablanca Capital LP)

General Release. For Pursuant to this General Release of Claims (this “Agreement”), Employee, for himself, his heirs, administrators, representatives, executors, successors and assigns (each a valuable consideration“Releasor”) hereby irrevocably and unconditionally releases, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release acquits and forever discharge the discharges Mattersight Corporation (Releasees” hereunderCompany”) and its direct or indirect subsidiaries, consisting divisions, affiliates and related companies or entities, regardless of Corphousing Group Inc. its or their form of business organization (the “CompanyCompany Entities”), and its subsidiaries, parents, affiliates, any predecessors, successors, heirsjoint ventures, assignsand parents of any Company Entity, agentsand any and all of their respective past or present shareholders, partners, directors, officers, Executivesemployees, shareholdersconsultants, representativesindependent contractors, lawyerstrustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with them, or any of themthem (all, of and collectively, the “Release Parties”) from any and all manner of action or actions, cause or causes of actionactions, in law or in equitydemands, suits, debts, liens, contractsclaims, agreements, promises, liabilitydebts, claimslawsuits, demandsliabilities, damagesrights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and fees whatever (including without limitation attorneys’ fees and costs), arising out of or expensesrelating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, fixed ▇▇▇▇▇▇ or inchoate, mature or unmatured, contingent (hereinafter called “Claims”)or fixed, which the undersigned now has liquidated or may hereafter have against the Releaseesunliquidated, accrued or any of themunaccrued, by reason of any matterasserted or unasserted, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way whether arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 law and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), in particular including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation based upon the basis of age, race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability disability, or any other unlawful factor. Notwithstanding criterion or circumstance, which Employee and any Releasor had, now have, or may have in the generality future against each or any of the foregoingReleased Parties from the beginning of time until the date of this Agreement (individually, the Claims released “Claim,” and collectively, “Claims”); provided, that this Agreement shall not include (i) apply to, nor release the Company from, any claim or right to vested obligation of the Company contained in Employee’s Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Employment Agreement dated as of [insert date] (as amended or supplemented from time to time, the “Equity AgreementsEmployment Agreement)) that arises due to Employee’s termination of employment with the Company. The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Employee expressly agrees that he is not entitled to, and shall not receive, any claims the undersigned may have for breach further recovery of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by kind from the Company or any of its affiliates by operation the other Release Parties, and that in the event of law or pursuant to any further proceedings whatsoever based upon any matter released herein, neither the organizational agreements Company nor any of the Company and/or its affiliates; other Release Parties shall have any further monetary or (v) the undersigned’s other obligation of any kind to Employee, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to employment with the Company or any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as other Release Parties and that he will not apply for or otherwise seek employment with any of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:them.

Appears in 2 contracts

Sources: Executive Employment Agreement (Mattersight Corp), Executive Employment Agreement (Mattersight Corp)

General Release. For a valuable consideration(a) In consideration of, among other things, Agent’s and the receipt Lenders’ execution and adequacy delivery of which are hereby acknowledgedthis Agreement, the undersigned does hereby release each Credit Party, on behalf of itself and forever discharge the its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasors”), hereby forever agrees and its subsidiariescovenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, parentsreleases and discharges, affiliatesto the fullest extent permitted by law, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, whether known or unknown, fixed whether now existing or contingent hereafter arising, whether arising at law or in equity (hereinafter called collectively, the “Claims”), which against any or all of the undersigned Lender Parties in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or are otherwise in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among Credit Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof; provided it is understood and agreed that this Section 6 shall not release (1) any Claims based on a fact or circumstance that does not exist on or before the Forbearance Effective Date and (2) any Claims related to the Credit Parties’ despository banking relationship with Agent or any Lender. In entering into this Agreement, Credit Parties consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or may hereafter have against omissions by any of the ReleaseesReleasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations.. (b) Each Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Credit Party pursuant to Section 6(a) hereof. If any Credit Party, or any of themits successors, by reason assigns or other legal representatives violates the foregoing covenant, each Credit Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of any mattersuch violation, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims all reasonable and documented costs and expenses in any way arising out of, based upon, or related to the employment or termination from employment accordance with Section 10.2 of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seqLoan Agreement., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Sources: Forbearance Agreement and Eleventh Amendment to Loan Agreement (Volta Inc.), Term Loan, Guarantee and Security Agreement (Volta Inc.)

General Release. For a valuable considerationand in consideration of the Severance Benefits to be made to you under the Employment Agreement, you hereby agree on behalf of yourself, your agents, assignees, attorneys, successors, assigns, heirs and executors, to, and you do hereby, fully and completely forever release the receipt Company and adequacy its affiliates, predecessors and successors and all of which are hereby acknowledgedtheir respective past and/or present officers, the undersigned does hereby release directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and forever discharge fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), from any and its subsidiariesall causes of action, parentssuits, affiliatesagreements, predecessorspromises, successorsdamages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which you or your heirs, assignsexecutors, agentsadministrators, directorssuccessors and assigns ever had, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under now have or in concert with them, may have hereafter against the Releasees or any of them, of and from any and all manner of action in law, admiralty or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknownunknown to you, fixed or contingent (hereinafter called “Claims”)for, which the undersigned now has or may hereafter have against the Releaseesupon, or any of them, by reason of of, any matter, causeaction, omission, course or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themoccurring, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay in connection with or in relationship to your employment or other benefitsservice relationship with the Company or its affiliates, the termination of any such employment or service relationship and any applicable employment, compensatory or equity arrangement with the Company or its affiliates; provided that such released claims shall not include any claim for monetary or equitable relief, including but not limited claims to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatementenforce (a) your rights under, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of with respect to, the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligentSeverance Benefits, or otherwise(b) your rights under, and with respect to, any “Accrued Amounts” (as defined in the Employment Agreement); any alleged legal restrictions on Releasee’s right to terminate . a. Notwithstanding the employment generality of paragraph 1 above, the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance includingReleased Claims include, without limitation, (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Civil Rights Fair Labor Standards Act, the Employee Retirement Income Security Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act1974, the Americans with Disabilities Act, Sections 503 the Family and 504 of the Rehabilitation Medical Leave Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)1993, and the National Labor Relations Actany and all other federal, the Age Discrimination In Employment Act state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (including the Older Workers Benefit Protection Act ii) any claims for wrongful discharge, breach of 1990)contract, the Americans With Disabilities Actfraud, the California Fair Employment and Housing Act (as amended)misrepresentation or any compensation claims, Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Further, nothing in this Agreement shall bar or impede, in any way, your ability to seek or receive any monetary award or bounty from any governmental agency or regulatory or law enforcement agency in connection with protected activity under Securities and Exchange Commission Rule 21F-17, 17 C.F.R. §240.21F-17 (“Rule 21F-17”). You understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the California unfair disclosure of a trade secret that is made (i) in confidence to a federal, state, or business practices lawslocal 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. You understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 trade secret to the attorney of the California Labor Code beginning at § 3200individual and use the trade secret information in the court proceeding, if the individual files any provision of document containing the California Constitutiontrade secret under seal; and does not disclose the trade secret, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factorexcept pursuant to court order. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) under no circumstance will you be authorized to disclose any claim information covered by attorney-client privilege or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach attorney work product of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates subsidiaries without prior written consent of Company’s General Counsel or other officer designated by operation the Company. b. THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES. c. You represent that you have read carefully and fully understand the terms of law this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or pursuant to the organizational agreements of any kind made to you in connection with your decision to accept the Company and/or its affiliates; or terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one (v21) days to consider whether you want to sign this Agreement and that the undersigned’s Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not receive any amount owing of the Severance Benefits due to the undersigned pursuant to Section 4 of you under the Employment Agreement dated as until such seven (7) day revocation period has passed and then, only if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, you hereby acknowledge that your decision to execute this Agreement prior to the expiration of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such twenty-one (21) day period was entirely voluntary.

Appears in 2 contracts

Sources: Employment Agreement (ZoomInfo Technologies Inc.), Employment Agreement (ZoomInfo Technologies Inc.)

General Release. For a valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. anyone else claiming through him (the “CompanyReleasors”), hereby releases and discharges forever Funko, Inc., and its subsidiaries, parents, affiliates, predecessorsand each of their respective past, successorspresent or future parent, heirsaffiliated, assignsrelated, agentsand subsidiary entities and each of their respective past, present or future directors, officers, Executivesemployees, shareholderstrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, lawyerspredecessors, insurerssuccessors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or may hereafter have against tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Releasees, Employee and the Company or any of themthe other Released Parties, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any claims under federalthe Civil Rights Act of 1866, statethe Civil Rights Act of 1871, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Americans With Disabilities Act of 19911990, the Civil Rights Age Discrimination in Employment Act of 1866, Section 1981 of U.S. Code Title 421967 (“ADEA”), the Consolidated Omnibus Budget Reconciliation ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19852002, the Equal Pay ActSecurities Act of 1933, the Americans with Disabilities Securities Exchange Act of 1934 (the “Exchange Act”), Sections 503 and 504 the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Immigration Reform and Control Delaware Persons with Disabilities Employment Protection Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Delaware Whistleblowers’ Protection Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Delaware Wage Payment and Collection Act, the California Delaware Fair Employment and Housing Act (as amended)Practices Act, Calif. Gov’t Code, §12900 et seq.Delaware’s social media law, the California Family Rights Washington Industrial Welfare Act, California law regarding Relocationsthe Washington Minimum Wage Act, Terminations and Mass Layoffs the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the California Labor CodeWashington Leave Law, all as amended; Sections 1981 through 1988 of Title 42 of the United States Codeeach may have been amended from time to time, California Business and Professions Code § 17200 or any other provisions federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of the California unfair trade Releasors now possess or business practices lawshave a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Occupational Safety and Health Act, Divisions 4, 4.5date of execution of this Release, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) this Agreement; (b) that certain Employment Agreement, dated as of October 20, 2017, by and among the Claims released shall not include Company and the Employee (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity AgreementsEmployment Agreement”), or Employee’s employment or other relationship with any of the Released Parties or the termination thereof; and any claims (c) the undersigned may have for breach Employee’s status as a holder of securities of any of the Equity Agreements; (iii) Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim contracts of employment, whether express or right that may not be released by private agreementimplied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including without limitationbut not limited to wages, any claim for unemployment insurance back pay, front pay, benefits, any workerscompensatory, liquidated or punitive damages and attorneyscompensation claim fees. The Employee acknowledges and any claim for indemnification reaffirms Employee’s obligations under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________Agreement, 2022, by including but not limited to Sections 5 and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 2 contracts

Sources: Transition and Release of Claims Agreement (Funko, Inc.), Transition and Release of Claims Agreement

General Release. For As a valuable considerationcondition of receiving the Separation Benefits, the receipt you, on your own behalf and adequacy on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessors, your successors, heirs, assignsbeneficiaries, agents, directorsassigns, and representatives, voluntarily agree to waive and release the Company and its parents, subsidiaries, predecessors, affiliated entities, successors and assigns, together with each of those entities’ respective employee benefit plans and programs and the administrators and fiduciaries of such plans and programs, current and former owners, officers, Executivesdirectors, shareholderspartners, employees, agents, representatives, lawyersfiduciaries, insurersinsurers and reinsurers and administrators, and all persons acting by, through, under both individually or in concert with themtheir business capacity (collectively, or any of themthe “Releasees”), of and from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitygrievances, suitswages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, liens, contracts, agreements, promises, liability, profit sharing claims, demandsexpenses, damages, lossesjudgments, costsorders and liabilities of whatever kind or nature in state, attorneys’ fees provincial or expensesfederal law, of any nature whatsoeverequity or otherwise, whether known or unknownunknown to you (collectively, fixed or contingent (hereinafter called “the ”Claims”), which the undersigned you now has own or may hereafter holds or have at any time owned or held as against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, suspected or unsuspected: (1) arising out of your employment with the Company or any of its affiliates or the termination of such employment; (2) arising out of or in any way arising out ofconnected with any claim, based uponloss, damage or related to injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the employment or termination from employment part of the undersigned by the Releasees, or any of them, includingcommitted or omitted on or before the date this Agreement is executed by you; and/or (3) relating to the enforceability or reasonableness of the restrictions contained in the Employment Agreement, the Affiliate Agreements (defined in Section 6(a) below) or in Section 6 herein (including subparts); provided, however, that nothing contained herein shall affect your rights to enforce this Agreement or the indemnification obligations of the Company and its affiliates as set forth in Section 9 of this Agreement. Also, without limitationlimiting the generality of the foregoing, you specifically release Releasees from any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, costsSTATE OR FEDERAL AGE, disbursementsSEX, back payPREGNANCY, front payRACE, reinstatementCOLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT (ADA), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA), THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (WARN), THE NATIONAL LABOR RELATIONS ACT (NLRA), THE FAMILIES FIRST CORONAVIRUS RESPONSE ACT, THE CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT, THE AMERICAN RESCUE RESPONSE PLAN ACT, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY YOU OR BY A GOVERNMENTAL AGENCY. Notwithstanding your release of claims and confidentiality, non-disparagement, and cooperation obligations set forth in this Agreement, you retain the right to file a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), the Occupational Safety and Administration Board (OSHA), the Securities and Exchange Commission (SEC), or expert’s feesany other federal, state or local civil rights agency or to participate in the investigation of such charge filed by another person or to initiate or respond to communications with such government agencies; however you waive all rights to share in any claim for benefits damages awarded under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentionalclass action, negligentEEOC charge, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, state civil rights agency complaint or local occupational safety and health laws or regulations, all as amended; and any alleged violation a result of any federal, state or local statute administrative agency action. Additionally, nothing in this Agreement prohibits or ordinance including, without limitation, Title VII of restricts you from filing a charge or complaint with the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 Securities and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act Exchange Commission (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990SEC), the Americans With Disabilities Act, the California Fair Employment and Housing Act Financial Industry Regulatory Authority (as amendedFINRA), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade securities regulatory agency or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, self-regulatory authority. You further understand that this Agreement does not limit your ability to communicate with any provision of the California Constitution, securities regulatory agency or authority or otherwise participate in any provision of the California Labor Code investigation or proceeding that may lawfully be released, conducted by any governmental agency in connection with reporting a possible securities law violation without notice to the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 etCompany. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall This Agreement does not include (i) any claim or limit your right to vested Executive welfare or retirement benefits, (ii) receive an award for information provided to the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company SEC staff or any of its affiliates by operation of law other securities regulatory agency or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:authority.

Appears in 2 contracts

Sources: Separation Agreement (Restaurant Brands International Inc.), Separation Agreement (Restaurant Brands International Limited Partnership)

General Release. For a valuable considerationa. In exchange for the Separation Benefits provided to Executive under this Agreement, the receipt and adequacy Executive, on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)Executive, and Executive’s heirs, executors, personal representatives, administrators and assigns, irrevocably, knowingly and unconditionally releases, remises and discharges the Company, its subsidiaries, parents, affiliatesall current or former affiliated or related companies of the Company and its parent, predecessorspartnerships, or joint ventures, and, with respect to each of them, all of the Company’s or such related entities’ predecessors and successors, heirsand, assignswith respect to each such entity, agentsits officers, directors, officersmanagers, Executivesemployees, shareholdersequity holders, representativesadvisors and counsel (collectively, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and the “Company Parties”) from any and all manner of action or known and unknown actions, cause or causes of action, in law or in equitycharges, suitscomplaints, claims, damages, demands, debts, lienslawsuits, contractsrights, agreementsunderstandings, promisesliabilities, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, and obligations of any kind, nature or description whatsoever, known or unknownunknown (collectively, fixed or contingent (hereinafter called the “Claims”), which arising out of or relating to Executive’s employment with the undersigned now has or may hereafter have against Company and/or the Releasees, or any separation of them, by reason of any matter, cause, or thing whatsoever Executive from the beginning Company through the Revocation Period Expiration Date. b. This general release of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, includingExecutive includes, without limitation, any claim for wages(i) all Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to and including the date of this Agreement, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay regardless of ripeness or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach limitation on immediate pursuit of any express Claim in the absence of this Agreement; (ii) all Claims relating to or implied contract arising out of employmentExecutive’s employment with and separation from the Company; any alleged torts (whether intentionaliii) all Claims (including Claims for discrimination, negligentharassment, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims and retaliation) arising under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute statute, regulation, ordinance, or ordinance includingthe common law, including without limitation, Claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, as amended, the Older Worker Benefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Fair Labor Standards Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)42 U.S.C. § 1981, and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions federal or state law, local ordinance or common law, including for wrongful discharge, breach of the California unfair trade implied or business practices lawsexpress contract, the California Occupational Safety intentional or negligent infliction of emotional distress, defamation, harassment, discrimination, or other tort; and Health Act(iv) all Claims for reinstatement, Divisions 4attorney’s fees, 4.5interest, costs, wages or other compensation. c. Executive agrees that there is a risk that each and every injury which Executive may have suffered by reason of Executive’s employment relationship might not now be known, and 4.7 there is a further risk that such injuries, whether known or unknown at the date of the California Labor Code beginning at § 3200this Agreement, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amendedmight become progressively worse, and all other state that as a result thereof further damages may be sustained by Executive; nevertheless, Executive desires to forever and local statutesfully release and discharge the Company Parties, ordinancesand Executive fully understands that, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon by the basis execution of agethis Agreement, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall no further claims for any such injuries may ever be asserted. d. This general release does not include release any Claim that relates to: (i) any claim or Executive’s right to vested Executive welfare or retirement benefits, enforce this Agreement; (ii) the undersigned’s any rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned Executive may have for breach of to indemnification from personal liability or to protection under an insurance policy maintained by the Company, including without limitation any of the Equity Agreementsgeneral liability, EPLI, or directors and officers insurance policy; (iii) any claim or right that may not be released by private agreementExecutive’s right, including without limitationif any, any claim for to government-provided unemployment insurance and worker’s compensation benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, ; (iv) Executive’s rights under any rights Company employee or executive benefit plans (e.g., health, disability or retirement plans), which by their explicit terms survive the undersigned may have to be indemnified by the Company or any termination of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliatesExecutive’s employment; or (v) any other rights that cannot be waived as a matter of applicable law. Nothing in this Section 4, or elsewhere in this Agreement, prevents or prohibits Executive from filing a claim or participating in any investigation or proceeding conducted by the undersignedEqual Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or any other federal, state or local government agency or commission, including providing documents or other information, without notice to the Company. Although Executive acknowledges and agrees that Executive shall not be entitled to further monetary compensation from the Company Parties, nothing in this Agreement limits Executive’s right to any amount owing receive a monetary award from a government-administered whistleblower award program, including but not limited to those administered by OSHA, the undersigned SEC (pursuant to Section 4 21F of the Exchange Act of 1934, as amended), or any other government agencies, for information provided by Executive. Moreover, no part of this Agreement is intended to interfere with any right (as granted by statute, ordinance, regulation, or case law) to disclose truthful facts about unlawful violation of workplace policies. e. Executive agrees that the consideration set forth in Sections 2 and 3 above and Section 4(g) below shall constitute the entire consideration provided under this Agreement, and that Executive will not seek from the Company Parties any further compensation or other consideration for any claimed obligation, entitlement, damage, cost or attorneys’ fees in connection with the matters encompassed by this Agreement. f. Executive understands and agrees that, if any facts with respect to this Agreement or Executive’s prior treatment by or employment with the Company are found to be different from the facts now believed to be true, Executive expressly accepts, assumes the risk of, and agrees that this Agreement shall remain effective notwithstanding such differences. Executive agrees that the various items of consideration set forth in this Agreement fully compensate for said risks, and that Executive will have no legal recourse against the Company in the event of discovery of a difference in facts. g. Executive agrees to the release of all known and unknown claims, including expressly the waiver of any rights or claims arising out of the Federal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), and in connection with such waiver of ADEA claims, and as provided by the Older Worker Benefit Protection Act, Executive understands and agrees as follows: i. Executive has the right to consult with an attorney before signing this Agreement, and is hereby advised to do so; ii. Executive shall have a period of [If part of broad layoff: forty-five (45)] [OR] [Otherwise: twenty-one (21)] days from the Termination Date (or from the date of receipt of this Agreement dated as if received after the Termination Date) in which to consider the terms of the Agreement (the “Review Period”). Executive may at Executive’s option execute this Agreement at any time during the Review Period. If Executive does not return the signed Agreement to the Company prior to the expiration of the [If part of broad layoff: 45-day] [OR] [Otherwise: 21-day] period, then the offer of severance benefits set forth in this Agreement shall lapse and shall be withdrawn by the Company. Executive may take less than the twenty-one (21) days if Executive so chooses, but, if Executive wishes to do so, Executive must initial and date here (_______________________); iii. Executive may revoke this Agreement at any time during the first seven (7) days following Executive’s execution of this Agreement, 2022and this Agreement and release shall not be effective or enforceable until the seven-day period has expired (“Revocation Period Expiration Date”). Notice of a revocation by Executive must be made to the designated representative of the Company (as described below) within the seven (7) day period after Executive signs this Agreement. If Executive revokes this Agreement, by it shall not be effective or enforceable. Accordingly, the “effective date” of this Agreement shall be on the eighth (8th) day after Executive signs the Agreement and between returns it to the undersigned Company, and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCEprovided that Executive does not revoke the Agreement during the seven (7) day revocation period. THE UNDERSIGNEDThis revocation period is not waivable; iv. if Executive signs this Agreement, BEING AWARE OF SAID LAWSExecutive specifically waives any rights Executive may have against any Company Parties, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDERincluding, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTbut not limited to, rights or claims which may have arisen under the ADEA as a result of Executive’s employment with the Company or termination of employment; v. a significant portion of the Separation Benefits is in consideration for release of any claims or rights under the ADEA; and vi. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990this waiver is an exchange for considerations consisting of the Separation Benefits, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:to which Executive is not otherwise entitled.

Appears in 2 contracts

Sources: Employment Agreement (Jones Soda Co), Employment Agreement (Jones Soda Co)

General Release. For a valuable considerationIn consideration of the Separation Payments provided to you under the Agreement, you, and each of your heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge the “Releasees” hereunder, consisting of Corphousing Company Group Inc. (the “Company”)and its parent, and its each of their subsidiaries, parentsaffiliates and joint venture partners, affiliates, predecessors, successors, heirs, assigns, agents, and all of their past and present directors, officers, Executivesemployees, consultants, founders, owners, shareholders, representatives, lawyersmembers, attorneys, partners, insurers, benefit plans and agents, and all persons acting byof their predecessors, throughsuccessors and assigns (collectively, under or in concert with them, or any of them, of and the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law suits, controversies, cross-claims, counter-claims, rights, judgments, obligations, compensatory damages, liquidated damages, punitive or in equityexemplary damages, suitsany other damages, demands, accountings, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, claims for costs and attorneys’ fees fees, losses or expenses, liabilities of whatever kind or character in law and in equity and any nature whatsoeverother liabilities, known or unknown, fixed suspected or contingent unsuspected of any nature whatsoever (hereinafter called collectively, “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits Claims under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising from or in any way related to (i) your employment with the Immigration Reform and Control ActCompany Group or the termination of such employment, at any time prior to the Executive Retirement Income Security Act Effective Date and/or the Reaffirmation Date (including the Genetic Information Nondiscrimination Actas applicable), (ii) any agreement entered into as part of your employment with the Company Group with any of the Releasees, and/or (iii) any awards, policies, plans, programs or practices of any of the Releasees that may apply to you or in which you may participate; provided, however, that the release set forth in this Section 9(a) will not apply to the obligations of the Company under the Agreement. The Releasors further agree that the Separation Payments will be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Releasees arising out of your employment with the Company Group and the National Labor Relations Act, termination thereof. This Section 9(a) does not apply to any Claims that the Releasors may have as of the Effective Date arising under the Age Discrimination In in Employment Act (including of 1967, as amended by the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders the applicable rules and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factorpromulgated thereunder (“ADEA”). Notwithstanding the generality Claims arising under ADEA are addressed in Section 9(f) of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Agreement.

Appears in 2 contracts

Sources: Separation Agreement (Amplify Energy Corp), Separation Agreement (Amplify Energy Corp)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunderCarLotz, consisting of Corphousing Group Inc. Inc., a Delaware corporation (the “Company”), and its the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, parentsaffiliates, affiliatesassociates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, Executives, shareholders, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, 42 U.S.C. § 1981; the Consolidated Omnibus Budget Reconciliation Family and Medical Leave Act of 19851993, the Equal Pay Act, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, Sections 503 and 504 of the Rehabilitation Act of 1973as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Immigration Reform and Control Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1990), the Americans With Disabilities Act, 2002; the California Fair Employment and Housing Act (Act, as amended), Calif. Gov’t Code, §12900 Cal. Lab. Code § 12940 et seq., ; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇ Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California law regarding RelocationsFalse Claims Act, Terminations and Mass Layoffs and Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, all as amended; Sections 1981 through 1988 of Title 42 § 2.2-3900, et seq. of the United States Code, California Business and Professions Code § 17200 or any other provisions of Virginia; the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 Virginia Payment of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, § 40.1-29, et seq. of the Florida Equal Pay ActCode of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, Section 725.07et seq. of the Code of Virginia, Florida Statutesother Virginia statutes and regulations); and any federal, state or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis laws of age, race, sex, national origin, religion, disability or other unlawful factorsimilar effect. Notwithstanding the generality of the foregoing, this General Release of Claims (the Claims released “Release”) shall not include (i) operate to release any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims Claims which the undersigned may have for breach of any to (a) payments or benefits under Section 4 of the Equity Agreements; undersigned’s employment agreement with the Company, dated as of ▇▇▇▇▇ ▇▇, ▇▇▇▇ (iii▇) accrued or vested benefits the undersigned may have, if any, as of the date hereof, under any applicable Company employee benefit plan, (c) rights to indemnification arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation of other similar governing document of the Company or its subsidiaries, (d) payments or benefits under any agreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claim or right claims that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any as a matter of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. law. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE LAWS REGARDING RELEASES CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN CALIFORNIA AND HIS OR HER FAVOR AT THE STATE TIME OF EXECUTING THE UNDERSIGNED’S RESIDENCE. RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID LAWSCODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Sources: Employment Agreement (CarLotz, Inc.), Employment Agreement (CarLotz, Inc.)

General Release. (a) For a valuable considerationand in consideration of the grant of the Incentive Units hereunder, the receipt and adequacy of which are Participant hereby acknowledgedreleases, the undersigned does hereby release acquits, and forever discharge discharges the Company and its Affiliates, parents, subsidiaries, partners, joint venturers, owners, and members, and all of their officers, directors, employees, representatives, and agents, and all successors and assigns thereof (each a Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleased Party”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equitysuits, suitsrights, entitlements, costs, losses, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, and expenses (including attorneys’ fees or and legal expenses), of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Participant now has has, had, or may hereafter claim to have had against the ReleaseesCompany or any other Released Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or any of them, by reason of any matter, cause, event which has occurred or thing whatsoever from the beginning of time is alleged to have occurred up to the date hereof. the Participant executes the applicable Grant Agreement. (b) The Claims claims knowingly and voluntarily released herein include, without limiting any Claims but are not limited to, all (i) claims relating in any way arising out of, based upon, or related to the Participant’s employment or termination from employment of with the undersigned by the Releasees, Company or any of themAffiliate, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay whether such claims are now known or other benefits; any claim for monetary or equitable reliefare later discovered, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitationthe Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act42 U.S.C. § 1981, the Americans with Disabilities Act, Sections 503 the Family and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Medical Leave Act, the Immigration Reform Fair Labor Standards Act or other federal or state wage and Control Acthour laws, and the Executive Employee Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)of 1974, and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any contract or infliction of the Equity Agreements; emotional distress, (iii) claims under any claim other federal or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance state law pertaining to employment or employment benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) claims relating to any rights the undersigned may have to be indemnified by acquire Class A Units or Incentive Units or other Membership Interests in the Company or any of its affiliates by operation of law or pursuant options to the organizational agreements of the Company and/or its affiliates; or acquire same, and (v) any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in this Agreement shall be interpreted to release any claims which the undersigned’s right Participant may have for workers compensation benefits. The Participant acknowledges that this Agreement may be pled as a complete defense and shall constitute a full and final bar to any amount owing claim based on any such act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the undersigned pursuant date the Participant executes this Agreement. (c) The Participant acknowledges that the Participant has read and understands this Agreement, that the Participant has been provided a period of twenty-one (21) calendar days to Section 4 consider its terms, and that the Participant has been advised in writing to discuss its terms with an attorney or other advisor before executing it. This Agreement will not become effective and enforceable until seven (7) days after the Participant executes it. The Participant further understands that the Participant may revoke this Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to ▇▇▇▇▇ ▇▇▇, General Counsel. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, the Participant understands and agrees that, if the Participant fails to sign this Agreement on or before the expiration of twenty-one (21) days after the day the Participant received it, or if the Participant revokes the Agreement before the expiration of the Employment revocation period, this Agreement dated as of _______________________shall be canceled and void, 2022and neither party shall have any rights or obligations arising under it, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Participant will not be entitled to receive any payments or benefits under this Agreement not otherwise payable absent this Agreement.

Appears in 2 contracts

Sources: Incentive Units Grant Agreement (GreenSky, Inc.), Incentive Units Grant Agreement (GreenSky, Inc.)

