Common use of General Release Clause in Contracts

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 3 contracts

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

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General Release. In consideration for of the payments and benefits specified described in Section 6.2(a) or Section 6.2(b)3 and for other good and valuable consideration, as applicable Employee, on behalf of the Employment AgreementEmployee and Employee’s representatives, Employee agrees to unconditionallyagents, irrevocablyheirs, executors, administrators, successors and assigns, releases and forever fully release, waive, and discharge the Bank and discharges the Company, its parents, its subsidiaries, its affiliates, and each its related entities, and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, respective predecessors, successors, assigns, representatives, agents, counsel, insurers, shareholders, members, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents employees (and the whether past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assignsor future) (collectively all of the foregoing collectively, are referred to as the “Released PartiesReleasees”) from and against any from: Any and all claims, actionscomplaints, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsdamages, and damages suits that Employee has or may have for any reason whatsoever, in law or in equity, against the Releasees arising out of or in connection with any kind event, transaction, or nature whatsoevermatter occurring or existing on or before the date Employee executes this Agreement, whether based upon statutory claim, common law, contract, tort, public policy, or other basis, whether known or unknown, foreseen direct or unforeseenindirect, which Employee ever hadabsolute or contingent, now has including without limitation any claims arising under or may claim related to have against any federal, state, local, or all of the Released Parties forother law or ordinance concerning civil rights, upon discrimination, retaliation, labor, employment, or by reason of any fact, other matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way claims related to Employee’s employment with the Bank or termination of employment and any claims for attorneys’ fees, wages, bonus(es), compensation, other sums of money or payments, leave, benefits, or any other obligation or liability whatsoever, except for the Company, the termination of that employment, or an alleged breach of the Employment ’s promises made in this Agreement. This General Release specifically includesEmployee acknowledges that Employee has not requested any statutory leave that has not been provided. Further, but Employee understands that this is not limited toa general release and intends that this release shall discharge the Releasees to the maximum extent permitted by law. For example, this release waives any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, claims under Title VII of the Civil Rights Act, the Age Discrimination in Employment Equal Pay Act of 1963, the Americans with Disabilities Act, the Reconstruction Era Civil Rights Act of 1866, the Family and Medical Leave Act, the California Fair Employment and Housing Employee Retirement Income Security Act, the California National Labor CodeRelations Act, the California Business and Professions CodeWashington Law Against Discrimination, Chapter 659A of the Oregon Revised Status, the California constitutionOregon Family Medical Leave Act, and the Oregon Unlawful Discrimination Against Persons With Disabilities Law, all as amended, and any claims at common lawsimilar federal, state, county or city ordinances. Employee further knowingly represents that Employee has not filed, and willingly agrees not to waive file, any lawsuit or other action seeking monetary or other relief for Employee based on any claims lawfully released in this Agreement. To the provisions and protections of Section 1542 of the California Civil Codemaximum extent permitted by law, which reads: “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.” This General Release covers not only Employee also waives any and all rights to recover and will not accept, any monetary or other relief for Employee concerning the claims by Employee against the Bank and the Company, and the other persons and entities lawfully released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeAgreement.