General Release. For a In consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the sufficiency and receipt and adequacy of which are ▇▇▇▇▇ hereby acknowledgedacknowledges, the undersigned does hereby release ▇▇▇▇▇, on behalf of himself and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and for all persons acting by, through, under who may claim by or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themthrough him, including, without limitation, his heirs, legatees, distributees, beneficiaries, trustees, administrators, executors, assigns, and legal representatives, to the maximum extent permitted by law, hereby covenants not to ▇▇▇ and fully and unconditionally releases, waives, and forever discharges the Parent, Sub, TCI, and each of their respective past, present, former, and/or future direct and indirect parents, owners, affiliates, divisions, subsidiaries, related entities, predecessors, and successors (collectively “Company Parties”), and each of the Company Parties’ respective assigns, shareholders, members, managers, directors, officers, employees, attorneys, representatives, and agents (each of the Company Parties and foregoing listed persons or entities being collectively, in their individual and representative capacities, referred to as the “Company Released Parties”), from and with respect to any claim for wagesand all charges, salarycomplaints, commissionsclaims, bonusesrights, incentive paymentscontracts, profit-sharing paymentsagreements and actions, expense reimbursementswhich ▇▇▇▇▇ ever had, leavenow has, vacationor may have against the Company Released Parties, whether known or unknown, arising or which may have arisen at any time up to the date ▇▇▇▇▇ executes this Agreement, including, but not limited to, all claims, demands, suits, causes or rights of action arising out of or in any way connected with ▇▇▇▇▇’▇ employment relationship with the Company or ▇▇▇▇▇’▇ separation pay from employment from the Company; ▇▇▇▇▇’▇ board membership with Parent or other benefitsthe separation of such board membership; any claim for monetary claims, demands, suits, causes or rights of action relating to defamation, breach of contract or public policy, wrongful, retaliatory or constructive discharge, discrimination, attorneys’ fees or damages (including contract, compensatory, punitive, or liquidated damages), equitable relief, including but not limited to attorneys’ feesadditional compensation, costsintentional infliction of emotional distress, disbursementsinvasion of privacy, back pay, front pay, reinstatementnegligence, or expert’s feesany other tort claims; any claim for benefits claims which could arise under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety Family and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitationMedical Leave Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Actas amended, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 19731990, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Actas amended, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:in

Appears in 2 contracts

Sources: Retirement and General Release Agreement, Retirement and General Release Agreement

General Release. (a) For a good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged, the undersigned does ▇▇. ▇▇▇▇▇▇▇▇ for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter, collectively referred to as ("Releasors"), hereby forever release and forever discharge the “Releasees” hereunderVITEX, consisting or any of Corphousing Group Inc. (the “Company”)VITEX's past, and its present or future parent entities, partners, subsidiaries, parents, affiliates, predecessorsdivisions, successorsemployee benefit and/or pension plans or funds, heirssuccessors and assigns and any of its or their past, assigns, agents, present or future directors, officers, Executivesattorneys, shareholdersagents, representativestrustees, lawyersadministrators, insurersemployees, and all persons or assigns (whether acting by, through, under as agents for VITEX or in concert with them, or any of them, of and their individual capacities) (collectively referred to as "Releasees") from any and all manner of action or actionsclaims, cause or demands, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, and liabilities of any nature whatsoeverkind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matteract, causeomission, transaction or thing whatsoever from occurrence which Releasors ever had, now have or hereafter can, shall or may have against Releasees up to and including the beginning Agreement Effective Date, as defined in Paragraph 10(c) below. Without limiting the generality of time the foregoing, Releasors hereby release and discharge Releasees from: (i) any and all claims relating to ▇▇. ▇▇▇▇▇▇▇▇'▇ employment by VITEX, the date hereof. The Claims released herein includeterms and conditions of such employment, without limiting any Claims in any way arising out of, based upon, or the employee benefits related to the his employment or termination and/or his separation from such employment; (ii) any and all claims of employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits discrimination and/or retaliation under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance includingordinance, including without limitation, any and all claims under Title VII of the Civil Rights Act of 19641964 as amended; the Age Discrimination in Employment Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Older Workers Benefit Protection Act, the Americans with Disabilities Act, Sections 503 ; the Family and 504 of the Rehabilitation Medical Leave Act of 1973, 1993; the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Employee Retirement Income Security Act (including Act; the Genetic Information Nondiscrimination Act), New York State Human Rights Law; and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a New York City Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; ; (iii) any claim and all claims for wrongful discharge and/or breach of employment contract (including, but not limited to the Employment Agreement) or right that may not be released by private agreementany claims related to compensation or benefits, including without limitation, any claim claims for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 bonus or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, deferred payments; (iv) any rights the undersigned may have to be indemnified by the Company and all claims for defamation, libel or slander against any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliatesReleasees; or and (v) any and all claims for attorney's fees, costs disbursements and the undersigned’s right like; which Releasors ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of any act, omission, transaction or occurrence up to any amount owing to and including the undersigned pursuant to Section 4 date of the Employment Agreement dated as execution of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 2 contracts

Sources: Separation Agreement (V I Technologies Inc), Separation Agreement (V I Technologies Inc)

General Release. For a valuable considerationIn consideration of, among other things, the receipt Agent’s and adequacy each Lender’s execution and delivery of which are hereby acknowledgedthis Amendment, the undersigned does hereby release Borrower and forever discharge the each other Loan Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, Subsidiaries, Affiliates, successors and assigns (collectively, Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasors”), hereby forever agrees and its subsidiariescovenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, parentsreleases and discharges, affiliatesto the fullest extent permitted by law, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, whether known or unknown, fixed whether arising at law or contingent in equity (hereinafter called collectively, the “Claims”), which the undersigned now has or may hereafter have against the Agent and any Lender in any capacity and their Affiliates, Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (a) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (b) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof, or (c) any aspect of themthe dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof. The receipt by reason the Borrower or any other Loan Party of the proceeds of any matterloans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, causeadoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or thing whatsoever from the beginning of time in part on facts, whether or not now known or unknown, existing on or prior to the date hereofof receipt of any such proceeds or other financial accommodations. The Claims released herein includeIn entering into this Amendment, without limiting the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaim any Claims reliance on any representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way arising out ofon any such representations, based uponacts and/or omissions or the accuracy, completeness or related to validity thereof. The provisions of this Section shall survive the employment or termination from employment of this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seqObligations., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Sources: Credit Agreement (Presto Automation Inc.), Credit Agreement (Presto Automation Inc.)

General Release. For a In consideration of the benefits described in Section 3 and for other good and valuable consideration, the receipt Employee, on behalf of Employee and adequacy of which are hereby acknowledgedEmployee’s representatives, the undersigned does hereby release agents, heirs, executors, administrators, successors and assigns, releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of Corphousing Group Inc. (the “Company”)its parents, its subsidiaries, its affiliates, and its subsidiariesrelated entities, parents, affiliates, and all of their respective predecessors, successors, heirsassigns, assignsrepresentatives, agents, directorscounsel, insurers, shareholders, members, officers, Executives, shareholders, representatives, lawyers, insurersdirectors, and all persons acting byemployees (whether past, through, under or in concert with thempresent, or any future) (all of themthe foregoing collectively, of and from any are referred to as the “Releasees”) from: Any and all manner of action or actionsclaims, cause or complaints, causes of action, demands, damages, and suits that Employee has or may have for any reason whatsoever, in law or in equity, suitsagainst the Releasees arising out of or in connection with any event, debtstransaction, liensor matter occurring or existing on or before the date Employee executes this Agreement, contractswhether based upon statutory claim, agreementscommon law, promisescontract, liabilitytort, claimspublic policy, demandsor other basis, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed direct or contingent (hereinafter called “Claims”)indirect, which the undersigned now has absolute or may hereafter have against the Releaseescontingent, or including without limitation any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way claims arising out of, based upon, under or related to the any federal, state, local, or other law or ordinance concerning civil rights, discrimination, retaliation, labor, employment, or other matter, any claims related to Employee’s employment or termination from of employment of the undersigned by the Releasees, or and any of them, including, without limitation, any claim claims for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costswages, disbursementsbonus(es), back paycompensation, front payother sums of money or payments, reinstatementleave, benefits, or expertany other obligation or liability whatsoever, except for the Company’s fees; promises made in this Agreement. Employee acknowledges that Employee has not requested any claim for benefits under any stock option or other equity-based incentive plan of statutory leave that has not been provided. Further, Employee understands that this is a general release and intends that this release shall discharge the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentionalthe maximum extent permitted by law. For example, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; this release waives any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act, the Equal Pay Act of 19641963, the Civil Rights Act of 1991Americans with Disabilities Act, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Family and Medical Leave Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Employee Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including Washington Law Against Discrimination, Chapter 659A of the Older Workers Benefit Protection Act of 1990)Oregon Revised Status, the Americans Oregon Family Medical Leave Act, and the Oregon Unlawful Discrimination Against Persons With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor CodeLaw, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim similar federal, state, county or right city ordinances. Employee represents that may Employee has not be released by private agreementfiled, including without limitationand agrees not to file, any claim lawsuit or other action seeking monetary or other relief for unemployment insurance benefitsEmployee based on any claims lawfully released in this Agreement. To the maximum extent permitted by law, Employee also waives any and all rights to recover and will not accept, any workers’ compensation claim and any claim monetary or other relief for indemnification under California Labor Code Sections 2800 or 2802, Employee concerning the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claims lawfully released in this Agreement.

Appears in 2 contracts

Sources: Employment Agreement (Laird Superfood, Inc.), Employment Agreement (Laird Superfood, Inc.)

General Release. For a valuable considerationIn consideration of the promises of the Company set forth in the Agreement, the receipt which includes compensation to which I would not otherwise be entitled, I, on behalf of myself, and adequacy of which are my heirs, executors, administrators, successors, assigns, dependents, descendants and attorneys hereby acknowledgedknowingly, the undersigned does hereby release voluntarily, and willingly fully and forever discharge the “Releasees” hereunderrelease, consisting of Corphousing Group Inc. (the “Company”)discharge, and covenant not to ▇▇▇ the Company and its direct and indirect parents, subsidiaries, parents, affiliates, predecessorsand related companies, successorspast and present, heirs, assigns, agents, as well as each of its and their directors, officers, Executivesemployees, shareholdersagents of the foregoing, representatives, lawyersadvisers, trustees, insurers, assigns, successors, and all persons acting byagents, throughpast and present (collectively, under or in concert hereinafter referred to as the "Released Parties"), of, from, and with themrespect to any claim, duty, obligation, or any of them, of and from any and all manner cause of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, relating to any matters of any nature whatsoeverkind, whether presently known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or that any of them may hereafter have against the Releaseespossess arising from any omissions, acts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to facts that have occurred up until and including the date hereof. The of this Release of Claims released herein include, without limiting including: · any Claims in and all claims relating to or arising from my employment relationship with the Company and the termination of either such relationship; · any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim and all claims for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract wrongful discharge of employment; any alleged torts (whether intentionalbreach of contract, negligentboth express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or otherwise)intentional infliction of emotional distress; any alleged legal restrictions on Releasee’s right to terminate the employment of the undersignednegligent or intentional misrepresentation; any claims under federal, state, negligent or local occupational safety and health laws intentional interference with contract or regulations, all as amendedprospective economic advantage; and defamation; · any alleged violation and all claims arising under the Employee Retirement Income Security Act of any federal1974, state or local statute or ordinance including, without limitationthe Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights and Women's Equity Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsas amended, the California Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, Divisions 4, 4.5the Fair Labor Standards Act, and 4.7 of the California National Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Relations Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to discrimination in employment or human rights and the common law; · any and all claims for salary, bonus, severance pay, pension, paid time off pay, life insurance, health or medical insurance, or any other state fringe benefits, other than the payments and local statutes, ordinances, executive orders benefits provided for in the Agreement; · any and all claims arising out of any other laws and regulations governing relating to employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) employment discrimination; and · any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any all claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim attorneys' fees and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:costs.

Appears in 2 contracts

Sources: Employment Agreement, Employment Agreement

General Release. For a valuable considerationa. In consideration of the payments and benefits (less all applicable withholdings) set forth in this Agreement, the receipt Executive, on behalf of himself and adequacy of which are hereby acknowledgedhis agents, the undersigned does hereby release heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharge discharges the Company, Forterra, Forterra US Holdings, LLC, Concrete Holdings, Lone Star Fund IX (U.S.), L.P., ▇▇▇▇▇▇ Advisors, L.P., and each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, attorneys, agents, representatives and employees, and each of their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or his representative, individual or any other capacity (each a “Releasee” and, collectively, the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiariesto the fullest extent permitted by law, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or debts, demands, actions, cause or causes of actionactions, in law or in equityaccounts, suits, debts, lienscovenants, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, omissions, promises, and any and all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, fixed suspected or contingent unsuspected, both in law and equity (hereinafter called collectively, the “Claims”), including but not limited to those which the undersigned Executive ever had, now has has, or may hereafter claim to have against the ReleaseesReleasees by reason of the Executive’s employment with the Company, the cessation thereof, the Award Agreement, the LTIP, or any of them, by reason of any other matter, cause, cause or thing whatsoever relating thereto arising from the beginning of time to the date hereoftime he signs this Agreement (the “General Release”). The Claims released herein include, without limiting General Release shall apply to any Claims in Claim of any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themtype, including, without limitation, any claim for Claims with respect to Executive’s entitlement to any wages, salary, commissions, bonuses, incentive benefits, payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan forms of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersignedcompensation; any claims under federalof wrongful discharge, statebreach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or local occupational safety and health laws or regulations, all as amendedemotional distress; and any alleged violation Claims of any federal, state or local statute or ordinance including, without limitation, type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Age Discrimination in Employment Act of 1866, Section 1981 of U.S. Code Title 42, 1967 (the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act“ADEA”), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990)Act, the Americans With Disabilities Act, the California Fair Employment Family and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq.Medical Leave Act, the California Family Rights Executive Retirement Income Security Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Fair Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsStandards Act, the California Occupational Safety federal Workers’ Adjustment and Health Retraining Notification Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended; and any other federal, and all other state and or local statutes, ordinancesregulations, executive orders ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and regulations governing Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or prohibiting discrimination the termination of his employment, with the Company or retaliation upon any Releasee and to any Claims fraud or fraud in the basis inducement or fraudulent misrepresentation in relation to any such matters. b. Executive intends that this General Release extend to any and all Claims of ageany kind or character related to the Company or any Releasee, raceand Executive, sexon behalf of himself, national originhis agents, religionheirs, disability executors, successors and assigns, therefore expressly waives any and all rights granted by federal or other unlawful factorstate law or regulation that may limit the release of unknown claims. c. Executive represents and warrants that Executive has not filed, and Executive will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Agreement before any federal, state, or local administrative agency or court against any Releasee, concerning any event occurring prior to the signing of this Agreement. Notwithstanding the generality foregoing, nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (“Government Agencies”) or limits Executive’s ability provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on his behalf, or by any other individual. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Furthermore, if Executive makes a confidential disclosure of any trade secret or confidential information of the foregoingCompany to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, Executive will not be held liable under this Agreement, the Claims released Employment Agreement, the Award Agreement, or under any federal or state trade secret law for such a disclosure. Executive also hereby agrees that nothing contained in this Agreement shall not include constitute or be treated as an admission of liability or wrongdoing by any of the Releasees. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Releasees. d. Nothing in this Section 4 shall be deemed to release (i) any claim or Executive’s right to vested Executive welfare or retirement benefitsenforce the terms of this Agreement, (ii) Executive’s rights, if any, to any vested benefits as of Executive's last day of employment with the undersigned’s rights Company under the Stock Option Agreement (as amended from time to timeterms of an employee compensation or benefit plan, the “Equity Agreements”)program or agreement in which Executive is a participant, and any claims the undersigned may have for breach of any of the Equity Agreements; or (iii) any claim or right Claim that may cannot be released by private agreementwaived under applicable law, including without limitation, any claim for unemployment insurance benefits, any rights to workers’ compensation claim or unemployment insurance. e. Executive hereby represents and warrants to the Releasees that Executive is the sole owner of any claim for indemnification under California Labor Code Sections 2800 Claims that Executive may now have or 2802, in the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or past had against any of its affiliates by operation of law the Releasees and that Executive has not assigned, transferred, or pursuant purported to the organizational agreements of the Company and/or its affiliates; assign or (v) the undersigned’s right transfer any such Claim to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:person or entity.

Appears in 2 contracts

Sources: Separation and General Release Agreement (Forterra, Inc.), Separation and General Release Agreement (Forterra, Inc.)

General Release. For a valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (Bank and the Company”), and its each and all of their past, present, and future parent companies, subsidiaries, parentsrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, Executivesemployees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any Employee's execution of themthis Release Agreement, including, without limitation, any claim for wagesor obligation arising from or in any way related to Employee's employment with the Bank or the Company, salarythe termination of that employment, commissionsor an alleged breach of the Employment Agreement. This General Release specifically includes, bonusesbut is not limited to, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary discrimination or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990)Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsCode, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the undersigned may have for breach provisions and protections of any Section 1542 of the Equity Agreements; (iii) any claim or right that may not be released by private agreementCalifornia Civil Code, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSwhich reads:

Appears in 2 contracts

Sources: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

General Release. For a valuable consideration(a) In consideration for the payments to be provided to Executive pursuant to Sections 5(a)(i)(B), 5(a)(i)(C), 5(a)(ii) and 5(a)(iii) of the receipt CIC Continuity Agreement, Executive, for herself and adequacy of which are hereby acknowledgedfor Executive’s heirs, the undersigned does hereby release executors, administrators, trustees, legal representatives and forever discharge the assigns (hereinafter referred to collectively as Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasors”), forever releases and discharges the Company and its past, present and future parent entities, subsidiaries, parentsdivisions, affiliatesaffiliates and related business entities, predecessors, successors, heirs, successors and assigns, agentsassets, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), and any of its or their respective past, present and/or future directors, officers, Executivesfiduciaries, shareholdersagents, representativestrustees, lawyersadministrators, employees, insurers, attorneys and all persons assigns, acting by, through, under on behalf of the Company or in concert connection with themCompany business (collectively, or any of them, of and the “Company Entities”) from any and all manner of action or actionsclaims, cause or demands, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, and liabilities of any nature whatsoeverkind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, fixed or contingent (hereinafter called “Claims”)which Executive ever had, which the undersigned now has have, or may hereafter have against the Releasees, or any of them, the Company Entities by reason of any matteract, causeomission, transaction, practice, plan, policy, procedure, conduct, occurrence, or thing whatsoever from other matter related to Executive’s employment or the beginning of time termination thereof up to and including the date hereof. The Claims released herein includeon which Executive signs this Release. (b) Without limiting the generality of the foregoing, without limiting this Release is intended to and shall release the Company Entities from any Claims in any way and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities arising out of, based upon, or related to the of Executive’s employment or termination and/or Executive’s separation from employment of the undersigned by the Releasees, or any of themthat employment, including, without limitationbut not limited to, any claim for wagesunder: (i) the Age Discrimination in Employment Act, salaryas amended by the Older Workers Benefit Protection Act, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, ii) Title VII of the Civil Rights Act of 1964, 1964 or under the Civil Rights Act of 1991, (iii) the Civil Rights Americans with Disabilities Act; (iv) the Employee Retirement Income Security Act of 18661974 (excluding claims for accrued, Section 1981 vested benefits under any employee benefit or pension plan of U.S. Code Title 42the Company Entities subject to the terms and conditions of such plan and applicable law), (v) the Consolidated Omnibus Budget Reconciliation Act of 1985Family and Medical Leave Act, (vi) 42 USC §§ 1981-86, (vii) the Equal Pay Act, (viii) the Americans with Disabilities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, (ix) Section 922 of the ▇▇▇▇-▇▇▇▇▇ Act, Sections 503 and 504 of (x) the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Federal False Claims Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a New York State Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes Law; (FCRA), any claimsxi) the New York City Administrative Code; (xii) the New York Labor Law; (xiii) the New York Minimum Wage Act; (xiv) the statutory provisions regarding retaliation/actions discrimination under the retaliation section of Florida’s New York Worker’s Compensation statute Law; and (Chapter 440, Florida Statutes), xv) the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay New York City Earned Sick Time Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as all of those statutes may have been amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding Without limiting the generality of the foregoing, this Release is also intended to and shall release the Claims Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities, whether based on federal, state, or local law, statutory or decisional, arising out of Executive’s employment, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, any claims for wrongful or retaliatory discharge, breach of contract (express, implied or otherwise), breach of the covenant of good faith and fair dealing, detrimental reliance, interference with contractual relations or any prospective business advantage, defamation, slander or libel, invasion of privacy, intentional and negligent infliction of emotional distress, false imprisonment, compensatory or punitive damages, any claims for attorneys’ fees, costs, disbursements and/or the like, any claims for wages, bonuses, or other benefits, and any claims for negligence or intentional tort, arising up to and including the date on which Executive signs this Release. (c) Nothing in this Release prevents Executive from providing truthful information to any governmental entity, nor does it interfere with Executive’s right to file a charge with or participate in any investigation or proceeding conducted by the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission or a state or local fair employment practices agency. Nevertheless, Executive acknowledges and agrees that Executive hereby waives any right to seek or to share in any relief, monetary or otherwise, relating to any claim released herein whether such claim was initiated by Executive or not. In addition, nothing in this Release shall impair Executive’s right under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for the information provided to any government authority under such law or regulation. (d) Notwithstanding the foregoing, this Release shall not include release the Company from: (i) any claim obligations under the CIC Continuity Agreement or Executive’s right to vested Executive welfare or retirement benefits, enforce the terms of the CIC Continuity Agreement; (ii) any obligations regarding any rights of Executive as a current or former officer, director or employee of the undersigned’s rights Company or its affiliates to indemnification under the Stock Option Agreement (as amended from time to timeterms of the CIC Continuity Agreement, the “Equity Agreements”), Company’s bylaws or charter or any insurance policy or other agreement under which Executive is entitled to indemnification or directors’ and any claims the undersigned may have for breach of any of the Equity Agreementsofficers’ liability coverage; (iii) any claim claims or right causes of action that may cannot legally be released by private agreementwaived, including without limitationincluding, but not limited to, any claim for unemployment insurance benefitsearned but unpaid wages, any workers’ compensation claim benefits, unemployment benefits, and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, vested 401(k) benefits; (iv) any claims that may arise in the future from events or actions occurring after the date on which Executive signs this Release; and (v) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the undersigned may have to be indemnified by Company or its affiliates. By signing this Release, Executive represents that Executive has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of its affiliates by operation the Company Entities arising out of law or pursuant relating to the organizational agreements any of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:matters set forth in this paragraph.

Appears in 2 contracts

Sources: Change in Control Continuity Agreement (Capri Holdings LTD), Change in Control Continuity Agreement (Capri Holdings LTD)

General Release. For a valuable consideration(a) Employee, the receipt on behalf of himself and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunderLongs Corporation, consisting of Corphousing Group Inc. (the “Company”)Longs California, and its subsidiaries, parents, all of their respective affiliates, predecessors, successors, heirs, assigns, agentsstockholders, directors, officers, Executives, shareholdersemployees, representatives, lawyerssuccessors, insurersassigns, agents and all persons acting by, through, under or in concert with them, or any of them, of and attorneys from any and all manner of action or charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expensesand costs actually incurred), of any nature whatsoeverwhatever kind or nature, known or unknown, fixed suspected or contingent unsuspected, joint or several (hereinafter called “Claims”), which the undersigned now Employee has had or may hereafter claim to have had, against the Releasees, any such persons or any of them, entities by reason of any matter, causeact, omission, cause or thing whatsoever from event whatever that has occurred up to and including the beginning Effective Date other than those obligations set forth in this Agreement. This release and waiver of time to the date hereof. The Claims released herein includespecifically includes, without limiting any limitation: (i) all Claims arising from or relating in any way to any act or failure to act by any employee, officer or director of Longs, (ii) all Claims arising out of, based upon, from or related relating in any way to the employment relationship of Employee with Longs and/or the termination thereof, including any Claims which have been asserted or termination from employment could have been asserted against Longs, and (iii) any and all Claims which might have been asserted by Employee in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the undersigned by the ReleaseesEffective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of themright(s), including, including without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation ) the Age Discrimination in Employment Act of any federal, state or local statute or ordinance including, without limitation1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Employee Retirement Income Security Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act1974, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions federal, state or local statute or law governing employment or the termination of employment, and any Claim in contract or tort. (b) For the purpose of implementing a full and complete release and discharge, Employee expressly acknowledges that this Agreement with the general release set forth in this Section 11 is intended to include in its effect, without limitation, all Claims which Employee does not know or suspect to exist in his favor at the time of execution of this Agreement, and that this Agreement and such general releases contemplate the extinguishment of all such Claims. Employee expressly waives and relinquishes all rights and benefits he may have under Section 1542 of the California unfair trade or business practices lawsCivil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED WHICH IF KNOWN BY LEGAL COUNSEL AND IS FAMILIAR HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:DEBTOR.

Appears in 2 contracts

Sources: Separation Agreement (Longs Drug Stores Corp), Separation Agreement (Longs Drug Stores Corp)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge This General Release Agreement (the “Releasees” hereunderGeneral Release”) is hereby executed and entered into by (the “Executive”) in consideration of the payments and benefits to be made under that certain Change in Control Agreement, consisting of Corphousing Group Inc. dated , (the “Agreement”), between the Executive and Rand Capital Corporation (the “Company”). The Executive, on behalf of himself and his heirs, executors, administrators and assigns, hereby releases and forever discharges the Company and each of its subsidiaries, parentsaffiliates and investees (the “Company Affiliated Group”), affiliatestheir present and former officers, predecessorsdirectors, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, Executives, shareholders, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (hereinafter called the Released Claims”). For avoidance of doubt, which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, and without limiting the broad nature of the Released Claims, this General Release releases the Company Released Parties from any Claims and all claims: (i) arising out of or in any way arising out of, based uponconnected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or related to the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment or termination from employment of the undersigned by the Releasees, or any of them, laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any claim for wagesand all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits and all claims arising under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health civil rights laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Civil Rights Age Discrimination in Employment Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act(“ADEA”), the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990“ADA”), the Americans With Disabilities Act, the California Fair Employment Family and Housing Medical Leave Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes“FMLA”), the Florida Public Sector Whistleblower Act Older Worker Benefit Protection Act, Articles 5, 6, 7, and 19 of the New York Labor Law (Fla. Stat. N.Y. Labor Law §§ 112.3187 et. seq.160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage New York Workers’ Compensation Law, the Florida Equal Pay ActNew York Human Rights Law (N.Y. Executive Law §§ 290 to 301), Section 725.07, Florida Statutes, or Article 23-A of the Florida Constitution, each as amendedNew York State Corrections Law, and all of their respective implementing regulations and/or any other state federal, state, local or foreign law (statutory, regulatory or otherwise) claims under which may be legally waived and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)released, and any and all claims under any whistleblower laws or whistleblower provisions of other laws. The Executive further affirms that as of the undersigned date of this General Release he has been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, and/or benefits to which he may have for breach of be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, and/or benefits are due to him, except as provided in the Change in Control Agreement. The Released Claims do not include any claim: (a) that arises exclusively after the date Executive executes this Agreement; (b) to vested or accrued rights under any of the Equity AgreementsCompany’s employee benefit or compensation plans; (iiic) any claim or right that may cannot be released by private agreementunder law, including without limitation, any claim such as claims for statutory unemployment insurance benefits, any benefits or workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliatesbenefits; or (vd) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 for indemnification as a former officer or director of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Company.

Appears in 2 contracts

Sources: Change in Control Agreement (Rand Capital Corp), Change in Control Agreement (Rand Capital Corp)

General Release. For a valuable considerationIn consideration of the payments and benefits under this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the receipt and adequacy of which are hereby acknowledged, the undersigned Executive does hereby release release, remise, acquit and forever discharge the “Releasees” hereunder, consisting Company and each of Corphousing Group Inc. its Affiliates (the “CompanyCompany Affiliated Group”), and its subsidiariesin their capacity as such, parentstheir present and former officers, affiliatesdirectors, predecessors, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, Executives, shareholders, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”), unsuspected which the undersigned Executive, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any time heretofore had, owned or held, against any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims Company Released Parties in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themcapacity, including, without limitation, any claim and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, commissions, bonuses, bonus or incentive payments, profit-sharing payments(iii) for breach of contract, expense reimbursementswrongful discharge, leaveimpairment of economic opportunity, vacationdefamation, separation pay intentional infliction of emotional harm or other benefits; tort, and (iv) for any claim for monetary or equitable reliefviolation of applicable state and local labor and employment laws (including, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulationswithout limitation, all as amended; laws concerning unlawful and unfair labor and employment practices), any alleged violation and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code 1964 (“Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay ActVII”), the Americans with Disabilities ActAct (“ADA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Medical Leave Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes“ADEA”), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including Law Against Discrimination and any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all claims under any whistleblower laws or whistleblower provisions of other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include laws excepting only: (i) any claim or right to vested rights of the Executive welfare or retirement benefits, under this Agreement; (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; Executive relating to equity awards held by the Executive as of the Termination Date; (iii) any claim or the right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, of the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, Executive to receive COBRA continuation coverage in accordance with applicable law; (iv) claims for benefits under any rights the undersigned may have to be indemnified by the Company health, disability, retirement, life insurance or any of its affiliates by operation of law other similar employee benefit plan or pursuant to the organizational agreements arrangement of the Company and/or its affiliatesAffiliated Group; or and (v) claims for the undersigned’s right to any amount owing reimbursement of unreimbursed business expenses incurred prior to the undersigned Termination Date pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:applicable Company policy.

Appears in 2 contracts

Sources: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)

General Release. For a valuable considerationI, and each of my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge the “Releasees” hereunderSonic Corp., consisting of Corphousing Group Inc. its subsidiaries and affiliates (the “CompanyCompany Group)) and each of their respective officers, and its subsidiariesemployees, parentsdirectors, affiliates, predecessors, successors, heirs, assignsshareholders, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, successors and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for wagesbenefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, salarysubject, commissionsin each case, bonusesto the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay I hereby release all claims relating to or other benefits; arising out of any claim for monetary or equitable reliefaspect of my employment with the Company Group, including but not limited to attorneys’ feesto, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any all claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), 1991 and the National Labor Relations Act, laws amended thereby; the Age Discrimination In in Employment Act (including of 1967; the Older Workers Benefit Protection Act of 1990), ; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, express or implied; any provision of the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 Constitution of the United States Codeor of any particular State; and any other law, California Business and Professions Code § 17200 common or statutory, of the United States, or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including particular State; any claim for wrongful the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and retaliatory termination in violation hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of Section 448.103any legal restrictions on the Company Group’s right to hire and/or terminate its employees, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, including all claims that were asserted and/or that could have been asserted by me and all other state claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and local statutesbenefits described in the Employee’s Employment Agreement dated , ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include 20 (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity AgreementsEmployment Agreement”), shall be in full satisfaction of any and any claims all Claims for payments or benefits, whether express or implied, that the undersigned Releasors may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, against the Company and/or its parents, subsidiaries Group arising out of my employment relationship or affiliate’s bylaws, articles my service as an employee or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements officer of the Company and/or its affiliates; or (v) Group and the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:termination thereof.

Appears in 2 contracts

Sources: Employment Agreement (Sonic Corp), Employment Agreement (Sonic Corp)

General Release. For a valuable considerationAs further inducement to Lender to enter into this Agreement, Loan Parties hereby release Lender as follows: (a) Loan Parties and their heirs, successors and assigns and its heirs, successors and assigns (collectively, the receipt and adequacy of which are “Releasing Parties”) do hereby acknowledgedrelease, the undersigned does hereby release acquit and forever discharge Lender and any other present or future holder of a legal or equitable interest in the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)Loan, and its subsidiaries, their respective parents, affiliates, predecessorssubsidiaries, successorssuccessors in interest, heirstransferees, assigns, agentsofficers, directors, officersemployees, Executivesmanagers, shareholdersattorneys, representativesaccountants, lawyers, insurersagents, and all persons acting byservants, through, under or in concert with them, or any and each of them, in all capacities, including individually (collectively “Lender Parties”) of and from any and all manner claims, demands, obligations, liabilities, indebtedness, breaches of action contract, breaches of duty or actionsany relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, in law or in equity, suits, debts, lienssums of money, accounts, compensation, contracts, agreementscontroversies, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees losses and expenses of every type, kind, nature, description, or expensescharacter, of any nature whatsoever, whether known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which the undersigned now has or may hereafter have against the Releaseesin any way, or any of themhave, by reason of any matter, cause, or thing whatsoever from the beginning of time prior to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, Effective Date whether or not they are connected with or related to the employment Loan Documents, the Combination LOI or termination from employment otherwise (collectively, the “Released Claims”). (b) The agreement of the undersigned by Releasing Parties, as set forth in the Releaseespreceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender. (c) Each Releasing Party acknowledges and agrees that the Released Claims include, among other things, any claims for fraud, promissory fraud, or any other claim arising from any oral or written promises, representations, assurances, agreements, statements or advice (including without limitation any such promises or other statements that are inconsistent with any of themthe provisions of this Agreement or any of the other Loan Documents) made or given or allegedly made or given by any officer, includingemployee, agent, attorney or other representative of any Released Party that are or were false or allegedly false or that were made or allegedly made without limitationintent to perform the same. (d) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have had the opportunity to obtain the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (e) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or suspect to exist in Releasing Party’s favor at the time of executing this Agreement, regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party’s decision to enter into this Agreement. (f) Each Releasing Party warrants and represents that he or it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that he or it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. If any Releasing Party shall have assigned or transferred, or purported to assign or transfer, any Released Claim released by this release, then such Releasing Party shall indemnify the Lender Parties and hold the Lender Parties harmless from and against any loss, cost, claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, or expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to all costs related to the defense of any action, including reasonable attorneys’ fees, costsbased upon, disbursements, back pay, front pay, reinstatementarising out of, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is incurred as a party); any alleged breach result of any express such assigned or implied contract transferred Released Claim. (g) This release is not to be construed and does not constitute an admission of employment; liability on the part of Lender. This release shall constitute an absolute bar to any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation Released Claim of any federalkind, state or local statute or ordinance includingwhether such claim is based on contract, without limitationtort, Title VII of the Civil Rights Act of 1964warranty, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them to the provisions of applicable law setting forth the California unfair trade remedies for the bringing of groundless, frivolous or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 baseless claims or causes of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seqaction., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Sources: Forbearance Agreement and Seventh Amendment to Secured Credit Agreement (Aditxt, Inc.), Forbearance Agreement and Eighth Amendment to Secured Credit Agreement (Aditxt, Inc.)

General Release. For a valuable considerationEffective upon and subject to the occurrence of the Closing, the receipt Company, ASOF and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. Phoenix (the “CompanyReleasing Parties”), each on behalf of itself and its subsidiariessuccessors, parentsassigns, affiliates, predecessorsrepresentatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and irrevocably release, waive and forever discharge: (i) each of the other Releasing Parties and (ii) each of the other Releasing Parties’ respective past and present successors, heirs, assigns, agentsaffiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, officersstockholders, Executivespartners, shareholdersmembers, representativesmanagers, lawyersemployees, insurersattorneys, financial advisors, authorized persons, accountants and all persons acting byagents (the Persons set out in clauses (i)-(ii), through, under or in concert with them, or any of them, of and collectively the “Released Parties”) from any and all manner of action or actionsclaims, cause or obligations, suits, judgments, damages, demands, debts, rights, causes of action, choses in law action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or related in equityany way to: (A) the Existing Unsecured Notes, suits(B) the Existing Unsecured Notes Indenture, debts(C) the Agreement or (D) the Refinancing; in each case whether liquidated or unliquidated, liensfixed or contingent, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees matured or expenses, of any nature whatsoeverunmatured, known or unknown, fixed foreseen or contingent unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (hereinafter called collectively, the ClaimsReleased Matters”); provided, which however, that the undersigned now has foregoing shall not be deemed to release, affect, limit, waive or may hereafter have modify in any manner (1) any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities whatsoever arising under any contract or agreement entered into by a Released Party on or after the Closing Date, including (a) the New Revolving Credit Agreement, (b) the New First Lien Credit Agreement, (c) the New Second Lien Credit Agreement, (d) the New Third Lien Notes Indenture, (e) the Warrant Agreements, (f) the Intercreditor Agreement, (g) the Shareholders’ Agreement, (h) the Note Purchase Agreement, (i) the Designation Certificate, (j) the Management Employment Agreements and (k) all documents related to the foregoing; (2) the rights of such Releasing Party to enforce the Agreement and the Transaction Documents delivered or executed in connection therewith against the Releasees, persons who executed the Agreement or any of themthe Transaction Documents, by reason as applicable (including, for the avoidance of doubt, the right of the Supporting Noteholders and the Company to enforce any matter, cause, or thing whatsoever from indemnification obligations under Section 7.01 of the beginning Agreement and the rights of time the Company and Supporting Noteholders to enforce Section 8.02 of the date hereof. The Claims released herein include, without limiting Agreement); (3) any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may cannot be waived or released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliatesApplicable Law; or (v4) the undersignedany act or omission arising out of any Released Party’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:gross negligence or willful misconduct.

Appears in 2 contracts

Sources: Refinancing Support Agreement (Alion Science & Technology Corp), Refinancing Support Agreement (Alion Science & Technology Corp)

General Release. For a valuable consideration, In consideration of the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge benefits conferred to (the “Releasees” hereunderOptionee”) under the Nonqualified Option Agreement, consisting dated as of Corphousing Group , 20 (the “Agreement”), by and between the Optionee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as defined in the Agreement), the Optionee for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its subsidiaries, parentsaffiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, affiliatescurrent and former, predecessorstrustees, successorsofficers, heirsdirectors, assignspartners, shareholders, agents, directorsemployees, officersconsultants, Executives, shareholders, independent contractors and representatives, lawyers, insurers, and including without limitation all persons acting by, through, under or in concert with them, or any of themthem (collectively, “Releasees”), and each of and them from any and all manner of action or charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expenses, and costs) of any nature whatsoever, known or unknown, fixed whether in law or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way equity and whether arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 law and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), in particular including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation based upon the basis of age, race, color, ethnicity, sex, age [(including the Age Discrimination in Employment Act of 1967)]1, national origin, religion, disability disability, or any other unlawful factor. Notwithstanding criterion or circumstance, relating to the generality Optionee’s service through the date of such Qualifying Termination of Service or termination of such service, which the foregoingOptionee and Releasors had, the Claims released shall not include (i) any claim now have, or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of in the future against each or any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, Releasees from the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements beginning of the Company and/or its affiliates; or world until the date hereof (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:“Execution Date”).

Appears in 2 contracts

Sources: Nonqualified Option Agreement (Banc of California, Inc.), Non Qualified Option Agreement (Banc of California, Inc.)

General Release. For a valuable considerationand in consideration of the severance payments and other benefits provided in Section 6(d) of the Employment Agreement, the receipt and adequacy of which are hereby acknowledgeddated May 17, the undersigned does hereby release and forever discharge 2007 (the “Releasees” hereunderEmployment Agreement”), consisting of Corphousing Group by and between 24/7 Real Media, Inc. (the “Company”)) and myself, and other good and valuable consideration, I, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date hereof, do hereby fully and forever release, remise and discharge the Company, its subsidiariessuccessors and assigns, and the direct and indirect parents, affiliatessubsidiaries and affiliates of the Company, predecessors, successors, heirs, assigns, agentstogether with their respective officers, directors, officers, Executivespartners, shareholders, representativesmembers, lawyersmanagers, insurersemployees and agents (collectively, and all persons acting bythe “Group”), through, under or in concert with them, or any of them, of and from any and all manner of action Claims (as defined below) which I had, may have had, or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the ReleaseesCompany and/or any other member of the Group, for or any of them, by reason of any matter, cause, cause or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includewhatsoever, without limiting including any Claims in any way Claim arising out of, based upon, of or related attributable to the my employment or the termination from of my employment of with the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefCompany, including but not limited to attorneys’ feesClaims of breach of contract, costswrongful termination, disbursementsunjust dismissal, back paydefamation, front pay, reinstatementlibel or slander, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or ordinance includingsexual preference, without limitationother than (i) Claims (as defined below) under this Release; (ii) Claims for amounts due under Section 6(d) of the Employment Agreement; (iii) Claims for indemnification, if any such rights were expressly granted to me, and for directors and officers insurance; and (iv) Claims under the Restricted Stock Plan (as defined in the Employment Agreement) in which I participated while employed by the Company, in accordance with, and subject to, the terms of such plan. This release of Claims includes, but is not limited to, all Claims arising under Title VII of the Civil Rights Act of 1964Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985Family Medical Leave Act, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973New York Human Rights Law, the Worker Adjustment New York City Administrative Code and Retraining Notification Actall other federal, the Immigration Reform state and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), local labor and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices anti-discrimination laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), common law and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersignedother purported restriction on an employer’s right to any amount owing to terminate the undersigned pursuant to Section 4 employment of employees. As used in this Release, the Employment Agreement dated as term “Claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of _______________________action, 2022obligations, by debts, attorneys’ fees, accounts, judgments, losses and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNEDliabilities, BEING AWARE OF SAID LAWSof whatsoever kind or nature, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDERin law, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:equity or otherwise.

Appears in 2 contracts

Sources: Employment Agreement (24/7 Real Media Inc), Employment Agreement (24/7 Real Media Inc)

General Release. For a valuable consideration(a) Subject to the exclusions contained in Section 14 to this Agreement, the receipt Employee, for himself and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, for his affiliates, predecessors, successors, heirs, subrogees, assigns, principals, agents, partners, employees, associates, attorneys, and representatives, voluntarily, knowingly and intentionally releases and discharges the Parent, the Company and their predecessors, successors, parents, subsidiaries, affiliates, and assigns and each of their respective officers, directors, officers, Executivesprincipals, shareholders, representativesagents, lawyersattorneys, insurersboard members, and all persons acting by, through, under or in concert with them, or any of them, of and employees from any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsliabilities, demands, rights, damages, losses, costs, expenses, and attorneys’ fees (including but not limited to any claim of entitlement for attorneys’ fees under any contract, statute, or expensesrule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever every kind and description from the beginning of time through the Effective Date (the “Released Claims”). (b) The Released Claims, except as excluded by Section 14 of this Agreement, include but are not limited to the date hereof. The Claims released herein include, without limiting any Claims in any way arising those which arise out of, relate to, or are based upon: (i) Employee’s employment with the Company or the termination thereof; (ii) statements, acts, or related to the employment or termination from employment of the undersigned omissions by the Releasees, Parties whether in their individual or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefitsrepresentative capacities; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any iii) express or implied contract of employmentagreements between the Parties (except as provided herein) and claims under any severance plan; (iv) any alleged torts (whether intentionalstock or stock option grant, negligentagreement, or otherwise)plan; any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under (v) all federal, state, or local occupational safety and health laws or municipal statutes, ordinances, and regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitationbut not limited to, claims of discrimination based on race, national origin, sex, disability, whistleblower status, public policy, or any other characteristic of Employee under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, Title VII of the Civil Rights Act of 19641964 (as amended), the Civil Rights Employee Retirement Income Security Act of 19911974, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade federal, state, or business practices laws, the California Occupational Safety municipal law prohibiting discrimination or termination for any reason; (vi) state and Health Act, Divisions 4, 4.5, federal common law; and 4.7 of the California Labor Code beginning at § 3200, (vii) any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105)claim which was or could have been raised by Employee, including any claim for wrongful that this Agreement was fraudulently induced. (c) Subject to the exclusions contained in Section 14 to this Agreement, each of the Parent and retaliatory termination in violation of Section 448.103the Company and their respective affiliates, Florida Statutessuccessors, Section 448.08subrogees, Florida Statutesassigns, Florida’s Wage Rate Provisionsagents, Section 448.07officers, Florida Statutesdirectors, employees, associates, attorneys, and representatives (collectively, the Florida Minimum Wage Law“Parent Releasors”), voluntarily, knowingly and intentionally releases and discharges the Florida Equal Pay ActEmployee and his successors, Section 725.07heirs and assigns from any and all claims, Florida Statutesactions, liabilities, demands, rights, damages, costs, expenses, and attorneys’ fees (including but not limited to any claim of entitlement for attorneys’ fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), of every kind and description from the Florida Constitutionbeginning of time through the Effective Date (the “Parent Released Claims”). (d) The Parent Released Claims, each except as amendedexcluded by Section 14 of this Agreement, include but are not limited to those which arise out of, relate to, or are based upon: (i) Employee’s employment with the Company or the termination thereof, including the Employment Agreement; (ii) statements, acts, or omissions by the Parties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties (except as provided herein) and claims under any severance plan; (iv) all federal, state, and all other state and local municipal statutes, ordinances, executive orders and regulations governing employment regulations; and (vi) any claim which was or prohibiting discrimination or retaliation upon the basis of agecould have been raised by Parent and/or Company, race, sex, national origin, religion, disability or other unlawful factorincluding any claim that this Agreement was fraudulently induced. Notwithstanding the generality of the foregoing, nothing herein shall release or affect the Claims released Parent Releasors’ claims concerning any alleged act by Employee concerning intentional misrepresentation, willful misconduct, fraud or embezzlement. (e) Employee shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have continue to be indemnified for actions taken while employed by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements and while acting as a Director of the Parent under Company and/or its affiliates; or (v) Parent’s Articles of Incorporation and/or By-Laws, as applicable, as in effect on the undersignedTermination Date, and Employee shall continue to be covered by Parent’s right to any amount owing to the undersigned pursuant to Section 4 directors and officers liability insurance policy as in effect as of the Employment Agreement dated as of _______________________, 2022, by Termination Date for Employee acts prior to and between through the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Termination Date.

Appears in 2 contracts

Sources: Severance Agreement (Cellular Biomedicine Group, Inc.), Severance Agreement (Cellular Biomedicine Group, Inc.)

General Release. For a valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. anyone else claiming through him (the “CompanyReleasors”), hereby releases and discharges forever Funko, Inc., and its subsidiaries, parents, affiliates, predecessorsand each of their respective past, successorspresent or future parent, heirsaffiliated, assignsrelated, agentsand subsidiary entities and each of their respective past, present or future directors, officers, Executivesemployees, shareholderstrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, lawyerspredecessors, insurerssuccessors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or may hereafter have against tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Releasees, Employee and the Company or any of themthe other Released Parties, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any claims under federalthe Civil Rights Act of 1866, statethe Civil Rights Act of 1871, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Americans With Disabilities Act of 19911990, the Civil Rights Age Discrimination in Employment Act of 1866, Section 1981 of U.S. Code Title 421967 (“ADEA”), the Consolidated Omnibus Budget Reconciliation ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19852002, the Equal Pay ActSecurities Act of 1933, the Americans with Disabilities Securities Exchange Act of 1934 (the “Exchange Act”), Sections 503 and 504 the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Immigration Reform and Control Delaware Persons with Disabilities Employment Protection Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Delaware Whistleblowers’ Protection Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Delaware Wage Payment and Collection Act, the California Delaware Fair Employment and Housing Act (as amended)Practices Act, Calif. Gov’t Code, §12900 et seq.Delaware’s social media law, the California Family Rights Washington Industrial Welfare Act, California law regarding Relocationsthe Washington Minimum Wage Act, Terminations and Mass Layoffs the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the California Labor CodeWashington Leave Law, all as amended; Sections 1981 through 1988 of Title 42 of the United States Codeeach may have been amended from time to time, California Business and Professions Code § 17200 or any other provisions federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of the California unfair trade Releasors now possess or business practices lawshave a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Occupational Safety and Health Act, Divisions 4, 4.5date of execution of this Release, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding without limiting the generality of the foregoing, the Claims released shall not include from all claims, demands and causes of action based upon, relating to, or arising out of: (i) any claim or right to vested Executive welfare or retirement benefits, (iia) the undersignedEmployment Agreement; (b) the Employee’s rights under employment or other relationship with any of the Stock Option Agreement Released Parties or the termination thereof; and (c) the Employee’s status as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach a holder of securities of any of the Equity Agreements; (iii) Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim contracts of employment, whether express or right that may not be released by private agreementimplied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including without limitationbut not limited to wages, any claim for unemployment insurance back pay, front pay, benefits, any workerscompensatory, liquidated or punitive damages and attorneyscompensation claim fees. The Employee acknowledges and any claim for indemnification reaffirms Employee’s obligations under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement with the Company dated as of [_______________________], 2022a signed copy of which is attached hereto as Exhibit A, by including but not limited to Sections 5 and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 2 contracts

Sources: Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.)

General Release. For a valuable considerationEmployee, the receipt on his own behalf, and adequacy on behalf of which are his heirs and assigns, hereby acknowledged, the undersigned does hereby release fully and forever discharge unconditionally releases and discharges the “Releasees” hereunderCompany, consisting all of Corphousing Group Inc. (the “Company”)its past and present parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agentsall past or present officers, directors, officersemployees, Executives, shareholders, representatives, lawyers, insurers, insurers and all persons acting by, through, under or in concert with them, or agents of any of them, (hereinafter referred to collectively as "Releasees"), of and from from, and covenants not to ▇▇▇ or assert against Releasees, for any purpose, all claims, administrative complaints, demands, actions and all manner of action or actions, cause or causes of action, in of every kind and nature whatsoever, whether at law or in equity, suitsarising from or in any way related to my employment by the Company including the termination thereof, debtsbased in whole or in part upon any act or omission concerning on or before the date of this general release, lienswhether negligent or intentional, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees without regard to Employee's present actual knowledge of the act or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)omission, which the undersigned Employee may now has have, or may hereafter have against the Releaseeswhich Employee, or any person acting on his behalf may at any future time have or claim to have, including specifically, but not by way of themlimitation, by reason unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of any mattercontract, causeexpress or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance includinglaws, without limitationsuch as the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act, the Rehabilitation Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act1973, the Americans with Disabilities Act, Sections 503 the Family and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Medical Leave Act, the Immigration Reform and Control Pregnancy Disability Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07and the Colorado Civil Rights Act, Florida Statutesexcepting only retirement benefits described herein, COBRA rights, unemployment compensation and worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the Florida Constitution, each facts and law concerning this general release may be other than as amendedpresently known to Employee, and all other state acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall be governed by and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon construed in accordance with the basis laws of age, race, sex, national origin, religion, disability or other unlawful factorColorado. Notwithstanding In the generality event of the foregoingany dispute under this release, the Claims released prevailing party shall not include (i) any claim or right be entitled to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), recover all costs and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Sources: Retirement, Severance and Termination of Employment Agreement (Pease Oil & Gas Co /Co/)

General Release. For a valuable considerationIn consideration of the Termination Benefits provided to Colabuono by PRG and the promises contained in this Separation Agreement, the receipt Colabuono, for himself and adequacy of which are hereby acknowledgedfor his successors, the undersigned does hereby release and forever discharge the “Releasees” hereunderassigns, consisting of Corphousing Group Inc. (the “Company”)dependents, heirs, legatees, executors, administrators, and personal and legal representatives, hereby forever irrevocably and unconditionally grants to PRG this general release, acquits, remises, and discharges PRG and its present and former officers, directors, stockholders, employees, agents, representatives, attorneys, insurers, corporate affiliates, divisions, subsidiaries, parentsrelated companies and entities, affiliatescontrolling persons, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and assigns (the "Released Parties") from any and all manner of action or actionsclaims, cause or demands, complaints, causes of action, suits, damages, costs, losses, debts, expenses, contracts, charges, controversies, obligations, liabilities, promises, or agreements whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned now Colabuono has had or may hereafter now have against the Releasees, or any of themthe Released Parties arising from or connected with any matter whatsoever, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, including without limitation, his employment with PRG, the termination of that employment or, except for the Termination Benefits or as otherwise specifically provided herein, any claim for wagespost-termination severance, salary, commissionsbonus, bonusesdeferred compensation, incentive paymentsstock options, profit-sharing paymentsstock awards, expense reimbursementsauto allowance, leave, vacation, separation pay fringe benefits or other benefits; employee benefits for which Colabuono was eligible as an employee, officer or director of PRG and any subsidiary or affiliate thereof, but specifically excluding whatever rights Colabuono might have to indemnification or payment of expenses arising under PRG's charter or bylaws or those of any subsidiary or affiliate of PRG (collectively, the "Claims"). Such Claims shall include, but not be limited to, any claims, demands, suits or causes of action (i) in connection with any privacy right, civil rights claim, claim for monetary emotional or equitable reliefmental distress, including but not limited to attorneys’ feesclaims of defamation, costsclaims for personal injury, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim claims for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of contract, and claims for harassment or (ii) pursuant to any express federal or implied contract of employment; any alleged torts (whether intentionalstate securities laws or regulations, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or employment laws, regulations, executive orders, or other requirements, including without limitation those that may relate to sex, race, or other forms of discrimination. In addition, Colabuono releases, remises, waives and discharges each of the Released Parties of and from any claims upon which he may have a right to recover in any lawsuit brought by any other person on Colabuono's behalf or which includes Colabuono in any class. Without limiting the generality of the foregoing, Colabuono hereby acknowledges and covenants that he has knowingly relinquished and forever released any and all rights and remedies which might otherwise be available to him against any of the Released Parties under federal and state employment laws regarding his employment with PRG, including the Age Discrimination in Employment Act of 1967, as amended; and any alleged violation of any federal, state or local statute or ordinance including29 U.S.C. ss. 621, without limitationet seq., Title VII of the Civil Rights Act of 1964, as amended (including amendments made through the Civil Rights Act of 1991), the Civil Rights Act of 186642 U.S.C. ss. 2000e et seq., Section 1981 of U.S. Code Title 4242 U.S.C. ss. 1981, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Actas amended, the Americans with With Disabilities Act, Sections 503 and 504 of as amended, 42 U.S.C. ss. 12101, et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. ss. 701 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. ss. 031 et seq., the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act29 U.S.C. ss. 2101, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Actand Medical Leave Act of 1993, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et29 U.S.C. ss. 2601 et seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Fair Labor Standards Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, 29 U.S.C. ss. 201 et seq., and all other Georgia Code provisions, state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)federal workers' compensation laws, and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim attorneys' fees under federal, state or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:local laws.

Appears in 1 contract

Sources: Separation Agreement (Profit Recovery Group International Inc)

General Release. For a valuable considerationEnvios De Valores La Nacional Corp., its predecessor entities and each of its present and former direct and indirect parents and partners, subsidiaries, divisions, affiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the receipt Securities and adequacy Exchange Act of which are 1934); and their present and former partners, stockholders, officers, directors, employees, accountants, agents and legal representatives; and the predecessors, heirs, executors, administrators, successors and assigns of any of the above persons or entities (“LAN”) hereby acknowledged, the undersigned does hereby fully release and forever discharge Nuevo Financial Center, Inc. its predecessor entities and each of its present and former direct and indirect parents and partners, subsidiaries, divisions, affiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934); and their present and former partners, stockholders, officers, directors, employees, accountants, agents and legal representatives; and the predecessors, heirs, executors, administrators, successors and assigns of any of the above persons or entities (Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyNFC”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suitssuit, debts, liensdamages, contractsremedies, contracts (express or implied), dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, agreements, promises, liabilityjudgments, obligations, grievances, claims, demandscharges, damagescomplaints, lossesand demands whatsoever, costs, attorneys’ fees in law or expenses, of any nature whatsoeverequity, known or unknown, fixed against NFC that LAN may now have or contingent (hereinafter called “Claims”)hereafter can, which the undersigned now has shall or may hereafter have against the Releaseesfor, upon or any of them, by reason of any matter, cause, or thing whatsoever thing, under any federal, state, city, or local laws, rules, regulations or guidelines but based solely upon conduct occurring from the beginning of time the world, up to and including the date hereofof LAN’s delivery of this General Release to NFC. The Claims released herein includeLAN will not institute or be represented in, without limiting any Claims in any way arising out and will not submit or file, or authorize the submission of filing on its behalf of, any lawsuit, claim, charge, complaint or other proceeding against NFC based uponon conduct occurring up to and including the date of NFC’s execution of the Confidential Settlement Agreement, Security Agreement and General Release (the “Agreement”). LAN shall not seek or accept any award or settlement from any such source or proceeding. In the event LAN institutes, is a party to, or related to the employment is a member of a class that institutes, any such action or termination from employment proceeding, its claims shall be dismissed or class membership terminated immediately upon presentation of the undersigned Agreement in full satisfaction of any such claim and LAN shall immediately reimburse NFC for all monies paid by the Releasees, or any of themNFC to obtain such dismissal, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to to, its reasonable attorneys’ fees. Dated: New York, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of ____________________New York December ___, 20222006 ENVIOS DE VALORES LA NACIONAL CORP. By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President THIS CERTIFIES that, by for value received, ENVIOS DE VALORES LA NACIONAL CORP., a New York corporation or its assigns (the "Holder"), shall be entitled to subscribe for and between purchase from NUEVO FINANCIAL CENTER, INC., a Delaware corporation (the undersigned "Corporation"), 1,507,589 shares of common stock, $.001 par value per share of the Corporation (the "Common Stock"), during the “Exercise Period” (as defined in Section 1 hereof), pursuant to the terms and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:subject to the conditions hereof.

Appears in 1 contract

Sources: Settlement Agreement (Nuevo Financial Center, Inc.)

General Release. For a In exchange for good and valuable consideration, the receipt consideration as described in Paragraph 2 (Consideration) of that certain Separation Agreement and adequacy of which are hereby acknowledged, the undersigned does hereby release Release (“Agreement”) entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”) and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. United States Steel Corporation (the “Company”)) to which this Attachment A is attached, ▇▇▇▇▇▇▇▇ on behalf of himself and its subsidiarieshis agents, parentsrepresentatives, affiliates, predecessors, successorsattorneys, heirs, executors, administrators, survivors, trustees, beneficiaries, and assigns (separately and collectively, the “Releasors”), of his own free will and in good faith, completely, irrevocably and unconditionally releases and discharges forever the Company and its successors, assigns, agentsdivisions, subsidiaries, related or affiliated companies, past and present officers, directors, officers, Executives, shareholders, representativesmembers, lawyersemployees, insurersrepresentatives and agents (separately and collectively, and “Releasees”) from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suits, debts, liens, contracts, agreements, promises, liability, claimscharges, demands, damagescosts and expenses for damages which he now has, lossesor may have hereafter, costswhether known or unknown, attorneys’ fees whether asserted or expensesnot, arising out of or on account of his employment relationship with the Company, or his separation from employment with the Company, or any nature other transactions, occurrences, acts or omissions or any loss, damage, or injury whatsoever, known or unknown, fixed suspected or contingent unsuspected, resulting from any act or omission on the part of the Company, committed or omitted as of the date of his execution and delivery of this General Release (hereinafter called the General Release Execution Date”) (collectively, the “Released Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Released Claims released herein include, without limiting do not include any Claims in claims arising from any way arising out of, based upon, acts or related to omissions on the employment or termination from employment part of the undersigned by the Releasees, or any Company arising after his execution of them, including, without limitation, this General Release and do not apply to any claim for wagesenforcement of any terms of the Agreement. The Released Claims include, salarybut are not limited to, commissionsany claims of discrimination on any basis, bonusesincluding age, incentive paymentsrace, profit-sharing paymentscolor, expense reimbursementsnational origin, leavereligion, vacationsex, separation pay gender or other benefits; gender identity, sexual orientation, veteran’s status, whistleblower status, disability or handicap arising under any claim for monetary federal, state, or equitable relieflocal statute, ordinance, order or law, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees Age Discrimination in Employment Act (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all “ADEA”) as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitationapplicable, Title VII of the Civil Rights Act of 1964, the Civil Rights Act as amended, Sections 1981 and 1983 of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 the Uniformed Services Employment and 504 of Reemployment Rights Act, and the Rehabilitation Act of 1973, Employee Retirement Income Security Act; any claims under the Worker Adjustment and Retraining Notification Act, ; the Immigration Reform Family and Control Medical Leave Act, ; the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; any claim that the Company breached any contract or promise express or implied, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions term or condition of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including employment; any claim for wages, benefits, bonus, severance pay or compensation of any kind (except as specifically provided in the Agreement); any torts or any claims for promissory estoppel; any claim of wrongful and retaliatory termination in violation discharge, and/or any other claims under any federal, state or local laws arising out of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing related to his employment or prohibiting discrimination or retaliation upon separation from employment with the basis Company. It is expressly understood and agreed that the foregoing is a general release of ageall claims and rights against the Releasees, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any except those claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, waived as a matter of law or any claims arising from any acts or omissions on the part of the Company arising after his execution of this General Release and do not apply to any claim for unemployment insurance benefits, enforcement of any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements terms of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Agreement.