Appears in 2 contracts

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

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Separation Payments provided to you under the Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Companyyou, and each of your heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge the Company Group and its parent, and each of their subsidiaries, affiliates and joint venture partners, and all of their past, present, past and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignspresent directors, officers, directorsemployees, managersconsultants, employeesfounders, owners, shareholders, representatives, members, shareholdersattorneys, owners, representatives, attorneyspartners, insurers, reinsurersbenefit plans and agents, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents all of any such parent companies, subsidiaries, related entities, affiliates, their predecessors, successorssuccessors and assigns (collectively, and assigns) (collectively the “Released PartiesReleasees”) from and against any and all claims, actions, causes of action, suits, demandscontroversies, contractscross-claims, agreementscounter-claims, rights, judgments, obligations, lossescompensatory damages, compensationliquidated damages, wagespunitive or exemplary damages, penaltiesany other damages, demands, accountings, debts, claims for costs and attorneys’ fees, losses or liabilities of whatever kind or character in law and in equity and any other liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen suspected or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason unsuspected of any factnature whatsoever (collectively, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), including, without limitation, any claim Claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or obligation foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising from or in any way related to Employee’s (i) your employment with the Bank Company Group or the Company, the termination of that such employment, or an alleged breach at any time prior to the Effective Date and/or the Reaffirmation Date (as applicable), (ii) any agreement entered into as part of your employment with the Company Group with any of the Employment 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. This General Release specifically includes, but is not limited to, any claim for discrimination or violation The Releasors further agree that the Separation Payments will be in full satisfaction of any statutes, rules, regulations and all Claims for payments or ordinancesbenefits, whether federalexpress or implied, state or local, including, but that the Releasors may have against the Releasees arising out of your employment with the Company Group and the termination thereof. This Section 9(a) does not limited to, Title VII apply to any Claims that the Releasors may have as of the Civil Rights Act, Effective Date arising under the Age Discrimination in Employment ActAct of 1967, as amended by the Reconstruction Era Civil Rights ActOlder Workers Benefit Protection Act of 1990, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companyas amended, and the other persons applicable rules and entities released regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in this General Release, but, to Section 9(f) of the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeAgreement.

Appears in 2 contracts

Samples: Letter Agreement (Amplify Energy Corp), Letter Agreement (Amplify Energy Corp)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the CompanyI, and each of my respective heirs, executors, administrators, representatives, agents, successors and all assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Company Group”) and each of their pastrespective officers, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, successors and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) assigns from and against any and all claims, actions, causes of action, suitsrights, judgments, obligations, damages, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages accountings or liabilities of any whatever kind or nature whatsoevercharacter (collectively, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), 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 arising from 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 benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to Employee’s or arising out of any aspect of my employment with the Bank or the CompanyCompany Group, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans 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 Reconstruction Era Civil Rights Act, Constitution of the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, United States or of any particular State; and any claims at other law, common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 or statutory, of the California Civil CodeUnited States, which reads: or any particular State; any claim for 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 hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all 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 benefits described in the Employee’s Employment Agreement dated , 20 (the 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 RELEASEEmployment Agreement”), AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only shall be in full satisfaction of any and all claims by Employee Claims for payments or benefits, whether express or implied, that the Releasors may have against the Bank Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeetermination thereof.

Appears in 2 contracts

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

General Release. In consideration (a) Casablanca on behalf of itself and for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their pastits past and present affiliated, presentassociated, related, parent and future parent companies, subsidiaries, related subsidiary entities, affiliates, predecessorsjoint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, members, shareholders, ownersadvisors, representativesconsultants, attorneys, insurersheirs, reinsurersexecutors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and agents any other person claiming (and now or in the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents future) through or on behalf of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) of said persons or entities (collectively the “Released PartiesPersons) ), irrevocably and unconditionally releases, settles, acquits and forever discharges the Company and all of its Released Persons, from and against any and all causes of action, claims, actions, causes of actionrights, suitsjudgments, obligations, damages, amounts, demands, contracts, agreements, obligations, losses, compensationcontroversies, wagescontentions, penaltiescomplaints, liabilitiespromises, rightsaccountings, bonds, bills, debts, dues, sums of money, expenses, specialties and damages 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 or nature whatsoever, whether known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever hadin their own right, now has representatively, derivatively or may claim in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (collectively, the “Claims”), based on any event, fact, act, omission, or failure to have against act by the Company or any or all of the Company’s Released Parties forPersons, upon whether known or by reason of any factunknown, matter, injury, incident, circumstance, cause occurring or thing whatsoever, from existing prior to the beginning of time up to and including the date of Employee’s execution of this Release Agreement; provided, includinghowever, without limitationthis release and waiver of Claims shall not include Claims to enforce the terms of this Agreement; provided, any claim or obligation arising from or further, that this waiver and release of Claims shall not prohibit Casablanca’s receipt of proceeds in any way related to Employee’s employment class action lawsuit initiated by a person unaffiliated with Casablanca on the Bank or same basis as the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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’s other non-initiating stockholders within such class.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 2 contracts