Appears in 1 contract

Sources: Separation Agreement (United States Steel Corp)

General Release. For a valuable considerationIn consideration for, among other terms, the receipt Severance Pay and adequacy of Benefits and Accelerated Vesting and the opportunity to continue his Service Relationship pursuant to Section 4, to which are hereby acknowledgedthe Executive acknowledges that he would otherwise not be entitled, the undersigned does hereby release Executive irrevocably and unconditionally releases and forever discharge discharges the Company, all of its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, employees, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and ) generally from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesdebts, losses, costs, attorneys’ fees or expenses, damages and liabilities of any nature whatsoeverevery name and nature, known or unknown, fixed or contingent unknown (hereinafter called “Claims”)) that, which as of the undersigned date when the Executive signs this Agreement, he has, ever had, now has claims to have or may hereafter ever claimed to have had against any or all of the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, includingThis release includes, without limitation, the complete waiver and release of all Claims: related to the Executive’s employment by the Company or termination of employment; arising out of or relating to the Employment Agreement, the Prior Agreement or any claim for wagesother agreement between the Executive and any of the Releasees; of breach of express or implied contract; of wrongful termination of employment whether in contract or tort; of violation of public policy; of intentional, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatementreckless, or expert’s feesnegligent infliction of emotional distress; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract covenant of employment, including the covenant of good faith and fair dealing; any alleged torts (of interference with contractual or advantageous relations, whether intentional, negligent, prospective or otherwise)existing; any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigneddeceit or misrepresentation; any claims of discrimination or retaliation under federal, state, federal or local occupational safety and health laws or regulationsmunicipal law, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Age Discrimination in Employment Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Massachusetts Fair Employment Practices Act; of whistleblower retaliation; of fraud; under any other federal, state or local statute, rule, ordinance or regulation; of promissory estoppel or detrimental reliance; for wages, bonuses, incentive compensation, stock, stock options, vacation pay, severance allowances or entitlements, and any other compensation or benefits, either under the Massachusetts Wage Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act or otherwise; of 1990)slander, the Americans With Disabilities Actlibel, the California Fair Employment defamation, disparagement, intentional infliction of emotional distress, personal injury, negligence or other torts; for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, attorneys’ fees, experts’ fees, medical fees or expenses, costs and Housing Act (as amended)disbursements. The Executive understands that this general release of Claims includes, Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200without DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 119911237_2 limitation, any provision and all Claims against the Company in respect of the California Constitution, any provision stock-based awards of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amendedkind, and all other state Claims in his capacity as a Company stockholder arising up to and local statutesthrough the date that the Executive enters into this Agreement. The Executive understands that this general release does not extend to any rights or Claims that may arise out of acts or events that occur after the date on which the Executive signs this Agreement, ordinances, executive orders to Claims that cannot be released as a matter of law or to any rights to any indemnification and regulations governing employment or prohibiting discrimination or retaliation upon defense that the basis of age, race, sex, national origin, religion, disability or other unlawful factorExecutive has with the Company. Notwithstanding This release does not affect the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersignedExecutive’s rights or obligations under this Agreement, nor shall it affect the Stock Option Agreement (as amended Executive’s rights, if any, to unemployment compensation benefits or to workers’ compensation. The Executive agrees not to accept damages of any nature, other equitable or legal remedies for the Executive’s own benefit or attorney’s fees or costs from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) Releasees with respect to any claim or right that may not be Claim released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right this Agreement. The Executive represents that he has not assigned to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, third party and has not filed with any agency or court any Claim released by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Sources: Separation Agreement (Cullinan Oncology, Inc.)

General Release. For a good and valuable consideration, including without limitation the receipt payments and adequacy benefits provided by Section 2 above, Employee, for and on behalf of which are Employee and Employee’s former and current heirs, executors, administrators, agents, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby acknowledgedvoluntarily, the undersigned does hereby release knowingly and willingly releases, acquits and forever discharge discharges the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), Company and its former and current parents, subsidiaries, parentsdivisions, affiliates, predecessors, successorssuccessors and assigns, and each of their former and current agents, employees, officers, directors, shareholders, members, partners, trustees, heirs, assignsjoint venturers, agents, directors, officers, Executives, shareholdersattorneys, representatives, lawyersowners and servants, insurers(collectively, and all persons acting by, through, under or in concert with them, or any of them, of and the “Company Release Parties”) from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, expenses of any kind or nature whatsoeverwhatsoever (collectively, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned whether known or unknown, foreseen or unforeseen, that Employee ever had, now has or may hereafter have against the Releasees, or any of them, by reason of based upon any matter, causefact, cause or thing whatsoever thing, occurring from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themEmployee executes this Agreement, including, without limitation, all Claims regarding Employee’s employment with the Company, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay events that may have occurred during the course of Employee’s employment or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatementthe termination of Employee’s employment, or expert’s fees; any claim for benefits under any stock option other matters or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach Claims of any express kind or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance includingnature. This includes, without limitation, a release of any Claims for unpaid wages, holiday pay, overtime, bonuses or other compensation, breach of contract, wrongful discharge, disability benefits, life, health and medical insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations of public policy, defamation, fraudulent misrepresentation or inducements and severance pay. Employee is also specifically releasing any rights or Claims Employee may have, if any, under common law or the Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42the Rehabilitation Act, the Consolidated Omnibus Budget Reconciliation Act of 1985Family and Medical Leave Act, the Labor Management Relations Act, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Employment Retirement Income Security Act, the Immigration Reform and Control ActFair Labor Standards Act of 1938 (to the extent such claims may be lawfully released), the Executive Retirement Income Security ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (including of 2002, the Genetic Information Nondiscrimination and Non-Discrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute Florida Whistleblower Protection Act (Chapter 440, Florida StatutesFWA), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.)Workers’ Compensation Law’s Retaliation provision, the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida StatutesDiscrimination Law, the Florida Minimum Wage LawAct, the Florida Equal Pay Law, the Florida Omnibus AIDS Act, Section 725.07the Florida Domestic Violence Leave Act, the Florida Discrimination on the Basis of Sickle Cell Trait Law, Florida StatutesOSHA, or the Florida Constitution, each the Florida Fair Housing Act (FHA), Miami-Dade County Code, Chapter 11A, Broward County Human Rights Act, all the above statutes as amendedamended from time to time, and all any other federal, state or local laws, rules, ordinances or regulations, whether equal employment laws, rules or regulations or otherwise or any right under any Company pension, welfare, or stock plans. This release covers both Claims that Employee knows about, and local statutesthose that Employee may not know about. By signing this Agreement, ordinances, executive orders and regulations governing employment Employee is forever giving up Employee’s rights to make the aforementioned Claims or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factordemands. Notwithstanding the generality of the foregoing, the Claims released nothing contained herein shall not include be construed to alter, limit, or release (i) any claim or right to vested Executive welfare indemnification and/or contribution Employee may have pursuant to applicable law, the Company’s governance instruments or retirement benefits, otherwise for acts committed during the scope of Employee’s employment with the Company; (ii) the undersigned’s rights coverage, if any, under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity AgreementsCompany liability insurance policy; (iii) any claim or right under state unemployment and workers’ compensation statutes; (iv) any right Employee may have to a vested benefit under any retirement or welfare plan of the Company; (v) any other claim or right that may not be released by private agreement, including without limitation, ; and (vi) any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements arising from obligations of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee that are expressly set forth in this Agreement.

Appears in 1 contract

Sources: Separation Agreement (ECD Automotive Design, Inc.)

General Release. For In consideration of the obligations the Company in Paragraph 3 above and as a valuable considerationmaterial inducement to the Company to enter into this Agreement, the receipt Executive, on behalf of Executive, Executive’s heirs, estate, executors, administrators, successors and adequacy of which are hereby acknowledgedassigns, the undersigned does hereby release irrevocably and unconditionally release, acquit and forever discharge each of the “Releasees” hereunder, consisting of Corphousing Group Inc. Releasees (the “Company”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and as defined below) from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liensadministrative or agency charges, contractsdues, sums of money, claims, complaints, liabilities, obligations, agreements, promises, liability, claimsdamages, demands, damagesjudgments, costs, losses, costs, attorneys’ expenses and legal fees or expenses, and expenses of any nature whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Executive or Executive’s heirs, estate, executors, administrators, successors and assigns ever had, now has have or hereafter can, shall or may hereafter have against the Releasees, each or any of them, the Releasees by reason of any matter, cause, cause or thing whatsoever from the beginning of time the world to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefthis Agreement, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any and all rights and claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute laws, regulations or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964requirements, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Age Discrimination in Employment Act, the Americans with Disabilities Act, Sections 503 and 504 Title VII of the Rehabilitation Act of 1973Civil Rights Act, the Worker Family and Medical Leave Act, the Workers Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a New York State Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay ActNew York City Civil Rights law, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, laws of the State of New York and all other state localities therein and local statutesall rights and claims relating to defamation, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon (on the basis of agesex, race, sexcolor, national origin, religion, age, disability or otherwise), workers’ compensation, fraud, misrepresentation, breach of contract, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, negligence, wrongful termination, wrongful employment practices or any and all other unlawful factor. Notwithstanding the generality claims relating to Executive’s employment with, or separation of the foregoingemployment from, the Claims released shall not include (i) Company, any claim and all other rights and claims arising under any federal, state or right to vested Executive welfare local law, statute, regulation or retirement benefitscase law, (ii) the undersigned’s any and all rights and claims under the Stock Option Agreement (employment agreement dated September 11, 2002, as amended from time to timeby the letter agreement dated June 16, 2004 (collectively, the “Equity AgreementsEmployment Agreement”), and any claims prior employment agreement (including but not limited to the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreementagreement dated December 31, including without limitation2001), any claim for unemployment insurance benefitsoffer letters and, except as provided in the next paragraph, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 all rights and claims to options or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by other equity interests in the Company or any of its Affiliates. As used in this Agreement, the term “Releasees” is a collective reference to the Company and its present, former and future stockholders, subsidiaries, Affiliates, successors, assigns and employee benefit plans, and each of their respective directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. As used in this Agreement, the term “Affiliates” is a reference to all affiliates by operation of law or the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. Notwithstanding anything in this Paragraph 3 to the contrary, nothing in this Paragraph 3 shall be deemed to be a release of (i) Executive’s vested rights, if any, under the Company’s 401(k) plan, (ii) Executive’s rights under this Agreement, (iii) Executive’s rights under the Existing Option Agreements and the Stock Bonus Agreement, each as modified in accordance with Paragraph 2 hereof (and in the case of the Stock Bonus Agreement, as modified in accordance with Paragraph 3 hereof), (iv) Executive’s rights under the Indemnity Agreement between Executive and the Company dated March 4, 2002 and any rights to indemnification under any applicable law, the Company’s certificate of incorporation and bylaws and any rights to coverage under any directors’ and officers’ liability policies, and (v) Executive’s rights to shares of Company common stock acquired at any time (a) upon exercise of options under the Existing Option Agreements, (b) pursuant to the organizational agreements of Stock Bonus Agreement, (c) pursuant to the Company and/or its affiliates; stock bonus agreement dated ▇▇▇▇▇ ▇, ▇▇▇▇, (▇) in the open market or (ve) under the undersignedCompany’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:401(k) plan.

Appears in 1 contract

Sources: Separation Agreement (Monster Worldwide Inc)

General Release. For a valuable consideration(a) In consideration of the covenants, agreements and undertakings of the Company under this Agreement, effective upon the Effective Date, the receipt and adequacy Investor, on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), itself and its subsidiariespresent and former, direct and indirect, parents, subsidiaries, affiliates, predecessors, successorsemployees, heirsofficers, assignsdirectors, shareholders, managers, members, agents, directorsrepresentatives, successors and assigns (collectively, “Releasors”), hereby releases, waives and forever discharges the Company and its present and former, direct and indirect, parents, subsidiaries, affiliates, predecessors, employees, officers, Executivesdirectors, shareholders, managers, members, agents, representatives, lawyerssuccessors and assigns (collectively, insurers, and all persons acting by, through, under or in concert with them, or any of them, “Releasees”) of and from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, liabilityvariances, claims, demandstrespasses, damages, lossesjudgments, costsextents, attorneys’ fees or expensesexecutions, claims and demands, of any every kind and nature whatsoever, whether now known or unknown, fixed foreseen or contingent unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (hereinafter called collectively, “Claims”), which the undersigned any of such Releasors ever had, now has have or hereafter can, shall or may hereafter have against the Releasees, or any of themsuch Releasees for, upon or by reason of any matter, cause, cause or thing whatsoever from the beginning of time through the Effective Date, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement (the “Released Claims”, and such release, waiver and discharge, the “Release”). Notwithstanding anything else in this Agreement to the date hereofcontrary, by executing this Agreement the Investor shall not be deemed to have waived compliance with any provision of Securities Exchange Act of 1934 or of any rule or regulation thereunder, or of any rule of a self-regulatory organization. (b) The Investor acknowledges and agrees that the Investor may hereafter discover facts different from or in addition to those now known, or believed to be true, regarding the subject matter of this Agreement, and that such different or additional facts may give rise to claims currently unknown, unanticipated and unsuspected, and further acknowledges and agrees that this Agreement shall remain in full force and effect, notwithstanding the existence of any different or additional facts. Furthermore, the Investor acknowledges and agrees that the Release constitutes a waiver and release of any rights or benefits that the law may provide, and that this Agreement is entered into knowingly and voluntarily, without duress or undue influence, in consideration for the promises, obligations and rights set forth in this Agreement. The Claims released herein includeInvestor fully understands that if any facts regarding the subject matter underlying this Agreement are found hereafter to be other than, without limiting or different from, any Claims fact now believed to be true, the Investor accepts and assumes the risk of such possible difference(s) in fact. Without conceding the applicability thereof, the Investor agrees that it is familiar with Section 1542 of the Civil Code of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Accordingly, the Investor waives and relinquishes every right or benefit bestowed or potentially bestowed by Section 1542 above or any similar statute, rule or regulation in any way arising out ofstate or jurisdiction, based uponwith respect to this Agreement. (c) The Investor acknowledges and intends that this Agreement shall be effective as a bar to each and every one of the Released Claims. The Investor expressly consents that this Agreement shall be given full force and effect according to each and all of its terms and provisions, including those relating to unknown and unsuspected claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated claims), if any, as well as those relating to any other Released Claims. The Investor acknowledges and agrees that this waiver is an essential and material term of this Agreement and that without such waiver the Company would not have agreed to consummate the transactions contemplated by this Agreement. The Investor further agrees that in the event she, he or it, or related to the employment or termination from employment any other Releasor, should assert any Released Claim seeking damages against any of the undersigned by the Releasees, this Agreement shall serve as a complete defense to any such Claim. The Investor agrees that neither this Agreement, nor the furnishing of the consideration for this Agreement, shall be deemed or construed at any time to be an admission by any Releasee or any Releasor of themany improper or unlawful conduct. The Investor also agrees that if she, includinghe or it, without limitationor any other Releasor, violates this Agreement by asserting any claim for wagesReleased Claims against any Releasee, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation the Investor will pay or other benefits; any claim for monetary or equitable reliefall costs and expenses of defending against the suit incurred by such Releasee, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Sources: General Release Agreement (Foxo Technologies Inc.)

General Release. For a valuable considerationIn consideration of the payments and benefits under this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the receipt and adequacy of which are hereby acknowledged, the undersigned Executive does hereby release release, remise, acquit and forever discharge the “Releasees” hereunder, consisting Company and each of Corphousing Group Inc. its Affiliates (the “CompanyCompany Affiliated Group”), and its subsidiariesin their capacity as such, parentstheir present and former officers, affiliatesdirectors, predecessors, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, Executives, shareholders, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”), unsuspected which the undersigned Executive, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any time heretofore had, owned or held, against any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims Company Released Parties in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themcapacity, including, without limitation, any claim and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, commissions, bonuses, bonus or incentive payments, profit-sharing payments(iii) for breach of contract, expense reimbursementswrongful discharge, leaveimpairment of economic opportunity, vacationdefamation, separation pay intentional infliction of emotional harm or other benefits; tort, and (iv) for any claim for monetary or equitable reliefviolation of applicable state and local labor and employment laws (including, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulationswithout limitation, all as amended; laws concerning unlawful and unfair labor and employment practices), any alleged violation and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”) (regarding existing but not prospective claims), the Civil Rights Act of 1991, the Civil Rights Fair Labor Standards Act of 1866, Section 1981 of U.S. Code Title 42(“FLSA”), the Consolidated Omnibus Budget Reconciliation Worker Adjustment and Retraining Notification (“WARN”) Act, the National Labor Relations Act of 1985(“NLRA”), the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Medical Leave Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990“ADEA”), the Americans With Disabilities as amended, The Fair Labor Standards Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human 1992, the Florida Law Against Discrimination, the Uniform Services Employment and Reemployment Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes“USERRA”), the Florida Public Sector Whistleblower Genetic Information Nondiscrimination Act (Fla. Stat. § 112.3187 et. seq.“▇▇▇▇”), the Florida Private Sector Whistleblower Immigration Reform and Control Act (Fla. Stat. § 448.101-.105“IRCA”), including any claim for wrongful and retaliatory termination in violation of Section 448.103Florida Whistleblower Protection Act, Florida Statutes, Section 448.08Workers' Compensation Law Retaliation provision, Florida StatutesWage Discrimination Law, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage LawAct, the Florida Equal Pay Law, Florida AIDS Act, Section 725.07Florida Discrimination on the Basis of Sickle Cell Trait Law, Florida StatutesOSHA, or the Florida Constitution, each as amendedthe Florida Fair Housing Act, all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released and any and all claims under any whistleblower laws or whistleblower provisions of other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include laws excepting only: (i) any claim or right to vested rights of the Executive welfare or retirement benefits, under this Agreement; (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; Executive relating to equity awards held by the Executive as of the Termination Date; (iii) any claim or the right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, of the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, Executive to receive COBRA continuation coverage in accordance with applicable law; (iv) claims for benefits under any rights the undersigned may have to be indemnified by the Company health, disability, retirement, life insurance or any of its affiliates by operation of law other similar employee benefit plan or pursuant to the organizational agreements arrangement of the Company and/or its affiliatesAffiliated Group; or and (v) claims for the undersigned’s reimbursement of unreimbursed business expenses incurred prior to the Termination Date pursuant to applicable Company policy. Excluded from this Agreement are any claims which cannot be waived by law, including but not limited to the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or similar state or local agency. However, the Executive is waiving his right to any amount owing to monetary recovery should the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:EEOC or any other agency pursue any claim on his behalf.

Appears in 1 contract

Sources: Separation Agreement (St Joe Co)

General Release. For a Executive acknowledges that the benefits described in this Agreement will constitute full settlement of all of his rights under the Agreement and the Employment Agreement. IN CONSIDERATION of the benefits set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, and assigns, hereby releases and discharges Vishay Americas, the undersigned does hereby release Company and forever discharge each of their respective past, present and future subsidiaries, divisions, affiliates and parents, and their respective current and former officers, directors, employees, agents, shareholders, employee benefit plans (and the “Releasees” hereunderadministrator(s) and fiduciaries of such plans), consisting attorneys, and/or owners, and their respective successors, and assigns, and any other person or entity claimed to be jointly or severally liable with Vishay Americas, the Company or any of Corphousing Group Inc. the aforementioned persons or entities (the “CompanyReleased Parties), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and ) from any and all manner of action or actions, cause or actions and causes of action, in law or in equity, suits, debts, liensdues, accounts, bonds, covenants, contracts, agreements, promisesjudgments, liabilitycharges, claims, demands, damages, lossesattorney’s fees, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and demands whatsoever (hereinafter called “Claims”)) which Executive and Executive’s heirs, which the undersigned now has executors, administrators, and assigns have, had, or may hereafter have against the Releasees, Released Parties or any of them, them arising out of or by reason of any cause, matter, cause, or thing whatsoever from the beginning of time the world to the date hereofhereof (the “General Release”). The Claims released herein covered by this General Release include, without limiting any but are not limited to, all Claims in any way relating to or arising out of, based upon, or related to the of Executive’s employment or termination from employment of the undersigned by the ReleaseesCompany. The Claims covered by this General Release also include, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but are not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits and all Claims arising under any stock option or other equityemployment-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws statute, rule, or regulationsregulation, all as amended; and any alleged violation of any federal, state or local statute anti-discrimination law, or ordinance includingany principle of tort, without limitationcontract law or common law, including but not limited to, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Civil Rights Age Discrimination in Employment Act of 19911967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985Older Workers Benefit Protection Act, the Equal Pay ActAct of 1963, as amended, § 29 U.S.C. 206(d); the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 19731990, as amended, 42 U.S.C. §§ 12101 et seq., 42 U.S.C. § 1981, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990)1988, the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, 29 U.S.C. §12900 §2101 et seq., the California Family Rights ActEmployee Retirement Income Security Act of 1974, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code 29 U.S.C. §§ 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. 1001 et seq., Florida Statutes (FCRA)the Genetic Information Nondiscrimination Act of 2008, any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes)42 U.S.C. §§ 200ff et seq., the Florida Public Sector Whistleblower Act (Fla. Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the Connecticut Fair Employment Practices Act, CT Gen. Stat. § 112.3187 et. 46a-51 et seq.), the Florida Private Sector Connecticut Whistleblower Act (Fla. Law, CT Gen. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes31-51m, the Florida Minimum Wage Connecticut Free Speech Law, the Florida Equal Pay ActCT Gen. Stat. § 31-51q, Section 725.07and any other federal, Florida Statutesstate, or local statute; provided, however, that Executive does not release or discharge the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality Released Parties from any of the foregoing, the Claims released shall not include Company Group’s obligations to Executive under or pursuant to (i) any claim or right to vested Executive welfare or retirement benefitsSections 2, 3 and 5 of this Agreement, (ii) Vishay Americas’ employee welfare benefit plans and employee benefit pension plans (other than severance benefit plans) applicable to Executive, subject to the undersigned’s rights terms and conditions of those plans, or (iii) claims for indemnification under the Stock Option Agreement (by-laws or policies of insurance of Vishay Americas or the Company. It is understood that nothing in this General Release is to be construed as amended from time an admission on behalf of the Released Parties of any wrongdoing with respect to timeExecutive, any such wrongdoing being expressly denied. If a Claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceedings based on such a claim in which a Released Party is a party. Executive represents and warrants that Executive fully understands the terms of this General Release, that Executive has been and hereby is encouraged to seek, and has sought, the “Equity Agreements”)benefit of advice of legal counsel, and that Executive knowingly and voluntarily, of Executive’s own free will, without any claims the undersigned may have for breach of duress, being fully informed, and after due deliberation, accepts its terms and signs below as Executive’s own free act. Executive further represents and warrants that Executive has not filed, and will not file or initiate, or cause to be filed or initiated on Executive’s behalf, any lawsuit against any of the Equity Agreements; (iii) Released Parties before any claim federal, state, or right that may local agency, court, or other body asserting any Claims barred or released in this General Release, and will not be released by private agreementvoluntarily participate in such a proceeding. If Executive breaches this promise, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have action is found to be indemnified barred in whole or in part by this General Release, Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the Company applicable Released Party in defending against those Claims that are found to be barred by this General Release. Notwithstanding the foregoing, nothing in this General Release shall preclude or any prevent Executive from filing a lawsuit which challenges the validity of its affiliates by operation of law this General Release. Nothing in this General Release shall preclude or prevent Executive from filing a charge with the United States Equal Employment Opportunity Commission, Securities Exchange Commission, Occupational Health & Safety Administration or a similar state or local agency or pursuant to an applicable whistleblower statute. Executive may take twenty-one (21) days to consider whether to execute the organizational agreements Agreement containing this General Release. Upon Executive’s execution of the Company and/or its affiliates; or Agreement, Executive will have seven (v7) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 days after such execution during which Executive may revoke such execution. In order for a revocation of the Employment Agreement dated as to be effective, written notice of _______________________such revocation must be received by Vishay Americas within the aforementioned seven (7) day period. If seven (7) days pass without receipt of such notice of revocation, 2022this Agreement, by including the General Release contained herein, shall become binding and between effective. Executive understands that the undersigned benefits provided under this Agreement are conditioned on this General Release and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:the Subsequent Release becoming binding and effective.

Appears in 1 contract

Sources: Transition Agreement (Vishay Intertechnology Inc)

General Release. For a valuable consideration(a) In consideration for Employer's payments set forth above in Paragraphs 2 and 3 and Employer's agreements in Paragraph 4, and for GE Capital executing and performing the receipt and adequacy of which are hereby acknowledgedtransactions contemplated by the Stock Purchase Agreement, the undersigned does hereby Employee agrees, intending to be legally bound, to release and forever discharge the “Releasees” hereunderHoldings, consisting DFGI and each of Corphousing Group Inc. (the “Company”)their past, present and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agentsfuture officers, directors, officersattorneys, Executivesemployees, partners, shareholders, representatives, lawyers, insurersowners and agents, and all persons acting bytheir respective successors and assigns (collectively, through"Employer Releasees"), under or in concert with themjointly and severally, or any of them, of and from any and all manner of action or actions, cause or complaints, charges, causes of action, in law lawsuits or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, claims of any nature whatsoeverkind (collectively "Claims"), known or unknown, fixed which Employee, his heirs, agents, successors or contingent (hereinafter called “Claims”)assigns ever had, which the undersigned now has have or hereafter may hereafter have have, against the Releasees, or any of them, by reason Employer Releasees arising out of any matter, cause, occurrence or thing whatsoever from the beginning of time event existing or occurring prior to the date execution hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, : any claim claims relating to or arising out of Employee's employment with and/or the termination of employment with Employer; any claims for unpaid or withheld wages, salaryseverance, commissionsbenefits, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or commissions and/or other benefitscompensation of any kind; any claim claims for monetary or equitable relief, including but not limited to attorneys' fees, costs, disbursements, back pay, front pay, reinstatement, costs or expert’s feesexpenses; any claim for benefits claims arising under any stock option or other equity-based incentive plan the Employee Retirement Income Security Act of the Releasees 1974, as amended (or any related agreement to which any Releasee is a party"ERISA"); any alleged breach claims of any express discrimination and/or harassment based on age, sex, race, religion, color, creed, disability, handicap, citizenship, national origin, ancestry, sexual preference or implied contract of employment; any alleged torts (whether intentional, negligentorientation, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federalother factor prohibited by Federal, state or local statute or ordinance law (including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Actas amended, the Americans with Disabilities Act, Sections 503 and 504 the Commonwealth of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Pennsylvania's Human Relations Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 any claims for reemployment or reinstatement; any claims for retaliation and/or any whistleblower claims; and/or any other provisions statutory or common law claims, now existing or hereinafter recognized, including, but not limited to, breach of contract, libel, slander, fraud, infliction of emotional distress, wrongful discharge, breach of covenant of good faith and fair dealing, promissory estoppel, equitable estoppel and misrepresentation. The general release granted by Employee pursuant to this Paragraph 5(a) shall be referred to herein as the California unfair trade or business practices laws"General Release." (b) Holdings and DFGI hereby release Employee, the California Occupational Safety his heirs and Health Actassigns (collectively, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, "Employee Releasees") from any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutesClaims, ordinancesknown or unknown, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach arising out of any matter, occurrence or event existing or occurring prior to the execution hereof, in connection with Employee's service as a director, officer or employee of the Equity Agreements; (iii) any claim or right that may not be released by private agreementHoldings, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company DFGI or any of its affiliates their respective subsidiaries, other than claims arising from the gross negligence, acts in bad faith or willful misconduct of Employee. The release granted by operation of law or Holdings and DFGI pursuant to this paragraph 5(b) shall be referred to herein as the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:"Limited Release."

Appears in 1 contract

Sources: Termination Agreement (Dollar Financial Group Inc)

General Release. For a valuable considerationIn exchange for the consideration to be made by the Company to you as set forth in Paragraph 4 above, and the promises contained in this Agreement, to which you would not otherwise be entitled, you voluntarily and of your own free will, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the receipt “Employee Parties”), hereby generally and adequacy of which are hereby acknowledgedcompletely release, the undersigned does hereby release acquit and forever discharge the “Releasees” hereunderCompany, consisting of Corphousing Group Inc. (the “Company”)its parents and subsidiaries, and its subsidiariesand their present or former officers, parentsdirectors, affiliatesmanagers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, insurers and all persons acting by, through, under or in concert with them, or any of them, affiliates (the “Company Parties”) of and from any and all manner of action or claims, liabilities, demands, contentions, actions, cause or causes of action, in law or in equitysuits, suitscosts, expenses, attorneys’ fees, damages, indemnities, debts, liensjudgments, contractslevies, agreementsexecutions and obligations of every kind and nature, promisesin law, liabilityequity, claimsor otherwise, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed suspected and unsuspected, disclosed and undisclosed, arising out of or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to agreements, events, acts or conduct at any time prior to and including the employment or termination from employment execution date of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefthis Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to attorneys’ feessalary, costsbonuses, disbursementscommissions, back stock, stock options, or any other ownership interests in the Company, vacation pay, front fringe benefits, expense reimbursements, severance pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement other form of compensation; claims pursuant to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute law, statute, or ordinance includingcause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, without limitationbut are not limited to, any and all Claims that any of the Company Parties: • has allegedly violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has allegedly violated the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, as amended; the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 4229 U.S.C. § 1981, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of et seq.; the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act29 U.S.C. § 701, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., ; the California Family Civil Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amendedAct of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, California Business as amended; the Equal Pay Act; the Americans With Disabilities Act of 1990 as amended; the Genetic Information Nondiscrimination Act; the Family and Professions Code Medical Leave Act; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 17200 1001, et seq. (“ERISA”) (except for any vested benefits under any tax qualified benefit plan); the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any other provisions of federal or state law regarding whistleblower retaliation; the California unfair trade or business practices laws▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; the National Labor Relations Act; the Immigration Reform Control Act, as amended; the California Occupational Safety and Health Act, Divisions 4as amended; the Massachusetts Law Against Discrimination, 4.5▇.▇. ▇. 151B; the Massachusetts Wage Payment Statute, ▇.▇. ▇. 149, §§ 148, 148A, 148B, 148C, 149, 150, 150A-150C, 151, 152, 152A, et seq.; the Massachusetts Wage and 4.7 of Hour laws, ▇.▇. ▇. 151§1A et seq.; the California Labor Code beginning at Massachusetts Privacy Statute, ▇.▇. ▇. 214, § 32001B; the Massachusetts Sexual Harassment Statute, any provision of ▇.▇. ▇. 214 § 1C; the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Massachusetts Civil Rights Act of 1992 (f/k/a Human Act, ▇.▇. ▇. 12, § 11H; the Massachusetts Equal Rights Act of 1977)Act, Section 760.01 et▇.▇. seq.▇. 93, Florida Statutes (FCRA), any claims/actions under § 102; the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Massachusetts Parental Leave Law, the Florida Equal Pay Act▇.▇. ▇. 149, Section 725.07§ 105D; other federal or state law, Florida Statutesregulation, ordinance, or the Florida Constitutionany, each as amendedpublic policy, and all other state and local statutestort or common law (including but not limited to Claims for retaliatory discharge; negligent hiring, ordinancesretention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel); or any allegation for costs, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of agefees, race, sex, national origin, religion, disability or other unlawful factorexpenses including attorneys’ fees incurred in these matters. Notwithstanding the generality of the foregoing, the other than events expressly contemplated by this Agreement, you do not waive or release rights or Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may arise from events that occur after the date this waiver is executed. Also excluded from this Agreement are any Claims which cannot be released waived by private agreementlaw, including including, without limitation, any claim for unemployment insurance benefits, any rights you may have under applicable workers’ compensation claim and unemployment laws. Moreover, nothing in this general release or elsewhere in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any claim for indemnification under California Labor Code Sections 2800 investigation, hearing, or 2802other proceeding before the U.S. Equal Employment Opportunity Commission, the Company and/or its parentsNational Labor Relations Board or a similar agency enforcing federal, subsidiaries state or affiliate’s bylawslocal anti-discrimination laws. However, articles to the maximum extent permitted by law, you agree that if such an administrative claim is made to such an anti-discrimination agency, you shall not be entitled to recover any individual monetary relief or insurance policiesother individual remedies. In addition, nothing in this Agreement, including but not limited to the release of claims nor the confidentiality and non-disparagement clauses, prohibits you from: (iv1) reporting possible violations of federal law or regulations, including any rights possible securities laws violations, to any governmental agency or entity, including but not limited to the undersigned may have to be indemnified by U.S. Department of Justice, the Company U.S. Securities and Exchange Commission, the U.S. Congress, or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:agency Inspector General;

Appears in 1 contract

Sources: Separation Agreement (Flexion Therapeutics Inc)

General Release. For a valuable consideration(a) In consideration of, among other things, the receipt Lender’s execution and adequacy delivery of which are hereby acknowledgedthis Amendment, the undersigned does hereby release Borrower and forever discharge the “Releasees” hereundereach other Credit Party, consisting on behalf of Corphousing Group Inc. itself and on behalf of its agents, representatives, officers, directors, advisors, employees, affiliates, Subsidiaries, successors, assigns, legal representatives and financial advisors (the “CompanyReleasing Parties”), hereby jointly and severally releases, acquits and forever discharges (collectively, the “Releases”) the Lender and its subsidiaries, parents, affiliates, predecessorsofficers, successorsdirectors, heirs, assignsemployees, agents, directorsattorneys, officersfinancial advisors, Executivessuccessors and assigns, shareholdersboth present and former (collectively, representativesthe “Lender’s Affiliates” and together with the Lender, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and the “Releasees”) from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demandscontroversies, damages, lossesjudgments, costsexecutions, attorneys’ fees or expenses, of any nature claims and demands whatsoever, known asserted or unknownunasserted, fixed in contract, tort, law or contingent (hereinafter called “Claims”), equity which the undersigned now any Releasing Party has or may hereafter have against the Releasees, or any of them, Lender and/or the Lender’s Affiliates by reason of any matteraction, causefailure to act, matter or thing whatsoever arising from the beginning of time or based on facts occurring in each case prior to the date hereof. The Claims released herein include, without limiting any Claims of this Amendment in any way arising out of, based upon, or related to the employment or termination from employment respect of the undersigned by Credit Agreement and the Releaseesother Fundamental Documents, including but not limited to, any claim or any defense that relates to, in whole or in part, directly or indirectly, (i) the making or administration of themthe Loan, including, without limitation, any claim for wagessuch claims and defenses based on fraud, salarymistake, commissionsduress, bonusesusury or misrepresentation, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefitsbased on so-called “lender liability theories”, (ii) any covenants, agreements, duties or obligations set forth in the undersigned’s rights under the Stock Option Credit Agreement (as amended from time to timeor any other Fundamental Documents or this Amendment, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim actions or omissions of the Lender and/or any of the Lender’s Affiliates in connections with the initiation or continuing exercise of any right that may not be released by private agreement, including without limitation, or remedy contained in the Credit Agreement or any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 other Fundamental Documents or 2802, the Company and/or its parents, subsidiaries at law or affiliate’s bylaws, articles or insurance policiesin equity, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or lost profits, (v) loss of business opportunity, (vi) increased financing costs, (vii) increased legal or other administrative fees or (viii) damages to business reputation (collectively, the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 “Claims”). (b) In entering into this Amendment, each of the Employment Agreement dated as Borrower and the other Credit Parties party hereto consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of _______________________the Releasees and each hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, 2022acts and/or omissions or the accuracy, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:completeness or validity hereof.

Appears in 1 contract

Sources: Second Lien Credit, Security and Pledge Agreement (Hollywood Media Corp)

General Release. For a valuable consideration, Reference is hereby made to the receipt Separation Agreement And General Release by and adequacy of which are hereby acknowledged, the undersigned does hereby release between ▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”) and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. CANTEL MEDICAL CORP. (the “Company”) (the “Agreement”). Capitalized terms used but not defined herein are used herein as defined in the Agreement. ▇▇▇▇▇ is signing this General Release (referred to in the Agreement as the “Additional General Release”) on or within four (4) days after the Separation Date in accordance with the terms and conditions of the Agreement. ▇▇▇▇▇ acknowledges and agrees that for and in consideration of the Severance Benefits provided for in the Agreement and the other promises and valuable consideration set forth in the Agreement, ▇▇▇▇▇, for himself and for his heirs, executors, administrators, trustees, legal representatives, successors and assigns (collectively referred to for purposes of this General Release as the “▇▇▇▇▇ Releasors”), hereby forever releases and its discharges Cantel and any and all of Cantel’s past, present and future parent entities, subsidiaries, parentsdivisions, affiliatesaffiliates or related business entities, predecessorsassets, successorsemployee benefit and/or pension plans or funds, heirs, successors and assigns, agentsand any and all of their and Cantel’s past, present and future owners, directors, officers, Executives, shareholders, representatives, lawyersmembers, insurers, employees, attorneys, fiduciaries, agents, trustees, predecessors, successors and all persons acting byassigns (collectively, throughthe “Company Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, and liabilities of any nature whatsoever, known or unknown, fixed or contingent kind whatsoever (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or upon any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary legal or equitable relieftheory, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-whether based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute constitution, statute, ordinance, regulation, common law, court decision or ordinance includingotherwise), without limitationwhether known or unknown, Title VII asserted or unasserted, which any of the Civil Rights Act of 1964▇▇▇▇▇ Releasors ever had, the Civil Rights Act of 1991now have, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 or hereafter may have against any of the Rehabilitation Act Company Releasees by reason of 1973any actual or alleged act, omission, transaction, practice, policy, conduct, occurrence and/or other matter from the Worker Adjustment beginning of the world up to and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or date that ▇▇▇▇▇ signs this General Release. Without in any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding way limiting the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) ▇▇▇▇▇ Releasors so release and discharge the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreementCompany Releasees from, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSbut not limited to:

Appears in 1 contract

Sources: Separation Agreement (Cantel Medical Corp)

General Release. For a. Each Member, on behalf of himself, herself or itself and each of his, her or its past, present and future Affiliates, firms, corporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and assigns (each, a valuable consideration“Releasing Party” and, collectively, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasing Parties”), hereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Company, its subsidiariesformer, parentspresent and future Affiliates, affiliatesparent and subsidiary companies, joint ventures, predecessors, successorssuccessors and assigns (including Parent, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurersthe Surviving Company and their respective Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively the “Released Parties”), of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityLegal Proceedings, suitsEncumbrances, debts, liens, contracts, agreementsContracts, promises, liabilityor Losses (whether for compensatory, claimsspecial, demandsincidental or punitive Losses, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Legal Requirement or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the ReleaseesReleased Parties, or any of them, includingand which are based on acts, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay events or other benefits; any claim for monetary or equitable relief, omissions occurring up to and including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees Effective Time (or any related agreement to which any Releasee is a partythe “Released Claims”); any alleged breach of any express provided, however, that the foregoing release shall not release, impair or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)diminish, and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released term “Released Claims” shall not include include, in any respect any rights of: (i) any claim or right to vested Executive welfare or retirement benefits, the Members under this Agreement; (ii) the undersignedMembers under the CVR Agreement; or (iii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Company Charter Documents (or any directors’ and officers’ liability insurance policy maintained by the Company in respect of the same) if any Releasing Party is made a party to a Legal Proceeding as a result of such Releasing Party’s status as an officer, manager, director or employee of the Company with respect to any act, omission, event or transaction occurring on or before the Effective Time. b. Without limiting the generality of Section 6.6(a), with respect to the Released Claims, each Member, on behalf of himself, herself or itself and each Releasing Party, hereby expressly waives all rights under Section 1542 of the Stock Option Agreement California Civil Code and any similar Legal Requirement or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Section 1542 of the California Civil Code reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Notwithstanding the provisions of Section 1542 of the California Civil Code or any similar Legal Requirement or common law principle in any applicable jurisdiction, and for the purpose of implementing a full and complete release and discharge of the Released Parties, each Member, on behalf of himself, herself or itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to include in its effect all claims which any Member or any Releasing Party does not know or suspect to exist in his, her or its favor against any of the Released Parties (as amended from time to time, the “Equity Agreements”including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). c. Each Member, on behalf of himself, herself or itself and each Releasing Party, acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Member, on behalf of himself, herself or itself and each Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any claims and all Released Claims without regard to the undersigned may have for breach subsequent discovery of existence of such different or additional facts. d. Each Member, on behalf of himself, herself or itself and each Releasing Party, represents, warrants, covenants and agrees that such Releasing Party has not assigned or transferred and will not assign or transfer any Released Claim or possible Released Claim against any Released Party. Each Member, on behalf of himself, herself or itself and each Releasing Party, agrees to indemnify and hold the Released Parties harmless from any Losses or costs arising as a result of any such assignment or transfer by such Member. e. Each Member, on behalf of the Equity Agreements; (iii) himself, herself or itself and each Releasing Party, covenants and agrees not to, and agrees to cause his, her or its respective Affiliates not to, whether in his, her or its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any claim third party in asserting, commencing, instituting or right that may not be released by private agreement, including without limitationjoining in, any claim for unemployment insurance benefitsLegal Proceeding of any kind whatsoever, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 in law or 2802equity, in each case against the Company and/or its parentsReleased Parties, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right them, with respect to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Released Claims.

Appears in 1 contract

Sources: Merger Agreement (Ligand Pharmaceuticals Inc)

General Release. For a valuable considerationIn consideration of the payments and benefits to be made under the Change in Control Severance Agreement, dated as of , 20 , to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the “Releasees” hereunderCorporation, consisting the Employer and the parents, subsidiaries and affiliates of Corphousing Group Inc. each of them (collectively, the “CompanyCorporation Affiliated Group”), their present and its subsidiariesformer officers, parentsdirectors, affiliates, predecessors, successors, heirs, assignsexecutives, agents, directors, officers, Executives, shareholders, representativesattorneys, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Corporation Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Corporation Released Party (hereinafter called an ClaimsAction) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Corporation Affiliated Group (or the predecessors thereof), which including (i) the undersigned now has or may hereafter have against the Releasees, or any termination of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims such service in any way arising out ofsuch capacity, based upon(ii) for severance or vacation benefits, unpaid wages, salary or related to the incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment or termination from employment of the undersigned by the Releasees, or any of them, laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any claim for wagesand all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code 1964 (“Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay ActVII”), the Americans with Disabilities ActAct (“ADA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Act, the Executive Retirement Income Security Medical Leave Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990“ADEA”), the Americans With Disabilities Act, the California Fair Employment and Housing Act excepting only: (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 a) rights of the United States Code, California Business Executive under this Waiver and Professions Code § 17200 or any other provisions Release of Claims and under the Agreement; (b) rights of the California unfair trade or business practices laws, Executive relating to equity awards held by the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 Executive as of the California Labor Code beginning at § 3200, any provision Executive’s date of termination; (c) the right of the California Constitution, any provision of Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the California Labor Code that Executive may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include have (i) any claim or right to vested Executive welfare or retirement benefitsunder applicable corporate law, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach by-laws or certificate of incorporation of any of the Equity Agreements; Corporation Released Party or (iii) as an insured under any claim director’s and officer’s liability insurance policy now or right that may not be released by private agreementpreviously in force; (e) claims (i) for benefits under any health, including without limitationdisability, any claim retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Corporation Affiliated Group and (ii) for unemployment insurance benefits, any workers’ compensation claim and any claim earned but unused vacation pay through the date of termination in accordance with applicable policy of the Corporation Affiliated Group; and (f) claims for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights reimbursement of unreimbursed business expenses incurred prior to the undersigned may have to be indemnified by the Company or any date of its affiliates by operation of law or termination pursuant to the organizational agreements applicable policy of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Corporation Affiliated Group.

Appears in 1 contract

Sources: Change in Control Severance Agreement (Community Health Systems Inc)

General Release. For a valuable considerationExcept as to such rights or claims as may be created by this Agreement, the receipt and adequacy of which are hereby acknowledgedexcept as otherwise provided herein, the undersigned does Employee and Employee’s respective heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the Company and its current and former officers, directors, shareholders, employees, representatives, attorneys, agents, members, trustees, administrators, owners, partners, insurers, fiduciaries, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in interest, jointly and severally (referred to collectively hereafter as the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, liabilities, suits, causes of action, in law or in equitycharges, suitscomplaints, debtsobligations, lienscosts, contracts, agreements, promises, liability, claims, demandslosses, damages, lossesinjuries, costspenalties, interest, attorneys’ fees or expensesfees, and other legal responsibilities, of any nature form whatsoever, whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called referred to collectively hereafter as “Claim” or “Claims”), which the undersigned now Employee has at any time owned or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time held up to and including the date hereof. The Claims released herein includeEmployee signs this Agreement, including during the Revocation Period (as defined below), including, and without limiting the generality of the foregoing, any and all Claims in any way arising out of, based uponconnected with, or related to relating to: (1) Employee’s employment with the employment Company or termination from employment the conclusion of that employment; (2) any act or omission by or on the part of any of the undersigned by the Releasees; (3) any alleged violation of California Labor Code, applicable California Wage Order, Fair Labor Standards Act, or the Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (4) any of themClaim arising under the Labor Code Private Attorneys General Act (PAGA), includingLabor Code §§ 2699, without limitationet seq.; (5) any federal, any claim for state or local law regulating compensation, salaries, wages, salarymeal periods, rest periods, itemized wage statements, pay stubs or payroll records, hours, bonuses, commissions, bonusesovertime, incentive paymentsbenefits, profit-sharing paymentsmonies, expense reimbursementspay, leaveallowances, vacationbenefits, separation sick pay, severance pay, retention pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ feespaid leave benefits, costs, disbursements, back vacation pay, front paypenalties, reinstatement, interest or expert’s feesdamages; (6) any claim Claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute law or ordinance includingregulation prohibiting discrimination, without limitationharassment or retaliation of any kind; (7) breach of any express or implied employment contract or agreement, Title VII wrongful discharge, breach of the Civil Rights Act implied covenant of 1964good faith and fair dealing, the Civil Rights Act intentional or negligent infliction of 1991emotional distress, the Civil Rights Act of 1866fraud, Section 1981 of U.S. Code Title 42misrepresentation, the Consolidated Omnibus Budget Reconciliation Act of 1985defamation, the Equal Pay Acttrespass, the Americans conversion, interference with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)prospective economic advantage, and invasion of privacy; (8) that certain Participation Agreement, executed May 24, 2023 by and between WM Tech and Employee (the National Labor Relations Act“Participation Agreement”); (9) the Offer of Employment dated November 2, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 2022 or any established and/or existing company or executive bonus programs and (10) any Claim for attorneys’ fees, costs or expenses. The foregoing general release does not apply to any Claim that cannot be released as a matter of law as well as those obligations set forth in that certain Indemnification Agreement, dated April 26, 2023, by and between WM Tech and Employee. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other provisions proceeding before any federal, state, or local government agency. Employee agrees that the release provided by this Agreement applies to any Claims brought by any person or agency on behalf of the California unfair trade Employee or business practices lawsany class action, the California Occupational Safety and Health Actrepresentative action or collective action pursuant to which Employee may have any right or benefit. Employee agrees not to participate in any class action, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code representative action or collective action that may lawfully be released, the Florida Civil Rights Act include or encompass any of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall by this Agreement. With respect to any Claims released by this Agreement, Employee further agrees not include (i) to accept any claim recovery or right to vested Executive welfare benefit that may be obtained on Employee’s behalf by any other person or retirement benefitsagency or in any class action, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)representative action or collective action, and does hereby assign any such recovery or benefit to the Company. In addition, Employee agrees that in the event Employee receives any notice from any claims the undersigned may have for breach of administrator, attorney, law firm or other person purporting to represent Employee or any of the Equity Agreements; (iii) class or group which includes Employee, and such notice references any claim lawsuit or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by threatened lawsuit against the Company or any of its affiliates the Releasees that encompasses any of the Claims released by operation this Agreement, Employee will promptly notify such claims administrator, attorney, law firm, or other person that Employee does not wish to participate in and specifically “opts out” of law any class action, representative action or collective action against the Company or any of the Releasees. Finally, by signing this Agreement, Employee acknowledges and agrees that with respect to any Claims released by this Agreement, Employee is not an “aggrieved employee,” as that term is defined by PAGA. Notwithstanding anything to the contrary herein, the foregoing release shall not cover, and Employee does not release, any rights of Employee under this Agreement or the RSU Award Grant Notice, dated as of December 1, 2022 (the “RSU Award Agreement”), between Employee and WM Tech, or any rights of Employee as an RSU holder of WM Tech under the 2021 Equity Incentive Plan as may be amended, restated, supplemented, or otherwise modified from time to time of WM Holding, dated as of June 16, 2021 (the “Plan”). Employee acknowledges and agrees that one hundred seven thousand five hundred twenty-six (107,526) of the RSUs granted under the RSU Award Agreement have vested as of the Separation Date and Employee owns the shares of WM Tech Class A Common Stock issued upon settlement of those vested RSUs (subject to sell-to-cover transactions and any other transactions initiated by the Employee), all of which are retained by Employee following the Separation Date pursuant and subject to the RSU Award Agreement and the Plan, and that Employee forfeits all RSUs granted to Employee under the RSU Award Agreement and which are unvested as of the Separation Date pursuant to the organizational agreements terms of the Company and/or its affiliates; or (v) RSU Award Agreement and the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Plan.

Appears in 1 contract

Sources: Separation and Release Agreement (Wm Technology, Inc.)

General Release. For a valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (Bank and the Company”), and its each and all of their past, present, and future parent companies, subsidiaries, parentsrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, Executivesemployees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any Employee's execution of themthis Release Agreement, including, without limitation, any claim for wagesor obligation arising from or in any way related to Employee's employment with the Bank or the Company, salarythe termination of that employment, commissionsor an alleged breach of the Employment Agreement. BN 70487409v1 ​ This General Release specifically includes, bonusesbut is not limited to, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary discrimination or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In in Employment Act (including the Older Workers Benefit Protection Act of 1990)Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices lawsCode, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the undersigned may have for breach provisions and protections of any Section 1542 of the Equity Agreements; (iii) California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or right that may not be released reinstatement asserted on Employee’s behalf by private agreementany other person or entity, including including, without limitation, any claim for unemployment insurance benefitsgovernment agency, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, Employee expressly waives the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee.

Appears in 1 contract

Sources: Employment Agreement (Heritage Commerce Corp)

General Release. For a valuable consideration(a) The Executive, with the receipt intention of binding himself, his agents, attorneys, heirs, executors, administrators and adequacy of which are hereby acknowledgedassigns, the undersigned does hereby release irrevocably and unconditionally release, acquit, remise and forever discharge the “Releasees” hereunderCompany, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, and other direct or indirect affiliates, predecessorsas well as each of their respective stockholders, partners, heirs, executors, administrators, agents, employees, officers, directors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, assigns and all persons acting by, through, under or in concert with them, or any of themattorneys, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, lienssums of money, costs, interests, attorneys’ fees, liabilities, contracts, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, liabilityvariances, trespasses, damages, judgments, executions, charges, claims, counterclaims and demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known in law or unknownin equity or otherwise, fixed or contingent (hereinafter called “Claims”), which that the undersigned Executive now has or may hereafter have against the Releaseeshave, whether mature, direct, derivative, subrogated, personal, assigned, both known and unknown, foreseen or any of themunforeseen, by reason of any mattercontingent or actual, causeliquidated or unliquidated, or thing whatsoever arising from the beginning of time to the world until the date hereof. The Claims released herein includethat the Executive signs this Agreement, without limiting including, but not limited to, any Claims claims arising in any way arising out ofof his hiring by the Company, based uponhis employment with the Company, or related his separation from the Company. The Executive hereby expressly waives the benefits of any statute or rule of law which, if applied to the employment or termination this General Release, would otherwise exclude from employment of the undersigned its binding effect any claims not now known by the ReleaseesExecutive to exist. The foregoing release of claims by the Executive includes, or any of them, including, without limitationbut is not limited to, any claim and all claims for wagesdamages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costsor costs under the Age Discrimination in Employment Act (“ADEA”), disbursements29 U.S.C. § 621 et seq., back paythe Americans with Disabilities Act (“ADA”), front pay42 U.S.C. § 12101 et seq., reinstatementthe Civil Rights Act of 1991, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of 42 U.S.C. § 1981a et seq., the Releasees Employee Retirement Income Security Act (or any related agreement to which any Releasee is a party“ERISA”); any alleged breach of any express or implied contract of employment; any alleged torts , 29 U.S.C. § 1001 et seq., the Fair Labor Standards Act (whether intentional“FLSA”), negligent29 U.S.C. § 201 et seq., or otherwisethe Family and Medical Leave Act (“FMLA”); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 42 U.S.C. § 2000e et seq., the California Family Rights ActS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States CodeConstitution, California Business and Professions Code § 17200 the Constitution of the State of New York, or of any other provisions of the California unfair trade state or business practices lawscountry, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a New York Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay New York City Civil Rights Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutessimilar federal, ordinancesstate, executive orders and regulations governing employment or municipal statutes or ordinances prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right pertaining to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)employment, and any claims contract, tort, or common law theories with respect to the undersigned Executive’s hiring by the Company, the terms and conditions of his employment with the Company, and his separation from the Company. (b) The Company and the Executive acknowledge and agree that the General Release set forth in subsection 7(a) above does not in any way affect the rights of either party to take whatever steps may have for be necessary to enforce the terms of this Agreement or the Equity Agreement or to obtain appropriate relief in the event of any breach of any the terms of the Equity such Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Sources: Separation Agreement (Town Sports International Holdings Inc)

General Release. For a valuable considerationIn consideration of and in return for the promises and covenants undertaken in this Agreement, which are of greater value than Executive would normally be entitled upon resignation, except as noted below, Executive on behalf of himself, his heirs, executors, administrators, attorneys, agents, representatives and assigns, does hereby release, absolve and discharge the Company and its predecessors, parents, subsidiaries, and any affiliates, and the respective officers, directors, trustees, owners, shareholders, employees, insurers, benefit plans, attorneys, agents, and representatives, past and present, (collectively referred to as the “Released Parties”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation or PTO payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state or federal law, equity or otherwise, whether presently known or unknown to Executive (collectively, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyClaims”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under which Executive now owns or in concert with themholds or has at any time owned or held as against the Released Parties, or any of them, including specifically but not exclusively and without limiting the generality of and from the foregoing, any and all manner Claims known or unknown, suspected or unsuspected: (1) arising out of action Executive’s employment with the Company, Executive’s Employment Agreement, resignation of Executive’s positions as described in Section 1, or actions, cause the cessation of Executive’s employment and/or other service with Company or causes (2) arising out of action, in law or in equityany way connected with any claim, suitsloss, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees damage or expenses, of any nature injury whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which resulting from any act or omission by or on the undersigned now has part of the Released Parties committed or may hereafter have against omitted on or before the Releaseesdate this Agreement is executed by Executive. For the avoidance of doubt, or this Release does not prohibit Executive from bringing any of them, by reason claims based on the future conduct of any matter, cause, or thing whatsoever from Released Party after the beginning Effective Date of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seqthis Agreement., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Sources: Separation and General Release Agreement (Nicholas Financial Inc)

General Release. For a valuable consideration(a) Except with respect to Executive’s rights under this Agreement, including, but not limited to the receipt rights under Section 7 hereof, Executive and adequacy of which are hereby acknowledgedExecutive’s representatives, the undersigned does hereby successors and assigns release and forever discharge the Company and its successors, assigns, subsidiaries, affiliates, directors, officers, executives, employees, attorneys, agents and trustees or administrators of any Company plan from any and all claims, demands, debts, damages, injuries, actions or rights of action of any nature whatsoever (collectively Releasees” hereunderExecutive’s Claims”), consisting whether known or unknown, which Executive had, now has or may have (provided, however, that Executive’s Claims accruing after the Separation Date shall not be released hereby) against the Company, its successors, assigns, subsidiaries, affiliates, directors, officers, executives, attorneys, agents and trustees or administrators of Corphousing Group Inc. any Company plan, including, without limitation, Executive’s Claims relating to or arising out of Executive’s employment with the Company, or for compensation for such employment, including any claims for compensation under the Company’s Deferred Compensation Plan or for severance under any severance plan or practice maintained by the Company (the “CompanyGeneral Release”). Executive represents that Executive has not filed any action, and complaint, charge, grievance or arbitration against the Company or any of its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agentssubsidiaries, affiliates, directors, officers, Executives, shareholdersattorneys, agents and trustees or administrators of any Company plan. (b) Executive covenants that neither Executive, nor any of Executive’s respective heirs, representatives, lawyerssuccessors or assigns, insurerswill commence, and all persons acting by, through, under prosecute or in concert with them, cause to be commenced or prosecuted against the Company or any of themits successors, assigns, subsidiaries, affiliates, directors, officers, executives, attorneys, agents and trustees or administrators of and from any and all manner of Company plan any action or actionsother proceeding based upon any claims, cause or demands, causes of action, obligations, damages or liabilities which are to be released by this General Release, nor will Executive seek to challenge the validity of this General Release, except that this covenant not to ▇▇▇ does not affect Executive’s future right to enforce appropriately in law or a court of competent jurisdiction the applicable terms of the Agreement. (c) By releasing the claims described in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”this Section 18(c), which the undersigned now has or may hereafter have against the Releasees, or Executive does not waive any claims that cannot be waived as a matter of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relieflaw, including but not limited without limitation any claims filed with the Equal Employment Opportunity Commission, the U.S. Department of Labor or claims under the Age Discrimination in Employment Act that arise after the Effective Date of this Agreement. (d) Executive acknowledges that (i) Executive has been advised to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, consult with an attorney before executing this Agreement and that Executive has been advised by an attorney or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releaseehas knowingly waived Executive’s right to terminate do so, (ii) Executive has been offered a period of at least twenty-one (21) days to consider the employment release of claims included in this Agreement, such period commencing on May 20, 2010, the undersigned; any date this Agreement was delivered to Executive, (iii) Executive has a period of seven (7) days from the date he executes this Agreement within which to revoke it and that this Agreement will not become effective or enforceable until the expiration of this seven (7) day revocation period, (iv) Executive fully understands the terms and contents of this Agreement and freely, voluntarily, knowingly and without coercion enters into this Agreement, and (v) the waiver or release by Executive of rights or claims Executive may have under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Executive Separation Income Security Act of 19911974, the Civil Rights Age Discrimination in Employment Act of 1866, Section 1981 of U.S. Code Title 421967, the Consolidated Omnibus Budget Reconciliation Act of 1985Older Workers Benefit Protection Act, the Equal Pay Fair Labor Standards Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973Act, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or ) and/or any other provisions of the California unfair trade local, state or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, federal law dealing with employment or the Florida Constitutiontermination thereof is knowing and voluntary and, each as amendedaccordingly, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released that it shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for be a breach of this Agreement to institute any action or to recover any damages that would be in conflict with or contrary to this acknowledgment or the releases Executive has granted hereunder. Executive understands and agrees that the Company’s acknowledgment of the Equity Agreements; (iii) this Agreement, payment of money and other benefits to Executive and Executive’s signing of this Agreement, does not in any claim or right way indicate that may not be released by private agreement, including without limitation, Executive has any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by viable claims against the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of that the Company and/or its affiliates; or (v) the undersigned’s right to admits any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:liability whatsoever.

Appears in 1 contract

Sources: Separation Agreement (DEX ONE Corp)

General Release. For a valuable considerationIn consideration of the payments and benefits set forth in Section 5 of your Separation Agreement dated September 30, the receipt and adequacy of which are hereby acknowledged2005 among you, the undersigned does hereby release and forever discharge the Flag Acquisition Corporation (Releasees” hereunderFlag”), consisting of Corphousing Group Metals USA, Inc. (the “Company”) and Flag Holdings Corporation (“Flag Holdings”), you, for yourself and its subsidiariesfor your children, heirs, administrators, representatives, executors, successors and assigns, voluntarily, knowingly and willingly release and forever give up any and all claims and rights which you have, may have or hereafter may have against Flag, the Company, Flag Holdings and Apollo Management V, L.P., and each of the forgoing entities’ respective owners, parents, subsidiaries, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officers, Executives, shareholders, representatives, lawyers, insurers, employees and agents and all persons acting byof their predecessors, throughsuccessors and assigns (collectively, under or in concert with themthe “Releasees”) from September 30, or any 2005 through the date of themthe execution of this Release, of and from including, but not limited to, any and all manner of action or charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expenses, and costs) of any nature whatsoever, whether known or unknown, fixed whether in law or contingent equity (hereinafter called collectively, “Claims”), which the undersigned now has or may hereafter have against the Releaseesincluding, or any of thembut not limited to, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in related to your employment with the Company and the conclusion thereof, any way Claims arising out of, based upon, of or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitationTransaction Agreements (as that term is defined in your Separation Agreement), any claim for wagesClaims based on wrongful termination, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-Claims based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any on contract whether express or implied contract of employment; any alleged torts (whether intentionalimplied, negligentwritten or oral, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any Claims arising under the United States and/or State Constitutions, federal and/or common law, and/or rights arising out of alleged violation violations of any federal, state or local statute other government statutes, regulations or ordinance ordinances including, without limitation, the National Labor Relations Act, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Texas Anti-Discrimination Law, Texas Labor Code, §21.001, et seq., the Delaware Discrimination in Employment Act, Title 19 of the Delaware Code, the Americans with Disabilities Act, the Civil Rights Act of 19641866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 Family and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Medical Leave Act, the Immigration Reform Fair Labor Standards Act and Control Act, the Executive Employees Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code1974, all as amended; Sections 1981 through 1988 . This release specifically includes, but is not limited to, the right to the payment of Title 42 of the United States Codewages, California Business and Professions Code § 17200 vacation, pension benefits, stock, incentive or any other provisions of employee benefits (except your vested benefit under the California unfair trade or business practices lawsMetals USA, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977Inc. 401(k) Plan), Section 760.01 et. seq.or any other rights arising under federal, Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, state or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or laws prohibiting discrimination or retaliation upon and/or harassment on the basis of agerace, racecolor, religion, creed, sex, national origin, religionancestry, disability age, mental or other unlawful factor. Notwithstanding the generality of the foregoingphysical disability, the Claims released shall not include (i) any claim pregnancy, alienage or right to vested Executive welfare or retirement benefitscitizenship status, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to timegenetic information, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company marital status or any of its affiliates other basis prohibited by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:law.