Samples: Agreement (Cliffs Natural Resources Inc.), Agreement (Casablanca Capital LP)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the CompanyI, and each of my respective heirs, executors, administrators, representatives, agents, successors and all assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Company Group”) and each of their pastrespective officers, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, successors and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) assigns from and against any and all claims, actions, causes of action, suitsrights, judgments, obligations, damages, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages accountings or liabilities of any whatever kind or nature whatsoevercharacter (collectively, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), 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 arising from 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 benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to Employee’s or arising out of any aspect of my employment with the Bank or the CompanyCompany Group, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans 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 Reconstruction Era Civil Rights Act, Constitution of the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, United States or of any particular State; and any claims at other law, common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 or statutory, of the California Civil CodeUnited States, which reads: or any particular State; any claim for 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 hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all 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 benefits described in the Employee’s Employment Agreement dated _____, 20__ (the 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 RELEASEEmployment Agreement”), AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only shall be in full satisfaction of any and all claims by Employee Claims for payments or benefits, whether express or implied, that the Releasors may have against the Bank Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeetermination thereof.

Appears in 2 contracts

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

General Release. In consideration exchange for the payments Release Pay set forth in Paragraph 1 above, and benefits specified other consideration provided to you in Section 6.2(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees you hereby agree unconditionally to unconditionallyrelease, irrevocablyacquit, and forever fully releasedischarge Casey's, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesits parents, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) , and all of their current and former owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, agents, representatives, and attorneys, and any persons acting by, through, under, or in concert with any of them, and all successors and assigns thereof (collectively the “collectively, "Released Parties") from and against any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, demandsrights, contractsentitlements, agreements, obligationscosts, losses, compensation, wages, penalties, liabilities, rightsdebts, and damages expenses (including attorneys' fees and legal expenses), of any kind or nature whatsoever, whether or not you know about them at the time this Agreement becomes effective and enforceable, and even if you would not have entered into this Agreement had you known or unknown, foreseen or unforeseenabout them, which Employee ever had, you now has have or may later claim to have against any or all of the Released Parties forParties, upon individually or by reason collectively, because of any fact, matter, injuryact, incidentomission, circumstancetransaction, cause occurrence, or thing whatsoever, from the beginning of time event that has or is alleged to have occurred up to and including the date of Employee’s execution of you sign this Release Agreement, including, without limitation, any claim or obligation arising from or Agreement and is related in any way related to Employee’s Casey’s, its operations, your employment with the Bank or the Company, the termination of that employmentCasey’s, or an alleged breach your separation from said employment (collectively, "Claims"). You hereby waive any right to receive any benefits or remedial relief as a consequence of any Claims filed with or by the Equal Employment Agreement. This General Release specifically includes, but is not limited toOpportunity Commission, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, other state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 federal agency or reinstatement asserted on Employee’s behalf by any other person or entityentity (governmental or otherwise), including, without limitation, including any government agency, and Employee expressly waives class or collective action lawsuit or complaint filed by any individual or entity against any of the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeReleased Parties.

Appears in 2 contracts

Samples: Employment Agreement (Caseys General Stores Inc), Restricted Stock Units Agreement (Caseys General Stores Inc)