Appears in 1 contract

Sources: Separation Agreement (Metals Usa Inc)

General Release. For a valuable consideration, (a) In exchange for and in consideration of the receipt payments and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), other benefits described in paragraph 2(a) and its subsidiariessubparagraphs above and otherwise provided under this Agreement, parentsEmployee, affiliatesindividually and on behalf of his heirs, predecessorsexecutors, administrators, successors, heirs, assigns, agents, directorscounsel and other representatives, hereby releases and forever discharges the Company, its parent companies, subsidiaries, affiliated entities, predecessors, successors or assigns (including, but not limited to, Ener1, Inc and EnerDel, Inc., their employee benefit plans and trustees, fiduciaries, administrators and parties-in-interest of those plans, and any of its and their present and former shareholders, officers, Executivesdirectors, shareholderssupervisors, representativesemployees, lawyersagents, administrators, members, agents, attorneys, insurers, re-insurers, contractors, and all persons other representatives (whether acting by, through, under as agents or in concert with them, or any of them, of and their individual capacities) (collectively “the Released Parties”) from any and all manner of action or actionswaivable claims, cause or demands, prayers for relief, causes of action, in law right or in equitydamage he may have against the Company, suitsarising, debtsdirectly or indirectly, liensout of his employment and/or termination of employment with the Company, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and whether arising from tort, statute or contingent (hereinafter called “Claims”)contract, which the undersigned now has arising or may hereafter have against the Releasees, existing on or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to before the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themon which Employee signs and executes this Agreement, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits all waivable claims arising under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, laws including those arising under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act (ADA), as amended; the Age Discrimination in Employment Act (ADEA), as amended; the Older Workers Benefit Protection Act, as amended (OWBPA); the Worker Adjustment and Retraining Notification Act (WARN); the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), the Employee Retirement Income Security Act of 1974 (ERISA), as amended (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company subject to the terms and conditions of such plan and applicable law); the Family Medical Leave Act (“FMLA”); the Equal Pay Act, as amended; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (“OSHA”), the Civil Rights Act of 1991, the Civil Rights Act of 186642 U.S.C. §§ 1981, Section 1981 of U.S. Code Title 421983, 1985, 1986 and 1988, as amended; and any other federal, state or local law, regulation, ordinance or judicial decision governing or otherwise pertaining in any way to employment, discrimination in employment, the Consolidated Omnibus Budget Reconciliation Act terms and conditions of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)employment, and the National Labor Relations Acttermination of employment; and employee hereby affirms that she is not aware of any illegal activity which would give rise to an investigation or inquiry conducted by the EEOC, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 SEC or any other provisions applicable government agency. (b) This release and waiver also includes any claims that Employee had, has or may have under common law including, without limitation, constructive, wrongful, retaliatory or abusive discharge, breach of contract (whether express or implied), breach of the California unfair trade covenant of good faith and fair dealing, promissory estoppel, reliance, fraud, misrepresentation, negligence, defamation, libel, slander, interference with contract or business practices lawsprospective economic advantage, the California Occupational Safety and Health Actintentional or negligent infliction of emotional distress, Divisions 4, 4.5violation of public policy, and 4.7 any other claim or tort. (c) By signing this Agreement, Employee agrees that his waivers and releases expressly include a waiver of all claims for damages, penalties, attorney’s fees, costs, disbursements and the like. Employee further agrees that his waivers and releases include a waiver of all claims existing before the Effective Date of this Agreement which he knows about and those claims which he does not know about, and specifically includes an unconditional waiver of the California Labor Code beginning at § 3200right to proceed with discovery concerning any claim in any future litigation between him and any Released Party, if any. He also warrants and represents that he has not assigned any provision of interest in any claim released by this Agreement, and that he fully indemnifies and holds the California ConstitutionReleased Parties harmless for any claims or damages, including attorney’s fees, based upon any provision of the California Labor Code that may lawfully be releasedclaim assigned by him. Further, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977)Employee expressly waives and hereby forfeits his right to any individual monetary award, Section 760.01 et. seq.injunctive relief, Florida Statutes (FCRA), or other recovery should any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105)third party, including any claim for wrongful and retaliatory termination federal, state or local administrative agency, pursue any claims on his behalf arising out of or relating to his employment with and/or separation from employment with the Company. Employee understands that the laws cited above give him important remedies that relate to claims he has or may have arising out of or in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amendedconnection with his employment and/or separation from employment, and all other state he acknowledges that he freely and local statutes, ordinances, executive orders voluntarily gives up those remedies and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claims.

Appears in 1 contract

Sources: Separation Agreement (Ener1 Inc)

General Release. For a valuable considerationExcept as explicity set forth below, the receipt NCS, on behalf of itself and adequacy all of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parents, affiliates, predecessors, successors, heirsparents, assignssubsidiaries, agentsaffiliated or related entities as well as all current and former owners, members, equity holders, directors, officers, Executivescommittee members, attorneys, administrators, shareholders, managers supervisors, employees, consultants, representatives, lawyers, insurersand agents of any of the foregoing (hereinafter the “Releasors”) hereby expressly and unequivocally agrees, and will cause all persons acting byother Releasors to hereby expressly and unequivocally agree, throughto release, under waive, forever discharge, and covenant not to sue Customer or in concert with themany of Customers predecessors, successors, assigns, parents, subsidiaries or any affiliated or related entities of any of the foregoing, or any direct or indirect customers, suppliers, importers. manufacturers, distributors of themany of the foregoing, or any current or former directors, officers, committee members, attorneys, administrators, shareholders, managers, supervisors, employees, consultants, representatives, or agents of and any of the foregoing (hereinafter the “Releasees”) from any and all manner of action or actionsstatutory, cause or causes of actioncommon law and other claims that any Releasor had, in law or in equitymay have had, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against any Releasee arising out of or relating in any manner to any Product or New Product or the Releasees, or any of them, by reason commercialization of any matterProduct or New Product, cause, or thing whatsoever from including the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims intellectual property subsisting in any way arising out of, based upon, Product or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 etNew Product. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding Without limiting the generality of the foregoing, this includes the Claims released shall not include (i) release of any claim or right to vested Executive welfare or retirement benefitsand all liabilities, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to timedemands, the “Equity Agreements”)claims, liens, causes of action, charges, complaints, grievances, obligations, costs, losses, damages, injuries, attorneys’ fees, and other legal responsibilities of any form whatsoever, whether known or unknown, pending or future, certain or contingent, foreseeable or not foreseeable, which were or could have been raised or asserted by the Releasors against the Releasees related to any Product or New Product, or the commercialization of any Product or New Product, including the intellectual property subsisting in any Product or New Product, including, but not limited to, any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreementin law, including without limitationequity, any claim for unemployment insurance benefitscontract, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802tort, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates claims under any local ordinance or federal or state statute or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, now or at any time owned or held by operation of law or pursuant any Releasor against any Releasees, prior to the organizational agreements date of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 execution of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Sources: Manufacturing Services and Supply Agreement (Flexible Solutions International Inc)

General Release. For a valuable consideration4.1 In consideration for the above, and all of the terms of this Agreement, the receipt Employee, with the intention of binding himself and adequacy of which are hereby acknowledgedhis heirs, executors, administrators, agents, representatives and assigns (hereinafter the undersigned "Releasors"), does hereby release release, remise and forever discharge the “Releasees” hereunderSound Financial Bancorp, consisting of Corphousing Group Inc. (the “Company”)and Sound Community Bank, and its each of their parents, subsidiaries, parentsaffiliates, affiliatesrelated entities, predecessors, successors, heirsassigns, assignsand each of the current and former employees, officers, directors, executives, members, trustees, representatives, agents, directors, officers, Executives, shareholders, representativesattorneys, lawyersinvestors and insurers of any of the foregoing entities and each of their heirs, insurerssuccessors, executors and administrators and all persons acting by, through, under or and/or in concert with them, or any of them, them (hereinafter the "Releasees") of and from any and all manner of action or actionsclaims, cause or demands, causes of action, actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys' fees, damages, penalties, punitive damages and liability of any nature whatsoever, in law or in equityequity or otherwise, suitswhich any of the Releasors have had, debtsnow have, liensshall or may have, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned now has suspected or may hereafter have against the Releasees, or any of themunsuspected, by reason of any matter, cause, matter or thing whatsoever whatsoever, from the beginning of time the Employee's employment with the Bank to the date hereof. The Claims released herein includethe Employee signs this Agreement, without limiting any Claims in any way including those relating to or arising out of, based upon, or related to of the Employee's employment or affiliation with the Bank, the terms and conditions of such employment or affiliation, and the termination from of that employment or affiliation. 4.2 By the general release set forth in this Section 4, the Employee acknowledges that he is giving up all claims relating to or arising out of his employment or affiliation with the undersigned by Bank, the Releaseesterms and conditions of such employment or affiliation, and the termination of that employment or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefaffiliation, including but not limited to claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent inflection of emotional distress, any and all other torts, and claims for attorneys' fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of as well as the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any following statutory claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federaldescribed below. 4.3 The Employee further acknowledges that various local, state and federal laws prohibit discrimination based on age, gender, sexual orientation, race, color, national origin, religion, disability, and handicap or local statute or ordinance includingveterans status. These include, without limitationbut are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act Acts of 19911866 and 1871, and the Civil Rights Act of 18661991 (relating to gender, Section 1981 national origin, religion, race and certain other kinds of U.S. Code Title 42job discrimination); the Pregnancy Discrimination Act; the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (relating to age discrimination in employment); the Rehabilitation Act of 1973 and the Americans with Disabilities Act (relating to disability discrimination in employment); and the Washington State Law Against Discrimination (RCW 49.60). The Employee also understands and acknowledges that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Consolidated Omnibus Budget Reconciliation Employee Retirement Income Security Act (excluding claims for vested benefits), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19852002, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Medical Leave Act, wage and hour laws, whistleblower laws and other laws. 4.4 The Employee acknowledges that he is giving up any claims he may have under any of the Executive Retirement Income Security Act statutes or laws referenced in this Section 4 and under any other federal, state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. The Employee also understands and acknowledges that he is giving up any and all claims for benefits not covered by Section 3 of this Agreement including, but not limited to, life insurance, accidental death and disability insurance, sick leave or other employer provided plans or programs; claims for bonuses or other distributions of income or profit; claims for reimbursement; claims for wages; claims for vacation or other leave time; claims relating to retirement, pension and/or profit-sharing plans (excluding claims for vested benefits under the Bank's Employee Stock Ownership Plan and 401(k) Plan, as well as vested rights (if any) to stock options); claims for group health insurance coverage (excluding claims for continued medical insurance coverage and COBRA continuation coverage as detailed in Section 3.2 above); or any other claims. The Employee understands and acknowledges that this general release applies to all such employment-related claims that he now has or may have had to the date he signs this Agreement (except as specifically provided otherwise herein) under any and all applicable federal, state, municipal, county or local laws, ordinances and regulations and any common law claims now or hereinafter recognized. 4.5 The Employee further agrees that neither the Employee nor anyone on his behalf shall or may seek or be entitled to recover reasonable attorneys' fees and costs pursuant to any of the aforementioned federal, state, county, municipal or local statutes, or any other such laws or regulations. The Employee understands and acknowledges that the general release set forth in this Section 4 applies to all claims and causes of action, including but not limited to employment-related claims which the Employee now has or may have had to the date he signs this Agreement except as specifically provided otherwise herein. 4.6 The Employee further agrees that this release includes any other claims, whether or not related to his employment with the Bank, arising from any alleged violation of any federal, state or local statute, regulation, ordinance or common law or tort, including but not limited to claims for tortuous interference with contractual relations/advantage, misrepresentation, emotional distress, libel, slander, breach of express or implied contract or covenant of good faith and fair dealing (whether written or oral), retaliation, quantum merit, wrongful discharge, promissory estoppel, fraud, negligence, detrimental reliance, assault, battery, mental anguish, personal injury or loss of consortium, past physical injury associated with employment or future manifestations of physical injury incurred during or as a result of employment, and any and all claims that may be asserted on his behalf by others (including without limitation by the Genetic Information Nondiscrimination ActEqual Employment Opportunity Commission, the Washington State Human Rights Agency or any similar agency). 4.7 This release does not apply to claims that cannot be released by this Agreement, and including claims for worker's compensation, unemployment benefits claims, or vested retirement benefits, nor does it waive or release any rights or claims that the National Labor Relations Act, Employee may have under the Age Discrimination In in Employment Act (including which arise after the Older Workers Benefit Protection Act of 1990)date he signs this Agreement. This release does not prevent the Employee from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the Americans With Disabilities ActWashington State Human Rights Agency, the California Fair Employment Securities and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq.Exchange Commission, the California Family Rights ActFederal Deposit Insurance Corporation, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 Board of Title 42 Governors of the United States CodeFederal Reserve System, California Business and Professions Code § 17200 or any other provisions federal, state or local government agency or commission ("Government Agency"), although this release does waive the Employee's right to any monetary or other relief of any nature whatsoever in connection with any such charge, investigation or proceeding to the extent permitted by law. Notwithstanding any other provision in this Section 4, the Employee waives any right he may have to bring, or participate in, any collective action or class action against the Bank or the other Releasees in his capacity as an employee or former employee of the California unfair trade Bank. The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, otherwise participate in any provision of the California Constitution, any provision of the California Labor Code investigation or proceeding that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), conducted by any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105)Government Agency, including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability providing documents or other unlawful factorinformation, without notice to the Bank. Notwithstanding This Agreement does not limit the generality of the foregoing, the Claims released shall not include Employee's right to receive an award for information provided to any Government Agencies. 4.8 The Employee represents that he: (i) has not filed any civil actions, lawsuits, complaints, charges or claims for relief or benefits against or involving the Bank or any of the other Releasees with any local, state or federal court, regulatory body or administrative agency that are currently outstanding, other than a claim or right to vested Executive welfare or retirement for unemployment compensation benefits, ; (ii) has not transferred or assigned any claim described by the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreementsgeneral release in this Section 4; (iii) any claim has received all leave (paid or right unpaid), compensation, wages, overtime if applicable, vacation pay, expense reimbursements, and/or benefits to which he may be entitled and that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim no other amounts and/or benefits are due (other than as set forth in Section 3 above); and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) has not complained of and is not aware of any rights the undersigned may have to be indemnified by the Company fraudulent activity or any act(s) which would form the basis of its affiliates a claim of fraudulent or illegal activity by operation of law or pursuant to against the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Bank.

Appears in 1 contract

Sources: Settlement Agreement (Sound Financial Bancorp, Inc.)

General Release. For a valuable considerationExecutive, for Executive and for Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its subsidiaries, parentsaffiliates and related entities, affiliates, and any and all of their respective predecessors, successors, heirsassigns and employee benefit plans, together with each of their respective owners, assigns, agents, directors, officers, Executivesgeneral and limited partners, shareholders, directors, officers, employees, attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of themtheir predecessors and successors and each of their estates, of heirs and assigns (collectively, the “Company Releasees”) from any and all manner of action or actionscharges, cause or allegations, complaints, claims, liabilities, obligations, promises, agreements, causes of action, in law or in equityrights, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagescosts, losses, costs, attorneys’ fees or expenses, debts and expenses of any nature whatsoever, including those arising from or related to the Executive’s Change in Control and Severance Agreement, dated June 26, 2017, known or unknown, fixed suspected or contingent unsuspected (hereinafter called collectively, “Claims”)) which Executive or the Releasors ever had, which the undersigned now has have, may have, or hereafter can, will or may hereafter have against the Releasees(either directly, indirectly, derivatively or in any of them, other representative capacity) by reason of any matter, cause, fact or thing cause whatsoever against the Company or any of the other Company Releasees: (a) from the beginning of time to the date hereof. The Claims released herein includeupon which Executive signs this Agreement, without limiting any Claims in any way (b) arising out of, based uponor relating to, Executive’s employment with the Company and/or the termination of Executive’s employment; or (c) arising out of or related to the employment any agreement or termination from employment of the undersigned by the arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any of themfederal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan the Age Discrimination in Employment Act of the Releasees 1967 (or any related agreement to which any Releasee is a party“ADEA”); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Employee Retirement Income Security Act, the Americans with Disabilities Act, Sections 503 the Family and 504 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 Worker Adjustment and Retraining Notification ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Immigration ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Control Consumer Protection Act, the Executive Retirement Income Security EXECUTION VERSION Worker Adjustment Retraining and Notification Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Family Medical Leave Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Massachusetts Fair Employment and Housing Act Practices Statute (as amended)M.G.L. c. 151B § 1, Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Massachusetts Equal Rights Act (Fla. Stat. § 448.101-.105M.G.L. c. 93, §102), including any claim for wrongful and retaliatory termination in violation of Section 448.103the Massachusetts Civil Rights Act (M.G.L. c. 12, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes§§ 11H & 11I), the Florida Minimum Wage LawMassachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Florida 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 ActAct (M.G.L. c. 149, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”§ 105A), and any claims the undersigned may have for breach of similar Massachusetts or other state or federal statute, including all amendments to any of the Equity Agreements; (iii) aforementioned acts or under any claim common law or right that may equitable theory including, but not be released by private agreementlimited to, including tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any claim for unemployment insurance benefitsother law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any workers’ compensation claim and other matters related in any claim for indemnification under California Labor Code Sections 2800 way to the foregoing; provided, however, that nothing in this Release shall release or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) impair any rights the undersigned may have to that cannot be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:waived under applicable law.

Appears in 1 contract

Sources: Employment Agreement

General Release. For a valuable considerationIn consideration of the terms and conditions of this Agreement, the receipt Frichner, on behalf of himself and adequacy of which are his heirs, representatives and assigns, shall and hereby acknowledgeddoes forever relieve, the undersigned does hereby release release, and forever discharge the “Releasees” hereunderCompany Parties and their past and present parent, consisting of Corphousing Group Inc. (the “Company”)subsidiary, sister and affiliated corporations and all other related entities, and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, the respective directors, officers, Executivesemployees, shareholdersagents, attorneys, representatives, lawyerssuccessors and assigns of each of the foregoing, insurerspast or present, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suitsclaims, debts, liabilities, demands, obligations, liens, contractspromises, acts, agreements, promisescosts, liability, claims, demandsexpenses, damages, lossesactions, costs, attorneys’ fees or expenses, and causes of any nature whatsoever, action arising out of facts known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has anticipated or may hereafter have against the Releaseesnot anticipated, occurring on or existing at any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned execution of this Agreement by the Releasees, or any of themFrichner, including, without limitation, any claim for wagesstatutory, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatementcivil, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any administrative claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any arising from federal, state or local statute laws, including, but not limited to, those that prohibit discrimination of any form, any common law claims of any kind, any claims for termination of employment, wages or ordinance accrued benefits such as unpaid vacation, or any other fringe benefit or compensation. In consideration of the terms and conditions of this Agreement, the Company and the Parent, each on behalf of itself and its affiliates, successors and assigns, shall and hereby does forever relieve, release, and discharge Frichner and his heirs, legal representatives and assigns, past and present, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs, expenses, damages, actions, and causes of action arising out of facts known or unknown, suspected or unsuspected, anticipated or not anticipated, occurring on or existing at any time up to and including the date of execution of this Agreement by Company, including, without limitation, Title VII of any statutory, civil, or administrative claims arising from federal, state or local laws. This agreement does not require the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 Company to defend or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including pay any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (iregarding any litigation alleging any criminal act(s) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Frichner.

Appears in 1 contract

Sources: Separation Agreement (Left Behind Games, Inc.)

General Release. For a valuable consideration(a) Executive’s General Release and Waiver of Claims In exchange for the consideration provided in this Agreement, the receipt Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, executors, representatives, administrators, agents, insurers, and assigns (collectively, the undersigned does hereby release “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the “Releasees” hereunderEmployer and Employer Group, consisting of Corphousing Group Inc. (including the “Company”)Employer’s parents, and its subsidiaries, parentsaffiliates, affiliatesdivisions, predecessors, successors, heirsand assigns, assignsand each of its and their current or former respective officers, directors, executives, employees, agents, directors, officers, Executives, shareholders, representativesemployment benefit plans (and the administrators and fiduciaries of such plans), lawyers, insurersattorneys and/or owners, and their respective successors and assigns, and any other person or entity claimed to be jointly or severally liable with the Employer or any of the aforementioned persons or entities, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all persons acting byclaims, throughdemands, under actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or in concert with themunknown (collectively, “Claims”), that Releasors may have or have ever had against the Released Parties, or any of them, of and from any and all manner of action or actionsarising out of, cause or causes of action, in law or in equityany way related to the Executive’s hire, suitsbenefits, debtsemployment, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releaseestermination, or any of them, separation from employment with the Employer or Employer Group by reason of any matteractual or alleged act, causeomission, transaction, practice, conduct, occurrence, or thing whatsoever other matter from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any Executive’s execution of themthis Agreement, including, without limitationbut not limited to: (i) any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), as amended, 42 U.S.C. §§ 2000 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), as amended, 29 U.S.C. §§ 2601, et. seq.; (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA); the Equal Pay Act; the Executive Retirement Income Security Act of 1974 (ERISA) (regarding unvested benefits), as amended , 29 U.S.C. §§ 1001, et. seq.; the Civil Rights Act of 1991; Section 1981 of U.S.C. Title 42; the Fair Credit Reporting Act (FCRA); the Worker Adjustment and Retraining Notification Act of 1988 (WARN), as amended, 29 U.S.C. §§ 2101 et. seq.; the National Labor Relations Act (NLRA); the Age Discrimination in Employment Act of 1967 (ADEA), as amended, 29 U.S.C. §§ 621, et seq.; the Older Workers Benefit Protection Act; the Uniform Services Employment and Reemployment Rights Act (USERRA); the Genetic Information Nondiscrimination Act (▇▇▇▇); the Immigration Reform and Control Act (IRCA); the Pennsylvania Human Relations Act (PHRA); the Pennsylvania Whistleblower Law, including any claim amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, 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 manner; (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, salarybonuses, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leavecompensation, vacation, separation pay and severance that may be legally waived and released, except the severance and benefits pursuant to this Agreement; (iii) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express 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 benefitsharm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and (iv) any claim and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, experts’ fees, medical fees or expert’s feesexpenses, costs and disbursements, punitive damages, liquidated damages, and penalties; and (v) indemnification rights the Executive has against the Employer and Employer Group. However, this general release and waiver of claims excludes, and the Executive does not waive, release, or discharge: (A) any claim for benefits under any stock option 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 equity-based incentive plan of similar federal or state administrative agencies, although the Releasees (or Executive waives any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; monetary relief related to any claims under federal, state, filed charge or local occupational safety and health laws or regulations, all as amendedadministrative complaint; and (B) claims that cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation; and (C) any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and right to file an unfair labor practice charge under the National Labor Relations Act, ; and (D) protections against retaliation under the Age Discrimination In Employment Taxpayer First Act (including the Older Workers Benefit Protection Act of 199026 U.S.C. § 2623(d), the Americans With Disabilities Act, the California Fair Employment ); and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (iE) any claim or right rights to vested Executive welfare benefits, such as pension or retirement benefits, (ii) the undersigned’s rights under to which are governed by the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any terms of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim applicable plan documents and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:award agreements.

Appears in 1 contract

Sources: Separation and Release of Claims Agreement (Castle Creek Biosciences, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)a) Except as otherwise stated in this Agreement, and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and in consideration for all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefpromises and covenants herein, including but not limited to the continued employment and right to receive the Severance Payment, Employee acknowledges and agrees that Employee has actual bona fide disputes with the Company that are released by this Agreement, including without limitation disputes as to wage and hour claims, and knowingly and voluntarily releases and forever discharges the Company, its parent, subsidiary, related, affiliated, predecessor, and successor companies/entities, and each of their respective past, present and future principals, owners, stockholders, partners, members, directors, officers, joint venturers, joint employers, alter-egos, affiliates, fiduciaries, trustees, employees, servants, contractors, agents, attorneys, insurers, assigns, and representatives (the “Released Parties”) from all actions, suits, claims, controversies, disputes, demands, liabilities, grievances, charges, injuries, losses, damages, monies, injunctive relief, arbitrations, judgments, awards, orders, executions, attorney’s fees, debts, interest, expenses and costs, disbursementsand other legal responsibilities, back of any form or nature whatsoever, and/or any causes of action of whatever kind or character, whether known or unknown, suspected or unsuspected, unforeseen, unanticipated, unsuspected, or latent, which Employee (or Employee’s predecessors, successors, assigns, representatives, or authorized agents) ever had, now has, or which Employee’s heirs, assigns, executors or administrators hereafter can, shall or may have, arising out of or relating in any way to any acts, circumstances, facts, transactions, omissions, or other subject matters, based on facts occurring prior to the time Employee executes this Agreement (“Released Claims”). b) The Released Claims include, but are not limited to any claims, causes of action, rights, actions, suits, charges, or disputes that have been or could be asserted against any of the Released Parties arising out of, in connection with, or in any way related to (i) Employee’s employment with the Company and/or the termination of Employee’s employment from the Company; (ii) any term or condition of Employee’s employment with the Company, including but not limited to any and all wages, compensation, salaries, minimum wage, overtime, holiday pay, front bonuses, commissions, pay, reinstatementallowances, monies, meal and rest period violations or expert’s feespremiums, off the clock work, expenses/reimbursements, wage statements, employee benefits, sick/vacation pay, sick leave, severance pay, retention pay, paid leave benefits, notification rights, any other wage and hour related claims, and any other benefits, penalties, interest, damages, and promises related to the same; and (iii) any claim claims to any equity interest in the Company, including without limitation stock options, shadow stock, restricted stock, membership units, distribution rights, partnership, stock, and all other forms of equity. Without limiting the foregoing, and by way of examples only, the Released Claims also extend to any and all claims for benefits under any stock option or other equity-based incentive plan alleged (A) violation of the Releasees National Labor Relations Act (or any related agreement NLRA) (to which any Releasee is a partythe extent permitted by law); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964(Title VII), the Civil Rights Americans With Disabilities Act of 1991, 1990 (ADA),the Employee Retirement Income Security Act (excluding vested benefits) (ERISA); the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Rehabilitation Act, the Americans with Disabilities ActOccupational Safety and Health Act (OSHA) (federal and California), Sections 503 the American Rescue Plan Act (ARPA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Family and 504 of Medical Leave Act (FMLA), the Rehabilitation California Family Rights Act of 1973(CFRA), the Worker Adjustment and Retraining SMRH:4884-5071-3099.4 -2- Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Actfederal and California), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amendedFEHA), Calif. Gov’t Code, §12900 et seq., the California Family Rights Unfair Business Practices Act, California law regarding Relocations, Terminations and Mass Layoffs and /Unfair Competition Law (UCL); the California Labor Code, the California Government Code, the California Civil Code, the applicable California Wage Order(s), and the California Private Attorneys General Act (to the extent permitted by law) (all as amended); Sections 1981 through 1988 (B) discrimination or harassment on the basis of Title 42 any protected status, such as race, color, ancestry, national origin (including language use restrictions), citizenship, religious creed (including religious dress and grooming practices), sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), marital status, domestic partnership status, sexual orientation, gender, gender identity or gender expression, veteran status, military status, political affiliation, family care or medical leave status or the denial of the United States Codefamily and medical care leave, California Business age, physical or mental disability (including HIV and Professions Code § 17200 AIDS), medical condition (including cancer and genetic characteristics), genetic information, or any other provisions of the California unfair trade basis protected by applicable federal, state or business practices lawslocal law, the California Occupational Safety and Health Actrule, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, ordinance or regulation; (C) any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination whistleblower or retaliation upon claims on the basis of age, race, sex, national origin, religion, disability any protected activity or other unlawful factorprotected basis; (D) breach of any express or implied promise, contract or agreement (express or implied), or breach of the implied covenant of good faith and fair dealing; (E) any tort or common law claims, including wrongful discharge, intentional or negligent infliction of emotional distress, negligence, fraud, misrepresentation, defamation, interference with prospective economic advantage, or other tort or common law actions; (F) claims for misclassification, wage and hour, or other claims related to hours, conditions, or compensation related to work; and (G) any other violation of local, state, or federal law, constitution, statute, regulation, ordinance, order, guidance, resolution, public policy, contract, or tort or common law claim, whether for legal or equitable relief, having any bearing whatsoever on the terms and conditions of employment, or association or working relationship, with any of the Released Parties, including but not limited to any allegations for penalties, interest, costs and fees, including attorneys’ fees, incurred in any of these matters, which Employee ever had, now has, or may have as of the date of this release. All such claims, liabilities or causes of action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless of the forum in which they may be brought. The parties intend for this release to be as broad as possible. c) Notwithstanding the generality of the foregoing, the Claims released shall Employee does not include (i) any claim waive or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and release any claims the undersigned may have under this Agreement, any claims for breach of indemnification under Labor Code section 2802, or any of the Equity Agreements; (iii) any claim or right that may other claims which cannot be waived or released by private agreement. Further, nothing in this Agreement shall prevent Employee from filing a charge or complaint with, or from participating in, an investigation or proceeding conducted by the SEC, OSHA, EEOC, DFEH, NLRB or any other federal, state or local agency charged with the enforcement of any employment or other applicable laws. Employee, however, understands that by signing this Agreement, Employee waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC, the DFEH or any other state or local deferral agency on Employee’s behalf to the fullest extent permitted by law, but expressly excluding any monetary award or other relief available from the SEC/OSHA, including without limitationan SEC/OSHA whistleblower award, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries other awards or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned relief that may have to not lawfully be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:waived.

Appears in 1 contract

Sources: Severance Agreement (RadNet, Inc.)

General Release. For a valuable considerationIn consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Employee has sustained or claimed, the receipt or may be entitled to claim, Employee, for himself, and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release and release, forever discharge and promise not to ▇▇▇ the “Releasees” hereunderCompany, consisting of Corphousing Group Inc. (the “Company”)its parents, and its subsidiaries, parents, affiliates, predecessorssuccessors and assigns, successorsand their past and present officers, directors, partners, employees, members, managers, shareholders, agents, attorneys, accountants, insurers, heirs, assignsadministrators, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and executors (collectively the “Released Parties”) from any and all manner of action or claims, liabilities, costs, expenses, judgments, attorney fees, actions, cause or causes known and unknown, of action, every kind and nature whatsoever in law or in equity, suitswhich Employee had, debtsnow has, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims Released Parties relating in any way arising out of, based upon, or related to Employee’s employment with the employment Company or termination from employment thereof prior to and including the date of the undersigned by the Releasees, or any execution of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefthis Agreement, including but not limited to attorneys’ feesto, costsall claims for contract damages, disbursementstort damages, back payspecial, front paygeneral, reinstatementdirect, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or expert’s feesnature; all contracts, oral or written, between Employee and any of the Released Parties; any claim for benefits under business enterprise or proposed enterprise contemplated by any stock option or other equity-based incentive plan of the Releasees Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall be construed to release the Company from any obligations set forth in this Agreement. Employee understands and agrees that this release and covenant not to ▇▇▇ shall apply to any and all claims or liabilities arising out of or relating to Employee’s employment with the Company and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims other grounds under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any applicable federal, state or local statute or ordinance law prior to and including the date of execution of this Agreement, including, without limitationbut not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; and Title VII of the Civil Rights Act of 1964Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the Civil Rights Employee Retirement Income Security Act of 1866, Section 1981 of U.S. Code Title 421974, the Consolidated Omnibus Budget Reconciliation Act of 19851985 as amended, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment Equal Pay Act of 1963 (EPA) as well as any claims prior to and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)date of execution of this Agreement regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of his employment or the National Labor Relations Act, separation of his employment with the Age Discrimination In Employment Act (Company prior to and including the Older Workers Benefit Protection Act date of 1990)execution of this Agreement. In addition, the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 Employee agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the United States CodeReleased Parties, California Business save and Professions Code § 17200 except proceedings to enforce the terms of this Agreement or claims of Employee not released by and in this Agreement. This release does not apply to any claims for unemployment compensation or any other provisions of the California unfair trade claims or business practices lawsrights which, the California Occupational Safety and Health Actby law, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully cannot be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105)waived, including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare file an administrative charge or retirement benefitsparticipate in an administrative investigation or proceeding; provided, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), however that Employee disclaims and waives any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to share or participate in any amount owing to monetary award resulting from the undersigned pursuant to Section 4 prosecution of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such charge or investigation or proceeding.

Appears in 1 contract

Sources: Employment Agreement (Patterson Uti Energy Inc)

General Release. For Pursuant to this General Release of Claims (this “Agreement”), Employee, for himself, his heirs, administrators, representatives, executors, successors and assigns (each a valuable consideration“Releasor”) hereby irrevocably and unconditionally releases, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release acquits and forever discharge the discharges Mattersight Corporation (Releasees” hereunderCompany”) and its direct or indirect subsidiaries, consisting divisions, affiliates and related companies or entities, regardless of Corphousing Group Inc. its or their form of business organization (the “CompanyCompany Entities”), and its subsidiaries, parents, affiliates, any predecessors, successors, heirsjoint ventures, assignsand parents of any Company Entity, agentsand any and all of their respective past or present shareholders, partners, directors, officers, Executivesemployees, shareholdersconsultants, representativesindependent contractors, lawyerstrustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with them, or any of themthem (all, of and collectively, the “Release Parties”) from any and all manner of action or actions, cause or causes of actionactions, in law or in equitydemands, suits, debts, liens, contractsclaims, agreements, promises, liabilitydebts, claimslawsuits, demandsliabilities, damagesrights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and fees whatever (including without limitation attorneys’ fees and costs), arising out of or expensesrelating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, fixed c▇▇▇▇▇ or inchoate, mature or unmatured, contingent (hereinafter called “Claims”)or fixed, which the undersigned now has liquidated or may hereafter have against the Releaseesunliquidated, accrued or any of themunaccrued, by reason of any matterasserted or unasserted, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way whether arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 law and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), in particular including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation based upon the basis of age, race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability disability, or any other unlawful factor. Notwithstanding criterion or circumstance, which Employee and any Releasor had, now have, or may have in the generality future against each or any of the foregoingReleased Parties from the beginning of time until the date of this Agreement (individually, the Claims released “Claim,” and collectively, “Claims”); provided, that this Agreement shall not include (i) apply to, nor release the Company from, any claim or right to vested obligation of the Company contained in Employee’s Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Employment Agreement dated as of [insert date] (as amended or supplemented from time to time, the “Equity AgreementsEmployment Agreement)) that arises due to Employee’s termination of employment with the Company. The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Employee expressly agrees that he is not entitled to, and shall not receive, any claims the undersigned may have for breach further recovery of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by kind from the Company or any of its affiliates by operation the other Release Parties, and that in the event of law or pursuant to any further proceedings whatsoever based upon any matter released herein, neither the organizational agreements Company nor any of the Company and/or its affiliates; other Release Parties shall have any further monetary or (v) the undersigned’s other obligation of any kind to Employee, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to employment with the Company or any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as other Release Parties and that he will not apply for or otherwise seek employment with any of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:them.

Appears in 1 contract

Sources: Executive Employment Agreement (Mattersight Corp)

General Release. For a valuable considerationIn consideration of the substantial compensation provided by Alliant Energy Corporation, its subsidiaries and Alliant Energy Corporate Services, Inc. as the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. employer (the “Company”) under the Executive Agreement (the “Agreement”), dated August 12, 2011, between the Company and Dundeana ▇. ▇▇▇▇▇ (the “Executive”), for the benefit of the Executive, including the payment and other benefits that are to be provided to the Executive in connection with the termination of the Executive’s employment pursuant to the Agreement, the Executive, on behalf of the Executive, the Executive’s spouse, heirs, executors, administrators, agents, successors, assigns and representatives of any kind (hereinafter collectively referred to as the “Releasors”) confirm that Releasors have, as of the date set forth below (the “Effective Date”), released the Company, and each of its subsidiaries and affiliates, and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, and their directors, officers, Executivesemployees, shareholderssuccessors, assigns, executors, trustees, advisors, agents and representatives, lawyers, insurers, and all persons acting bytheir respective predecessors and successors (hereinafter collectively referred to as the “Releasees”), through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suitscharges, debts, liensliabilities, contracts, agreements, promises, liability, claimsaccounts, demands, damages, losses, costs, attorneys’ fees or expenses, damages and claims of any kind or nature whatsoever, whether known or unknown, fixed arising prior to or contingent (hereinafter called “Claims”), which through the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themEffective Date, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ feesto, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (forgoing arising out of or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate in connection with the employment of the undersigned; Executive by the Company or the termination of such employment. The Executive also releases and waives any claims under federalclaim or right to further compensation, statebenefits, damages, penalties, attorney’s fees, costs or expenses of any kind from the Company or any of the other Releasees, except for the specific compensation and benefits described in Section 2, Section 3, Section 4, Section 5 and Section 6 of the Agreement. The Executive further agrees not to file, pursue, or local occupational safety participate in any lawsuits of any kind in either state or federal court against any of the Releasees with respect to any claim released herein, including any claim arising out of or in connection with the employment of the Executive by the Company or the termination of such employment (other than pursuing a claim for unemployment compensation benefits to which the Executive may be entitled). This release specifically includes, but is not limited to, a release of any and health laws or regulations, all as amended; and any alleged violation of claims pursuant to any federal, state or local statute laws, statutes, ordinances, rules, regulations or ordinance orders of any kind, whether statutory or decisional, including, without limitationbut not limited to, wage payment and fair employment laws; the Fair Labor Standards Act; the Age Discrimination in Employment Act of 1967; Title VII of the Civil Rights of Act of 1964; the Rehabilitation Act of 1973; the Reconstruction Era Civil Rights Acts, 42 U.S.C. § 1981 – 1988; the Civil Rights Act of 1991, ; the Civil Rights Americans with Disabilities Act; the Employee Retirement Income Security Act of 1866, Section 1981 of U.S. Code Title 42, 1974; the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and ; the National Labor Relations Act; the Family and Medical Leave Act; any state family and/or medical leave acts; the Vietnam Era Veterans’ Readjustment Assistance Act of 1974; and any state Human Rights Law, as each of them has been or may be amended. This release also specifically includes, but is not limited to, a release of any and all claims (i) of discrimination or harassment based on age, national origin, race, religion, sexual orientation, or physical or mental disability or medical conditions unrelated to the ability to perform or (ii) for tort, breach of contract, wrongful termination, retaliation, defamation, misrepresentation, violation of public policy or invasion of privacy. Notwithstanding the foregoing, this General Release does not waive rights, if any, the Age Discrimination In Employment Act (including Executive or the Older Workers Benefit Protection Act Executive’s successors and assigns may have under or pursuant to, or release any member of 1990)Releasees from obligations, if any, it may have to them or to their successors and assigns on claims arising out of, related to or asserted under or pursuant to the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 terms of the United States CodeAgreement that are to be performed by the Company after the Effective Date, California Business and Professions Code § 17200 any indemnity agreement or any other provisions of the California unfair trade obligation contained in or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, adopted or acquired pursuant to any provision of the California Constitution, any provision charter or by-laws of the California Labor Code Company or its subsidiaries or affiliates or in any applicable insurance policy carried by the Company or its affiliates. The Executive hereby acknowledges that may lawfully be released, the Florida Civil Rights Act of 1992 Executive had at least twenty-one (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under 21) days to review this General Release and the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality Executive has been advised to review it with an attorney of the foregoingExecutive’s choice. The Executive further understands that the twenty-one (21) day review period ends when the Executive signs this General Release. The Executive also has seven (7) days after the Executive’s signing of this General Release to revoke by so notifying the Company in writing, the Claims released in which case this General Release shall not include become effective or enforceable. Failure to provide this General Release without revocation does not delay occurrence of the Executive’s Departure Date (as defined in the Agreement). The Executive acknowledges that the payments and benefits described in Section 2 of the Agreement are greater than those to which the Executive is entitled by any contract, employment policy or otherwise and that the Executive’s eligibility for the payments and other benefits described in Section 2 of the Agreement is contingent on the Executive’s signing and returning this General Release to the Company in a timely manner and on its taking effect thereafter in accordance with its terms. The Executive acknowledges that the Executive (i) any claim or right to vested Executive welfare or retirement benefitshas carefully read and understands this General Release, (ii) had the undersigned’s rights under the Stock Option Agreement (as amended from time opportunity to timeconsult with legal counsel prior to executing this General Release, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim understands the legal effect and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, binding nature of this General Release and (iv) is acting voluntarily (and not as a result of any rights threats or coercion) with the undersigned may have to intention that the Executive be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:legally bound thereby.

Appears in 1 contract

Sources: Executive Agreement (Alliant Energy Corp)

General Release. For a valuable considerationa. In consideration of the Separation Benefits set forth in Section 4 above, the receipt you on behalf of yourself, your heirs, any spouse, executor, assigns, administrators, representatives, and adequacy of which are hereby acknowledgedagents , the undersigned does hereby release and forever discharge the “Releasees” hereunderCompany and each of its respective past, consisting of Corphousing Group Inc. (the “Company”)present and future employees, and its officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parentsparent companies, affiliates, predecessors, successors, heirsrelated entities, assigns, agentspredecessors and successors in interest, as well as each of their past, present and future employees, officers, directors, officersmembers, Executivesagents, trustees, administrators, representatives, owners, shareholders, representatives, lawyerspartners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and all persons acting bysuccessors in interest, throughjointly and severally, under or in concert with them(referred to collectively hereafter as the "Releasees"), or any of them, of and from any and all manner of action or actionsliabilities, cause or claims, causes of action, in law or in equitycharges, suitscomplaints, debtsobligations, lienscosts, contracts, agreements, promises, liability, claims, demandslosses, damages, lossesinjuries, costspenalties, interest, attorneys’ fees or expensesfees, and other legal responsibilities, of any nature form whatsoever, whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called “referred to collectively hereafter as "Claim" or "Claims"), of whatever kind and nature, whether now known or unknown, which you have at any time owned or held up to and including the undersigned now has or may hereafter have against date you sign this Agreement including, and without limiting the Releaseesgenerality of the foregoing, any and all Claims arising out of, connected with, or relating to: (a) your employment or termination of employment with the Company; (b) any act or omission by or on the part of any of them, by reason of any matter, cause, or thing whatsoever the Releasees occurring from the beginning of time to the date hereof. The Claims released herein include, without limiting up through and including your execution of this Agreement; (c) any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim Claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute law or ordinance includingregulation prohibiting discrimination, without limitationfailure to prevent discrimination, harassment or retaliation of any kind; (d) Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, ; the Civil Rights Americans with Disabilities Act of 18661990, Section 1981 as amended; the Genetic Information and Discrimination Act; the Rehabilitation Act of U.S. Code Title 421973, as amended; the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (“OWBPA”); the Rehabilitation Act of 1973, as amended; the National Labor Relations Act, as amended; the Labor-Management Relations Act, as amended; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the Pregnancy Discrimination Act; the Occupational Safety and Health Act; the Federal Worker Adjustment and Retraining Notification Act; the Fair Labor Standards Act (including the Equal Pay Act) or the Consolidated Omnibus Budget Reconciliation Act of 1985(COBRA), as amended; the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1973, 2002; the California Worker Adjustment and Retraining Notification Act, ; the Immigration Reform and Control California Business & Professions Code; the California Family Rights Act, ; the Executive Retirement Income Security Act (including California Labor Code; the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, California Industrial Welfare Commission Wage Orders; the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., Act; the California Family Rights and United States Constitutions; the Washington Industrial Welfare Act, California law regarding Relocations, Terminations ; the Washington Law Against Discrimination; any Washington leave laws; the Washington Minimum Wage Requirements and Mass Layoffs and the California Labor Code, all as amendedStandards Act; Sections 1981 through 1988 of Title 42 49 of the United States CodeRevised Code of Washington; the Washington Equal Pay Opportunity Act; the Washington Fair Chance Act; and any local ordinance or federal or state statute, California Business regulation or constitution; and Professions Code § 17200 (e) any Claim for attorneys' fees, penalties, interest, costs or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 etexpenses. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including If any claim for wrongful and retaliatory termination in violation of Section 448.103is not subject to release, Florida Statutesto the extent permitted by law, Section 448.08you waive any right or ability to be a class or collective action representative or to otherwise participate or recover any damages, Florida Statutesinjunctive, Florida’s Wage Rate Provisionsdeclaratory, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutesmonetary, or the Florida Constitutionother relief, each as amendedin any putative or certified class, and all other state and local statutes, ordinances, executive orders and regulations governing employment collective or prohibiting discrimination multi-party action or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any proceeding based on such a claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by in which the Company or any of its affiliates by operation of law or the other Released Parties is a party. You represent that you are not an “aggrieved employee” for any purpose including under the California Private Attorneys’ General Act (“PAGA”), and therefore the Company is not liable for any penalties pursuant to PAGA for any conduct arising during or out of your employment with the organizational agreements Company. b. The General Release in Section 6(a) of this Agreement is intended to be a full and final release covering all suspected, unknown, undisclosed and unanticipated Claims which may have arisen, or may arise, from any act or omission prior to the date that you sign this Agreement, and which arise out of or are related, directly or indirectly, to the dealings between the Parties to this Agreement, or any matters described above. If you later discover facts different from or in addition to those facts you currently know or believe to be true, this Agreement, the waivers and releases will nevertheless remain effective in all respects. You and on behalf of anyone or any entity claiming through you, waive any and all rights or benefits which you may now have, or in the future may have, under the terms of Cal. Civ. Code § 1542 which provides as follows: Notwithstanding the provisions of § 1542, and for the purpose of implementing a full and complete release and discharge, you expressly acknowledge that (i) this Agreement is intended to and does include in its effect, without limitation, all Claims you do not know or suspect to exist in your favor against any of the Company and/or its affiliates; or Releasees, up to and including the date you sign this Agreement, and (vii) this Agreement expressly contemplates the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 extinguishment of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such Claims.

Appears in 1 contract

Sources: Separation Agreement (Honest Company, Inc.)

General Release. For a valuable consideration5.1 In consideration of the foregoing (including without limitation the promises and payments as described in Sections 1 and 4 above, which are in excess of that to which Executive would have otherwise been entitled upon termination of employment, Executive hereby: (a) Fully and forever releases, discharges, cancels, waives, and acquits for Executive, his heirs, executors, administrators and assigns, the receipt Company and adequacy any and all of which are hereby acknowledgedits related entities, the undersigned does hereby release affiliates, subsidiaries, corporate parent, directors, agents, officers, owners, employees, attorneys, successors and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. assigns (the “CompanyCompany Released Parties”), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityrights, claims, demands, causes of action, obligations, damages, lossespenalties, fees, costs, attorneys’ fees or expenses, and liability of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)including personal injury claims, which the undersigned now has Executive has, had or may hereafter have had against any of the ReleaseesCompany Released Parties, arising out of, or any of them, by reason of the termination of Executive’s employment as CEO or any cause, matter, cause, or thing whatsoever , arising from events or actions occurring on or before the beginning of time to the date hereofCEO Termination Date, WHETHER KNOWN TO THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, includingThis FULL WAIVER OF ALL CLAIMS includes, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursementsany claims, back pay, front pay, reinstatementdemands, or expert’s fees; causes of action arising out of, or relating in any claim for benefits under manner whatsoever to, the employment and/or cessation of that employment, such as, BUT NOT LIMITED TO, any stock option charge, claim, lawsuit or other equity-based incentive plan of proceeding arising under the Releasees Older Worker’s Benefit Protection Act (or any related agreement to which any Releasee is a partyOWBPA); any alleged breach of any express or implied contract of employment; any alleged torts , the Age Discrimination in Employment Act (whether intentionalADEA), negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 19641866 (Section 1981), Title VII as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973(ADA), the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Labor Management Relations Act (including the Genetic Information Nondiscrimination ActLMRA), and the National Labor Relations ActAct (NLRA), ERISA, COBRA, the Age Discrimination In Employment Fair Labor Standards Act (including the Older Workers Benefit Protection Act of 1990FLSA), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or as well as any claims arising under any other provisions of the California unfair trade federal, state, or business practices laws, the California Occupational Safety local statutes and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim common law claims for wrongful and retaliatory termination termination, discrimination, breach of contract or misrepresentation. Nothing contained in violation this Agreement, however, shall constitute a release by Executive of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, any vested rights or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right benefits to vested which Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and may otherwise be entitled and/or any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim benefits. Executive further agrees that, while the release above may not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in any such proceedings to challenge the knowing and voluntary nature of this Agreement under the ADEA, Executive acknowledges that he has not filed any claim for indemnification under California Labor Code Sections 2800 such claims or 2802commenced any action with an administrative agency or court regarding any claims released in this Agreement; (b) Waives all right, title and interest in any benefit plan of the Company and/or its parentsand waives and releases all claims based on or related to such benefit plans or programs other than those rights, subsidiaries title and interest which are vested, or affiliate’s bylawswhich vest by virtue of this Agreement, articles or insurance policieswhich are specifically provided to Executive in this Agreement, or which arise or accrue after the CEO Termination date solely as a result of the Company providing benefits to Executive in accordance with Section 4.1(c); and (ivc) Refrains from engaging in any rights activity harmful to the undersigned Company, except to the extent that Executive may have to be indemnified by engage in lawful activities competitive with the business of the Company that do not violate any restrictive covenant between Executive and the Company or makes any of disparaging statements concerning the Company, its affiliates by operation of law affiliates, corporate parent, subsidiaries, officers, directors, attorneys, agents, employees, successors or pursuant to assigns, either publicly or privately. (d) Executes releases substantially in the organizational agreements form of the Company and/or its affiliates; or (v) above release contained in this Section 5.1 on the undersigned’s right to any amount owing to Separation Pay Commencement Date and the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Separation Date.

Appears in 1 contract

Sources: Termination and Service Agreement (Neoware Inc)

General Release. For a valuable considerationThe Executive acknowledges and agrees that this Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the receipt termination thereof during the Employment Period, and adequacy all amounts to which the Executive shall be entitled whether during the term of which are hereby acknowledgedemployment or upon termination thereof. Accordingly, upon Mattel's fulfilling its obligations to the Executive hereunder, the undersigned Executive, on behalf of herself and her successors, assigns, heirs and any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby release and forever discharge the “Releasees” hereunderrelieve, consisting of Corphousing Group Inc. (the “Company”)release, and discharge Mattel and its subsidiaries, parents, affiliates, respective predecessors, successors, heirsassigns, assignsowners, attorneys, representatives, affiliates, parent corporations, subsidiaries (whether or not wholly-owned), divisions, partners and their officers, directors, agents, directorsemployees, officersservants, Executivesexecutors, shareholdersadministrators, representativesaccountants, lawyersinvestigators, insurers, and any and all persons acting byother related individuals and entities, throughif any, under or in concert with them, or any and each of them, of in any and all capacities, from any and all manner of action or actionsclaims, cause or debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, in law of whatever kind or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of themnature, including, without limitation, any claim for wagesstatutory, salarycivil or administrative claim, commissionsor any claim, bonusesarising out of acts or omissions occurring before the execution of this Agreement, incentive paymentswhether known or unknown, profit-sharing paymentssuspected or unsuspected, expense reimbursementsfixed or contingent, leaveapparent or concealed (collectively referred to as "claims"), vacationincluding, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to, any claims based on, arising out of, related to attorneys’ feesor connected with the subject matter of this Agreement, coststhe Executive's employment or the termination thereof, disbursementsand any and all facts in any manner arising out of, back pay, front pay, reinstatementrelated to or connected with the Executive's employment with, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan termination of the Releasees (employment from, Mattel or any of its related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentionalentities, negligentincluding, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; but not limited to, any claims arising from rights under federal, state, and local laws prohibiting discrimination on the basis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or local occupational safety and health laws or regulationsany other form of discrimination, all as amended; and any alleged violation common law claims of any federalkind, state or local statute or ordinance including, without limitationbut not limited to, Title VII contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. Upon Mattel's fulfilling its obligations to the Executive hereunder, the Executive expressly waives any and all rights under Section 1542 of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act State of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amendedCalifornia, and all other federal or state and local statutesstatutory rights, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)rules, and any claims the undersigned may have for breach principles of any of the Equity Agreements; (iii) any claim common law or right that may not be released by private agreementequity, including without limitationlimitation those of any jurisdiction, any claim for unemployment insurance benefitsgovernment, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802political subdivision thereof, similar to Section 1542 ("similar provision"). Thus the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights Executive may not invoke the undersigned may have to be indemnified by the Company benefits of Section 1542 or any of its affiliates by operation of law similar provision in order to prosecute or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to assert in any amount owing to the undersigned pursuant to manner any claims released hereunder. Section 4 of the Employment Agreement dated 1542 provides as of _______________________follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED WHICH IF KNOWN BY LEGAL COUNSEL AND IS FAMILIAR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:DEBTOR."

Appears in 1 contract

Sources: Employment Agreement (Mattel Inc /De/)

General Release. For a In exchange for the consideration set forth in that certain Separation Agreement, dated as of September 6, 2007, between Integra LifeSciences Holdings Corporation (the “Company”) and the undersigned (the “Separation Agreement”), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)Company and each of its parents, and its subsidiaries, parents, affiliates, predecessorssuccessors, successorspartners, associates, heirs, assigns, agents, directors, officers, Executives, shareholdersemployees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from of employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Age Discrimination in Employment Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973New Jersey Law Against Discrimination, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security New Jersey Equal Pay Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations New Jersey Conscientious Employee Protection Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released this Release shall not include (i) operate to release any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights Claims which the undersigned may have to be indemnified by the Company payments or any of its affiliates by operation of law or pursuant to the organizational agreements benefits under Section 1.3 of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTSeparation Agreement. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Sources: Separation Agreement (Integra Lifesciences Holdings Corp)

General Release. For a valuable consideration, (a) In consideration for the receipt of those payments that are in excess of the amount required to be paid to you by applicable law (as detailed in the settlement of account attached hereto), you, on behalf of yourself and adequacy your family, agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and assigns (the “Releasors”), hereby irrevocably and unconditionally (i) represent and warrant that you have received in a timely manner full and complete payment of which are hereby acknowledgedall amounts due to you under your employment arrangements with the Company or under any applicable law and/or in connection with the termination of your employment, both at law and pursuant to the undersigned does hereby release terms of the employment arrangements and forever (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to ▇▇▇ the Company and each of its respective past and/or present subsidiaries, affiliates, successors and assigns, and each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, agents or other representatives, and employee benefit plans of the Company or its affiliates, including, but not limited to, trustees and administrators of these plans, in each case, in their individual and/or representative capacities (collectively, the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company), and its subsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and ) from any and all manner of action claims, contractual or actionsotherwise, cause or demands, costs, rights, causes of action, in law or in equity, suitscharges, debts, liens, contracts, agreements, promises, liabilityobligations, claims, demands, damagescomplaints, losses, costsdamages and all liability of whatever kind and nature, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and hereby waive any and all rights that he, she or contingent (hereinafter called “Claims”)it may have, which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time up to and including the date hereof. The Claims released herein includetime of signing this Release Agreement, without limiting any Claims or that otherwise may exist or may arise in respect of your employment or separation from employment with the Company, or is any way arising out of, based upon, connected with or related to the employment any applicable compensatory or termination from employment benefit plan, program, policy or arrangement, including, but not limited to, any claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of the undersigned director’s insurance, pension fund, provident fund and education fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of expenses and/or any other payments or benefits due to you by any of the Releasees, or as well as any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits claims arising under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any United States federal, state or local statute or ordinance laws, including, without limitationbut not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Age Discrimination in Employment Act of 18661967, Section 1981 of U.S. Code Title 42as amended, the Consolidated Omnibus Budget Reconciliation Older Workers Benefit Protection Act of 19851990, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 19731990, as amended, the Worker Adjustment Family and Retraining Notification ActMedical Leave Act of 1993, the Immigration Reform and Control Act, the Executive Employee Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)of 1974, and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and any and all other United States federal, state and or local statutesregulations, ordinancesordinances or public policies, executive orders and regulations governing employment any common law or prohibiting discrimination equity claims, or retaliation upon the basis of ageclaims under any policy, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitationunderstanding or promise, any claim for unemployment insurance benefitswritten or oral, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 formal or 2802informal, between the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or and any of its affiliates by operation of law and yourself, now or pursuant hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided, that such released claims shall not include any claims to the organizational agreements enforce your rights under, or with respect to, any post-termination obligations of the Company and/or its affiliatesexpressly undertaken by the Company under your employment arrangements with the Company. (b) The Releasors agree not to bring any action, suit or proceeding whatsoever (including the initiation of governmental proceedings or investigations of any type) against any of the Releasees hereto for any matter or circumstance concerning which the Releasors have released the Releasees under this Release Agreement. Further, the Releasors agree not to encourage any other person or suggest to any other person that he, she or it institute any legal action against the Releasees, and you hereby declare, confirm and undertake that, if the Releasors or anyone else in their name should deliver a claim as mentioned above you shall reimburse the Releasees and anyone else on their behalf to the full extent of the sum of the legal expenses and legal fees incurred by them as a result of any such claim; and in the event that Releasors prevail in such legal action , then the Releasees shall reimburse such sum to the you or (v) the undersigned’s Releasors. Notwithstanding the forgoing, this Release Agreement is not intended to interfere with your right to file a charge with the Equal Employment Opportunity Commission in connection with any claim you believe you may have against the Company. The Releasors hereby agree to waive the right to any amount owing to relief (monetary or otherwise) in any action, suit or proceeding you may bring in violation of this Release Agreement, including any proceeding before the undersigned pursuant to Section 4 of Equal Employment Opportunity Commission or any other similar body or in any proceeding brought by the Equal Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Opportunity Commission or any other similar body on your behalf.

Appears in 1 contract

Sources: Severance Agreement (WebMD Health Corp.)

General Release. For a. Each Stockholder, on behalf of himself, herself or itself and each of his, her or its past, present and future Affiliates, firms, corporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and assigns (each, a valuable consideration“Releasing Party” and, collectively, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyReleasing Parties”), hereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Company, its subsidiariesformer, parentspresent and future Affiliates, affiliatesparent and subsidiary companies, joint ventures, predecessors, successorssuccessors and assigns (including Parent, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurersthe Surviving Corporation and their respective Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively the “Released Parties”), of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityProceedings, suitsLiens, debts, liens, contracts, agreementsContracts, promises, liabilityLiabilities or Damages (whether for compensatory, claimsspecial, demandsincidental or punitive Damages, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the ReleaseesReleased Parties, or any of them, includingand which are based on acts, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay events or other benefits; any claim for monetary or equitable relief, omissions occurring up to and including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees Effective Time (or any related agreement to which any Releasee is a partythe “Released Claims”); any alleged breach of any express provided, however, that the foregoing release shall not release, impair or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)diminish, and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released term “Released Claims” shall not include include, in any respect any rights of: (i) any claim the Stockholders under this Agreement; or right to vested Executive welfare or retirement benefits, (ii) the undersignedReleasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Certificate of Incorporation or Bylaws (or any directors’ and officers’ liability insurance policy maintained by the Company in respect of the same) if any Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, director or employee of the Company with respect to any act, omission, event or transaction occurring on or before the Effective Time. b. Without limiting the generality of Section 5.5(a), with respect to the Released Claims, each Stockholder, on behalf of himself, herself or itself and each Releasing Party, hereby expressly waives all rights under Section 1542 of the Stock Option Agreement California Civil Code and any similar Law or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Section 1542 of the California Civil Code reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” c. Notwithstanding the provisions of Section 1542 of the California Civil Code or any similar Law or common law principle in any applicable jurisdiction, and for the purpose of implementing a full and complete release and discharge of the Released Parties, each Stockholder, on behalf of himself, herself or itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to include in its effect all claims which any Stockholder or any Releasing Party does not know or suspect to exist in his, her or its favor against any of the Released Parties (as amended from time to time, the “Equity Agreements”including unknown and contingent claims), and any that the foregoing release expressly contemplates the extinguishment of all such claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant except to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:extent expressly set forth herein).

Appears in 1 contract

Sources: Merger Agreement (Ligand Pharmaceuticals Inc)

General Release. For a valuable considerationIn exchange for the severance consideration set forth in that certain Employment Agreement (the “Employment Agreement”), dated as of April 28, 2015 between SeaSpine Holdings Corporation, SeaSpine Orthopedics Corporation (collectively, the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Executive”), the receipt and adequacy of which are is hereby acknowledged, the undersigned Executive does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)Company and each of its parents, and its subsidiaries, parents, affiliates, predecessorssuccessors, successorspartners, associates, heirs, assigns, agents, directors, officers, Executives, shareholdersemployees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Executive now has or may hereafter have against the Releasees, or any of them, by reason reasons of any matter, cause, or thing whatsoever from the beginning of time to the date hereofhereof which arise from or are related to Executive’s employment or service (or termination thereof) with the Company. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from of employment of the undersigned Executive by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amendedExecutive; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Age Discrimination in Employment Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973California Labor Code, the Worker Adjustment employment and Retraining Notification Act, the Immigration Reform civil rights laws of California and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released this Release shall not include operate to release any Claims which Executive may have (i) to payments or benefits under the Employment Agreement, (ii) to any vested and unpaid benefits under any employee benefit plan, including but not limited to any vested and undistributed deferred compensation, (iii) to vested equity compensation awards that remain unpaid or unsettled or to rights Executive has as a Company stockholder, (iv) under any director and officer insurance policy maintained by the Company, (v) under the Company’s charter, by-laws or governing documents, (vi) to indemnification from the Company including without limitation [under that certain Indemnification Agreement dated as of between the Company and Executive]1, (vii) to any claim or right under COBRA or under the Fair Labor Standards Act, (viii) to vested Executive welfare any claim or retirement right for unemployment insurance or workers’ compensation benefits, (iiix) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may arises after Executive signs this Agreement, and (x) any claim that cannot be released by private agreementwaived as a matter of law, including including, without limitation, any claim for unemployment insurance benefitswhistleblower claims under the Corporate and Criminal Fraud Accountability Act of 2002 (▇▇▇▇▇▇▇▇-▇▇▇▇▇), any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, Securities and Exchange Commission Whistleblower Program (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. “Unreleased Claims”). THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE LAWS REGARDING RELEASES CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN CALIFORNIA AND HIS OR HER FAVOR AT THE STATE TIME OF EXECUTING THE UNDERSIGNED’S RESIDENCERELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 1 Include as applicable. THE UNDERSIGNED, BEING AWARE OF SAID LAWSCODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Sources: Employment Agreement (SeaSpine Holdings Corp)

General Release. For a valuable considerationIn consideration of Comcast's execution and delivery of the Comcast/▇▇▇▇▇ Agreement and the Comcast/BTH Agreement each of (i) the ▇▇▇▇▇ Entities and the Company and (ii) each of the BTH Entities, in the receipt case of each of (i) and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”ii), on behalf of itself and each of its Affiliates (including the Company and its subsidiaries) (the "Releasing Parties"), parentseffective as of and conditioned upon the consummation of both the Closing (as defined in the Comcast/▇▇▇▇▇ Agreement) and the Simultaneous Closing (as defined in the Comcast/BTH Agreement), affiliatesexcept as otherwise provided below, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurersreleases and forever holds harmless, and waives and relinquishes from and against all persons acting byobligations, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees expenses and liabilities whatsoever, at law or expenses, of any nature whatsoeverin equity, known or unknown, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned Releasing Parties ever had, now has have or which their successors, predecessors, assigns, heirs, executors and administrators hereafter can, shall or may hereafter have against the Releasees, or any of themthe BTH Entities and the ▇▇▇▇▇ Entities, by reason their Affiliates (including the Company and its subsidiaries), officers, directors, employees, shareholders and their successors or assigns (the "Released Parties") on account or arising out of any matter, cause, cause or thing whatsoever from the beginning of time the world to the date hereofon which the Closing Date (as defined in the Comcast/▇▇▇▇▇ Agreement) and the Simultaneous Closing Date (as defined in the Comcast/BTH Agreement) shall both have occurred. The Claims released herein includeNotwithstanding the foregoing nothing in this Section 2.2 shall release any obligations, without limiting any Claims in any way arising out ofrights, based uponactions, or related to the employment or termination from employment causes of the undersigned by the Releaseesaction, or any of themclaims, includingdemands, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ feesdamages, costs, disbursements, back pay, front pay, reinstatement, expenses or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan liabilities of the Releasees (or any related agreement Released Parties to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions Releasing Parties under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, Option Agreements or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right with respect to any amount owing to the undersigned pursuant to Section 4 judgment previously obtained in any court of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:competent jurisdiction.

Appears in 1 contract

Sources: Shareholders Agreement (Comcast Cellular Corp)

General Release. For a valuable consideration4.1 In consideration for the above, and all of the terms of this Agreement, the receipt Employee, with the intention of binding himself and adequacy of which are hereby acknowledgedhis heirs, executors, administrators, agents, representatives and assigns (hereinafter the undersigned "Releasors"), does hereby release release, remise and forever discharge FNWB and the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”)Bank, and its each of their parents, subsidiaries, parentsaffiliates, affiliatesrelated entities, predecessors, successors, heirsassigns, assignsand each of the current and former employees, officers, directors, executives, members, trustees, representatives, agents, directors, officers, Executives, shareholders, representativesattorneys, lawyersinvestors and insurers of any of the foregoing entities and each of their heirs, insurerssuccessors, executors and administrators and all persons acting by, through, under or and/or in concert with them, or any of them, them (hereinafter the "Releasees") of and from any and all manner of action or actionsclaims, cause or demands, causes of action, actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys' fees, damages, penalties, punitive damages and liability of any nature whatsoever, in law or in equityequity or otherwise, suitswhich any of the Releasors have had, debtsnow have, liensshall or may have, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned now has suspected or may hereafter have against the Releasees, or any of themunsuspected, by reason of any matter, cause, matter or thing whatsoever whatsoever, from the beginning of time the Employee's employment with the Company to the date hereof. The Claims released herein includethe Employee signs this Agreement, without limiting any Claims in any way including those relating to or arising out of, based upon, or related to of the Employee's employment or affiliation with the Company, the terms and conditions of such employment or affiliation, and the termination from of that employment or affiliation. 4.2 By the general release set forth in this Section 4, the Employee acknowledges that he is giving up all claims relating to or arising out of his employment or affiliation with the undersigned by Company, the Releaseesterms and conditions of such employment or affiliation, and the termination of that employment or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable reliefaffiliation, including but not limited to claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent inflection of emotional distress, any and all other torts, and claims for attorneys' fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of as well as the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any following statutory claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federaldescribed below. 4.3 The Employee further acknowledges that various local, state and federal laws prohibit discrimination based on age, gender, sexual orientation, race, color, national origin, religion, disability, and handicap or local statute or ordinance includingveterans status and are included within the scope of this release. These include, without limitationbut are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act Acts of 19911866 and 1871, and the Civil Rights Act of 18661991 (relating to gender, Section 1981 national origin, religion, race and certain other kinds of U.S. Code Title 42job discrimination); the Pregnancy Discrimination Act; the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (relating to age discrimination in employment); the Rehabilitation Act of 1973 and the Americans with Disabilities Act (relating to disability discrimination in employment); and the Washington State Law Against Discrimination (RCW 49.60). The Employee also understands and acknowledges that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Consolidated Omnibus Budget Reconciliation Employee Retirement Income Security Act (excluding claims for vested benefits), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19852002, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform Family and Control Medical Leave Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act)wage and hour laws, whistleblower laws and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seqother laws., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 4.4 The Employee acknowledges that he is giving up any claims he may have under any of the United States Codestatutes or laws referenced in this Section 4 and under any other federal, California Business state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and Professions Code § 17200 hour issues, or in any way pertaining to employment relationships. The Employee also understands and acknowledges that he is giving up any and all claims for benefits not covered by Section 3 of this Agreement including, but not limited to, life insurance, accidental death and disability insurance, sick leave or other employer provided plans or programs; claims for bonuses or other distributions of income or profit; claims for reimbursement; claims for wages; claims for vacation or other leave time; claims relating to retirement, pension and/or profit-sharing plans (excluding claims for vested benefits under the Bank's Equity Incentive Plan, 401(k) Plan, Deferred Compensation Plan, as well as vested rights (if any) to stock options); claims for group health insurance coverage (excluding claims for continued medical insurance coverage and COBRA continuation coverage as detailed in Section 3.2 above); or any other provisions claims. The Employee understands and acknowledges that this general release applies to all such employment-related claims that he now has or may have had to the date he signs this Agreement (except as specifically provided otherwise herein) under any and all applicable federal, state, municipal, county or local laws, ordinances and regulations and any common law claims now or hereinafter recognized. 4.5 The Employee further agrees that neither the Employee nor anyone on his behalf shall or may seek or be entitled to recover reasonable attorneys' fees and costs pursuant to any of the California unfair trade aforementioned federal, state, county, municipal or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinancesor any other such laws or regulations. The Employee understands and acknowledges that the general release set forth in this Section 4 applies to all claims and causes of action, executive orders including but not limited to employment-related claims which the Employee now has or may have had to the date he signs this Agreement except as specifically provided otherwise herein. 4.6 The Employee further agrees that this release includes any other claims, whether or not related to his employment with the Company, arising from any alleged violation of any federal, state or local statute, regulation, ordinance or common law or tort, including but not limited to claims for tortuous interference with contractual relations/advantage, misrepresentation, emotional distress, libel, slander, breach of express or implied contract or covenant of good faith and regulations governing fair dealing (whether written or oral), retaliation, quantum merit, wrongful discharge, promissory estoppel, fraud, negligence, detrimental reliance, assault, battery, mental anguish, personal injury or loss of consortium, past physical injury associated with employment or prohibiting discrimination future manifestations of physical injury incurred during or retaliation upon the basis as a result of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”)employment, and any and all claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may be asserted on his behalf by others (including without limitation by the Equal Employment Opportunity Commission, the Washington State Human Rights Agency or any similar agency). 4.7 This release does not apply to claims that cannot be released by private agreementthis Agreement, including without limitationclaims for worker's compensation, any claim for unemployment insurance benefits claims, or vested retirement benefits, nor does it waive or release any workers’ compensation claim and rights or claims that the Employee may have under the Age Discrimination in Employment Act which arise after the date he signs this Agreement. This release does not prevent the Employee from filing a charge with or participating in any claim for indemnification under California Labor Code Sections 2800 investigation or 2802proceeding conducted by the Equal Employment Opportunity Commission, the Company and/or its parentsWashington State Human Rights Agency, subsidiaries the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or affiliate’s bylawsany other federal, articles state or insurance policieslocal government agency or commission ("Government Agency"), (iv) although this release does waive the Employee's right to any rights monetary or other relief of any nature whatsoever in connection with any such charge, investigation or proceeding to the undersigned extent permitted by law. Notwithstanding any other provision in this Section 4, the Employee waives any right he may have to bring, or participate in, any collective action or class action against the Company or the other Releasees in his capacity as an employee or former employee of the Company. The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be indemnified conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit the Employee's right to receive an award for information provided to any Government Agencies. 4.8 The Employee represents that he: (i) has not filed any civil actions, lawsuits, complaints, charges or claims for relief or benefits against or involving the Company or any of its affiliates by operation of law the other Releasees with any local, state or pursuant to the organizational agreements of the Company and/or its affiliates; federal court, regulatory body or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________administrative agency that are currently outstanding, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:other than a claim for unemployment compensation benefits;

Appears in 1 contract

Sources: Separation Agreement (First Northwest Bancorp)

General Release. For As a valuable considerationmaterial inducement to the Company to enter into this Release and in consideration of the payments to be made by the Company to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy assigns, and with full understanding of which are hereby acknowledgedthe contents and legal effect of this Release and having the right and opportunity to consult with his counsel, releases and discharges each member of the undersigned does hereby release Company Group, each of their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, divisions, affiliates, and forever discharge all employee benefit plans sponsored by or contributed to by any member of the “Releasees” hereunder, consisting of Corphousing Company Group Inc. (the “Company”including any fiduciaries thereof), and all related entities of any kind or nature, and its subsidiaries, parents, affiliates, and their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has (through the Effective Date and, upon reaffirmation of this Release, through the Separation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or may hereafter have against the Releaseesand whether arising in tort, contract, statute, or equity, before any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, local, or local occupational safety private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy; provided, however, and health laws subject to Paragraph 4below, the Release is not intended to and does not limit the Executive’s right to file a charge or regulationsparticipate in an investigative proceeding of a governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to make this Release as broad and as general as the law permits, this Release specifically includes, but is not limited to, and is intended to explicitly release, any and all as amended; subject matter and claims arising from or in connection with any alleged violation by any of any federal, state the Released Parties under the Employment Agreement or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act Acts of 19911866 and 1991 and Executive Order 11246, the Civil Rights Act of 1866which prohibit employment discrimination based on race, Section 1981 of U.S. Code Title 42color, the Consolidated Omnibus Budget Reconciliation Act of 1985religion, the Equal Pay Actsex, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, or national origin; the Age Discrimination In in Employment Act (including of 1967 and the Older Workers Benefit Protection Act of 1990), which prohibit employment discrimination because of age against individuals who are 40 years of age or older; the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07which prohibits sex-based wage discrimination against men and women who perform substantially equal work in the same establishment; the Americans with Disabilities Act of 1990 (ADA), Florida Statuteswhich prohibits employment discrimination against qualified individuals with disabilities in the private sector, or and in state and local governments; and Sections 501 and 505 of the Florida ConstitutionRehabilitation Act of 1973, each which prohibit federal contractors to discriminate in employment against qualified individuals with disabilities; the Genetic Information Nondiscrimination Act (▇▇▇▇) of May 21, 2008, which prohibits discrimination against employees based on genetic information; the Family and Medical Leave Act, which protects employees’ rights to medical and family leave; the Uniformed Services Employment and Reemployment Rights Act (USERRA); the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (VEVRAA); the Constitution of Puerto Rico, which prohibits discriminatory treatment; Law 69 of July 6, 1985, which prohibits employment discrimination on the basis of sex; Law 17 of April 22, 1988, which prohibits sexual harassment in employment; Law 100 of June 30, 1959, as amended, and all other state and local statutes, ordinances, executive orders and regulations governing which prohibits employment or prohibiting discrimination or retaliation upon the basis of based on age, race, color, sex, marital status, social or national origin, religionsocial condition, disability political affiliation, political or religious beliefs, or against an employee for being a victim or being perceived as a victim of domestic violence, sexual aggression or stalking, or based on sexual orientation or gender identity; Law 116 of December 20, 1991; Law 44 of July 2, 1985, which prohibits employment discrimination against qualified individuals with disabilities or under any other unlawful factor. Notwithstanding local, state or federal law which prohibits discrimination, harassment or retaliation; Act 139 of June 26, 1968 (SINOT); Act 45 of April 18, 1935 (State Insurance Fund); the generality Employee Retirement Income Security Act of 1974 (ERISA); the foregoingWorkers Adjustment Retraining and Notification Act (WARN); the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA); the Federal Bankruptcy Act; the Insurance and the Civil Codes of Puerto Rico; Law 80 of May 30, the Claims released shall not include 1976; Law 379 (iDays and Hours of Work); Law 96 of June 26, 1956 (Minimum Wage); Law 180 of July 27, 1998 (vacation and sick leave) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; other federal, state or local (iiiincluding Puerto Rico) any claim laws, whether based on statute, regulation or right that may not be released by private agreementcommon law, including without limitation, any claim for unemployment insurance benefits, any providing workers’ compensation claim benefits; restricting an employer’s right to terminate employees or otherwise regulating employment; or enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; providing recourse for alleged wrongful discharge, harassment or discrimination, physical or personal injury, emotional distress, fraud, negligent misrepresentation, libel, slander, defamation and similar or related claims and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for indemnification under California Labor Code Sections 2800 wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or 2802any other claim, arising out of or in connection with or involving his employment with the Company, the Company and/or its parentstermination of his employment with the Company, subsidiaries or affiliate’s bylawsinvolving any other matter, articles or insurance policies, (iv) any rights including but not limited to the undersigned may have to be indemnified by continuing effects of his employment with the Company or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of its affiliates by operation of law or pursuant action that are unknown to the organizational agreements releasing or discharging party at the time of execution of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by release and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCEdischarge. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:The Executive hereby expressly waives,

Appears in 1 contract

Sources: Separation Agreement (EVERTEC, Inc.)

General Release. (a) For a valuable considerationand in consideration of the Severance Payment and the Purchase Price, the receipt and adequacy Executive hereby agrees on behalf of which are hereby acknowledgedthe Executive, the undersigned does hereby release and forever discharge the “Releasees” hereunderExecutive's agents, consisting of Corphousing Group Inc. (the “Company”)assignees, and its subsidiaries, parents, affiliates, predecessorsattorneys, successors, heirsassigns, assignsheirs and executors, to, and the Executive does hereby, fully and completely forever release the Company and its affiliates, predecessors and successors and all of their respective past and/or present officers, directors, shareholders, partners, members, managing members, managers, employees, agents, directors, officers, Executives, shareholders, representatives, lawyersadministrators, insurersattorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the "Releasees"), from any and all persons acting bycauses of action, throughsuits, under agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which the Executive or in concert with themthe Executive's heirs, executors, administrators, successors and assigns ever had, now have or may have against the Releasees or any of them, of and from any and all manner of action in law, admiralty or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknownunknown to the Executive, fixed or contingent (hereinafter called “Claims”)for, which the undersigned now has or may hereafter have against the Releaseesupon, or any of them, by reason of of, any matter, causeaction, omission, course or thing whatsoever from the beginning of time occurring up to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned this Agreement is signed by the Releasees, or any of themExecutive, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay in connection with or in relationship to the Executive's employment or other benefitsservice relationship with the Company or its affiliates, the termination of any such employment or service relationship and any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates; PROVIDED that such released claims shall not include any claim for monetary or equitable relief, including but not limited claims to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatementenforce the Executive's rights under, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan with respect to, this Agreement (such released claims are collectively referred to herein as the "Released Claims"). (b) Notwithstanding the generality of clause (a) above, the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance includingReleased Claims include, without limitation, (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Civil Rights Fair Labor Standards Act, the Employee Retirement Income Security Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act1974, the Americans with Disabilities Act, Sections 503 the Family and 504 of the Rehabilitation Medical Leave Act of 19731993, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the Worker Adjustment common law, including compensatory damages, punitive damages, attorney's fees, costs, expenses and Retraining Notification Actall claims for any other type of damage or relief. (c) THIS MEANS THAT, BY SIGNING THIS AGREEMENT, THE EXECUTIVE WILL HAVE WAIVED ANY RIGHT HE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT. (d) The Executive represents that the Immigration Reform Executive has read carefully and Control Actfully understands the terms of this Agreement, and that the Executive has been advised to consult with an attorney and has had the opportunity to consult with an attorney prior to signing this Agreement. The Executive acknowledges that the Executive is executing this Agreement voluntarily and knowingly and that the Executive has not relied on any representations, promises or agreements of any kind made to the Executive in connection with the Executive's decision to accept the terms of this Agreement, other than those set forth in this Agreement. The Executive acknowledges that the Executive has been given at least twenty-one (21) days to consider whether the Executive wants to sign this Agreement and that the Age Discrimination in Employment Act gives the Executive the right to revoke this Agreement within seven (7) days after it is signed, and the Executive understands that the Executive shall not receive any payments due the Executive under this Agreement until such seven (7) day revocation period (the "Revocation Period") has passed and then, only if the Executive has not revoked this Agreement within such period. To the extent the Executive has executed this Agreement within less than twenty-one (21) days after its delivery to the Executive, the Executive Retirement Income Security Act (including hereby acknowledges that the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right Executive's decision to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option execute this Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant prior to the organizational agreements expiration of the Company and/or its affiliates; or such twenty-one (v21) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:day period was entirely voluntary.

Appears in 1 contract

Sources: Separation Agreement (Walter Industries Inc /New/)

General Release. For a valuable considerationIn consideration of Comcast's execution and --------------- delivery of the Comcast/▇▇▇▇▇ Agreement and the Comcast/BTH Agreement each of (i) the ▇▇▇▇▇ Entities and the Company and (ii) each of the BTH Entities, in the receipt case of each of (i) and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”ii), on behalf of itself and each of its Affiliates (including the Company and its subsidiaries) (the "Releasing Parties"), parentseffective as of and conditioned upon the consummation of both the Closing (as defined in the Comcast/▇▇▇▇▇ Agreement) and the Simultaneous Closing (as defined in the Comcast/BTH Agreement), affiliatesexcept as otherwise provided below, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurersreleases and forever holds harmless, and waives and relinquishes from and against all persons acting byobligations, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees expenses and liabilities whatsoever, at law or expenses, of any nature whatsoeverin equity, known or unknown, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned Releasing Parties ever had, now has have or which their successors, predecessors, assigns, heirs, executors and administrators hereafter can, shall or may hereafter have against the Releasees, or any of themthe BTH Entities and the ▇▇▇▇▇ Entities, by reason their Affiliates (including the Company and its subsidiaries), officers, directors, employees, shareholders and their successors or assigns (the "Released Parties") on account or arising out of any matter, cause, cause or thing whatsoever from the beginning of time the world to the date hereofon which the Closing Date (as defined in the Comcast/▇▇▇▇▇ Agreement) and the Simultaneous Closing Date (as defined in the Comcast/BTH Agreement) shall both have occurred. The Claims released herein includeNotwithstanding the foregoing nothing in this Section 2.2 shall release any obligations, without limiting any Claims in any way arising out ofrights, based uponactions, or related to the employment or termination from employment causes of the undersigned by the Releaseesaction, or any of themclaims, includingdemands, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ feesdamages, costs, disbursements, back pay, front pay, reinstatement, expenses or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan liabilities of the Releasees (or any related agreement Released Parties to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions Releasing Parties under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, Option Agreements or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right with respect to any amount owing to the undersigned pursuant to Section 4 judgment previously obtained in any court of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:competent jurisdiction.

Appears in 1 contract

Sources: Shareholders Agreement (Jones Glenn R Et Al)

General Release. For a valuable considerationThe Employee hereby, the receipt for himself, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and adequacy of which are hereby acknowledgedother persons or entities acting or purporting to act on his behalf, the undersigned does hereby release irrevocably and unconditionally releases, acquits and forever discharge discharges the “Releasees” hereunderCompany, consisting of Corphousing Group Inc. (the “Company”)its affiliates, and its subsidiaries, parentsdirectors, affiliatesofficers, employees, shareholders, partners, agents, representatives, predecessors, successors, heirs, assigns, agents, directors, officers, Executives, shareholders, representatives, lawyers, insurers, attorneys, benefit plans sponsored by the Company and all persons acting bysaid plans’ fiduciaries, throughagents and trustees, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now Employee has, has had, or may hereafter in the future claim to have against the Releasees, or any of them, Company by reason of any matterof, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based uponrelated to, or related resulting from Employee’s employment with the Company or the termination thereof. This release specifically includes without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to the employment compensation or termination from employment of the undersigned by the Releasees, or any of them, includingbenefits. This specifically includes, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay which the Employee has or other benefits; any claim for monetary or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits has had under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991as amended, the Civil Rights Act of 1866Age Discrimination in Employment Act, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Actas amended, the Americans with Disabilities Act, Sections 503 as amended, and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Employee Retirement Income Security Act (including of 1974, as amended. It is understood and agreed that the Genetic Information Nondiscrimination Act)waiver of benefits and claims contained in this Section does not include a waiver of the right to payment of any vested, nonforfeitable benefits to which the Employee or a beneficiary of the Employee may be entitled under the terms and provisions of any employee benefit plan of the Company which have accrued as of the Separation Date and does not include a waiver of the right to benefits and payment of consideration to which the Employee may be entitled under this Separation Agreement. The Employee acknowledges that he is entitled only to the benefits and compensation set forth in this Separation Agreement, and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, that all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or other claims for any other provisions of the California unfair trade benefits or business practices laws, the California Occupational Safety compensation are hereby waived and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination except those expressly stated in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, this Separation Agreement or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factorimmediately preceding sentence. Notwithstanding the generality of the foregoing, the Claims released Employee shall not include release but shall retain his rights to (i) any claim or right coverage under the Company’s director’s and officer’s fiduciary errors and omissions and other liability insurance policies that by their terms would apply to vested Executive welfare or retirement benefitshis acts and omissions while serving the Company, its subsidiaries and affiliates, (ii) any indemnification arrangements with the undersignedCompany (including pursuant to the Company’s rights under By-laws) that apply to his service to the Stock Option Agreement (as amended from time to timeCompany, the “Equity Agreements”)its subsidiaries and affiliates, and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private claims arising from a breach of this agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights his vested benefits under the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or Company’s plans, and (v) his rights as an option holder and shareholder of the undersigned’s right Company. The Company acknowledges that by entering into this Agreement, Employee does not admit to any amount owing to the undersigned pursuant to Section 4 lawful or tortious conduct or any other wrongdoing. The Company further agrees that neither this Agreement nor any action taken in connection with this Agreement will constitute an admission or any evidence of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:unlawful or tortious conduct or wrongdoing on Employee’s part.

Appears in 1 contract

Sources: Separation Agreement (Agl Resources Inc)

General Release. For a valuable considerationa. Executive, for himself, his marital community and children, and his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, and anyone claiming through them (collectively, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the Releasees” hereunder, consisting of Corphousing Group Inc. (the “CompanyExecutive Releasors”), forever releases and discharges the Company, and any of its divisions, affiliates, subsidiaries, parents, affiliates, predecessors, successorssuccessors and assigns, heirsand, assignswith respect to such entities, their officers, directors, managers, members, employees, agents, directorsstockholders, officersadministrators, Executives, shareholdersgeneral or limited partners, representatives, lawyersattorneys, insurersinsurers and fiduciaries, past, present and all persons acting byfuture (collectively, throughthe “Company Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expenses, and costs actually incurred) of any nature whatsoever, in law or equity, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which that the undersigned Executive Releasors ever had, now has have or hereafter can, shall or may hereafter have against the Releaseeshave, for, upon, or any of them, by reason of any matter, causecause or thing whatsoever, up to and including the date the parties execute this Agreement, whether known or unknown to Executive, and whether vicarious, derivative, or thing whatsoever from direct (the beginning “General Release”). For the avoidance of time to the date hereof. The Claims doubt, such released herein claims include, without limiting limitation, any Claims in any way and all claims arising out of, based upon, or related to the of Executive’s employment or termination from employment of the undersigned by the ReleaseesCompany and the termination of such employment, including any claims for unpaid wages, commissions, bonuses, incentive pay, vacation pay, legal fees, severance or other compensation, or any claims arising under or for alleged violation or breach of themany contract, express or implied, including, without limitation, the Employment Agreement, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay benefit or other benefits; any claim for monetary stock or equitable relief, including but not limited to attorneys’ fees, costs, disbursements, back pay, front pay, reinstatementequity plan, or expert’s fees; any claim for benefits under any stock option covenant of good faith and fair dealing, express or other equity-based incentive plan of the Releasees (implied, or any related agreement to which any Releasee is a party); any alleged tort, whether intentional or unintentional, including, without limitation, defamation, intentional infliction of emotional distress, fraud and breach of any express or implied contract of employment; any alleged torts (whether intentional, negligentduty, or otherwise); any alleged legal restrictions restriction on Releaseethe Company’s right to terminate the employment of the undersigned; any claims under federalemployees, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute other governmental statute, regulation, or ordinance ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 199142 U.S.C. Section 2000e et seq., the Civil Rights Act of 1866Age Discrimination in Employment Act, Section 1981 of U.S. Code Title 4229 U.S.C. 621 et seq. (“ADEA”), the Consolidated Omnibus Budget Reconciliation Act of 1985Older Workers Benefit Protection Act, the Equal Pay Fair Labor Standards Act, 29 U.S.C. Section 201 et seq.(“OWBPA”), the Americans with Disabilities Act, Sections 503 and 504 of 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et seq., the Rehabilitation Act of 1973, 29 U.S.C. Section 701 et seq., the Worker Adjustment Family and Retraining Notification Medical Leave Act of 1992, 29 U.S.C. Section 2601 et seq., the Colorado Anti-Discrimination Act, the Immigration Reform and Control ActColorado Minimum Wage Order, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Colorado Labor Relations Act, the Colorado Labor Peace Act, the Nevada Fair Employment Practices Act, the Nevada Equal Pay Act, the Nevada Wage and Hour Laws, the Nevada Minimum Wage Law and the Colorado and Nevada constitutions, each as amended. Notwithstanding anything else herein to the contrary, this Section 4 shall not affect and does not release: (i) any claims indemnification or for coverage under office and director liability policies, if applicable; (ii) any claims that cannot be waived by applicable law; and (iii) any right by Executive to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”), subject to the restriction that if any such charge is filed, Executive agrees not to violate the confidentiality provisions of the Agreement and further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, ▇▇▇ or cause to permit to be field any charge with the EEOC, or any civil action, suit or legal proceeding, against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including, but not limited to, a monetary award, recovery, relief or settlement) in such charge, civil action, suit or proceeding. Executive agrees that this Section 4 supersedes and amends the definition of the term “Release” under Paragraph 17 of the Employment Agreement. b. Executive acknowledges and agrees that in accordance with the terms of the Age Discrimination In in Employment Act (including “ADEA”), as amended by the Older Workers Benefit Protection Act of 1990)Act: i. Executive has read and understands this Agreement and knowingly and voluntarily entered into this Agreement without fraud, duress, or any undue influence. ii. Executive acknowledges that by this Agreement, the Americans With Disabilities ActCompany has advised Executive in writing to consult with an attorney before signing this Agreement. iii. Executive understands the language of this Agreement and its meaning, particularly with respect to Executive’s waiver and release of any claims against the Company under the ADEA. iv. Executive has been afforded twenty one (21) calendar days to consider the terms of this Agreement, but may voluntarily elect to sign the Agreement in a shorter period of time. v. Executive has seven (7) calendar days following his execution of this Agreement to revoke the Agreement, and the Agreement will not become effective or enforceable until the seven (7) day period has expired. Executive may revoke the Agreement by ensuring written notice of revocation is received by the Company by 5:00 p.m. on the seventh (7th) calendar day following the execution of this Agreement. Following any such revocation, this Agreement shall be deemed null and void and of no legal force. vi. Executive is not waiving any rights or claims that may arise after the date this Agreement is executed. c. For the purpose of implementing a full and complete release and discharge of the Company Releasees, the California Fair Employment and Housing Act (as amended)parties expressly acknowledge that the General Release is intended to include in its effect, Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, all claims or other matters described in this Section 4 that the Executive Releasors do not know or suspect to exist in their favor at the time of execution hereof, and that the releases contained in this Section 4 contemplate the extinguishment of any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 all such claims or 2802, the other such matters. The Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have Releasees that are not parties to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements this Agreement are third-party beneficiaries of the Company and/or release and are entitled to enforce its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:provisions.

Appears in 1 contract

Sources: Separation Agreement (MusclePharm Corp)