General Release. a. In consideration for of the payments and benefits specified (less all applicable withholdings) set forth in Section 6.2(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees to unconditionallyExecutive, irrevocablyon behalf of himself and his agents, heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever fully release, waive, and discharge the Bank and discharges the Company, Forterra, Forterra US Holdings, LLC, Concrete Holdings, Lone Star Fund IX (U.S.), L.P., Xxxxxx Advisors, L.P., and each and all of their pastrespective parents, present, and future parent companies, subsidiaries, related entities, subsidiaries or affiliates, predecessors, successors, assignstogether with each of their current and former principals, officers, directors, managers, employees, memberspartners, shareholders, owners, representatives, attorneys, insurersagents, reinsurersrepresentatives and employees, and agents (and the past, presenteach of their respective affiliates, and future officerseach of the above listed person’s heirs, directorsexecutors, managerssuccessors and assigns whether or not acting in his or his representative, employeesindividual or any other capacity (each a “Releasee” and, memberscollectively, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesReleasees) ), to the fullest extent permitted by law, from and against any and all claimsdebts, demands, actions, causes of actionactions, suitsaccounts, demandscovenants, contracts, agreements, obligationsclaims, lossesdamages, compensationcosts, wagesexpenses, penaltiesomissions, liabilities, rightspromises, and damages of any kind or nature and all claims and liabilities whatsoever, whether of every name and nature, known or unknown, foreseen suspected or unforeseenunsuspected, both in law and equity (collectively, the “Claims”), including but not limited to those which Employee Executive ever had, now has has, or may hereafter claim to have against any or all of the Released Parties for, upon or Releasees by reason of the Executive’s employment with the Company, the cessation thereof, the Award Agreement, the LTIP, or any fact, other matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever relating thereto arising from the beginning of time up to and including the date time he signs this Agreement (the “General Release”). The General Release shall apply to any Claim of Employee’s execution of this Release Agreementany type, including, without limitation, any claim or obligation arising from or in Claims with respect to Executive’s entitlement to any way related to Employee’s employment with the Bank or the Companywages, the termination of that employmentbonuses, benefits, payments, or an alleged other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the Employment Agreement. This General Release specifically includescovenant of good faith and fair dealing, but is not limited to, any claim for discrimination or violation of public policy, defamation, personal injury, or emotional distress; any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights ActAct of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Reconstruction Era Civil Rights Americans With Disabilities Act, the California Fair Employment Family and Housing Medical Leave Act, the California Labor CodeExecutive Retirement Income Security Act, the California Business and Professions CodeFair Labor Standards Act, the California constitutionfederal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other federal, state or local statutes, regulations, 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 Executive, and any claims at common law. Employee shall further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, includingapply, without limitation, to any government agencyand all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Releasee and Employee expressly waives to any Claims fraud or fraud in the right inducement or fraudulent misrepresentation in relation to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeematters.

Appears in 2 contracts

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

General Release. In consideration for For a valuable consideration, the payments receipt and benefits specified in Section 6.2(a) or Section 6.2(badequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge CarLotz, Inc., a Delaware corporation (the “Company”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company’s affiliated, related, parent and each subsidiary corporations, as well as their respective past and all of their past, present, and future parent companiespresent parents, subsidiaries, related entitiesaffiliates, affiliatesassociates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors, managersheirs and all persons acting by, employeesthrough, membersunder, shareholdersor in concert with them, ownersor any of them (hereinafter, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesReleasees) ), of and from and against any and all claims, manner of action or actions, cause or causes of action, in law or in equity, suits, demandsdebts, liens, contracts, agreements, obligationspromises, liability, claims, demands, damages, losses, compensationcosts, wagesattorneys’ fees or expenses, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called “Claims”), which Employee ever had, the undersigned now has or may claim to hereafter have against the Releasees, or any or all of the Released Parties forthem, upon or by reason of any fact, matter, injurycause, 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 the generality of Employeethe 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, 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 or other alleged legal restrictions on Releasee’s execution right to terminate the employment of this Release Agreementthe undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Reconstruction Era 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, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 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, as 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 Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx 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 False Claims Act, 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, § 2.2-3900, et seq. of the California Business Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and Professions Code, the California constitution, regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this General Release of Claims (the “Release”) shall not operate to release any Claims which the undersigned may have to (a) payments or benefits under Section 4 of the undersigned’s employment agreement with the Company, dated as of Xxxxx 00, 0000 (x) 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 claims at common that may not be released by the undersigned as a matter of law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil CodeTHE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, which readsWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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 WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR.” This General Release covers not only any and all claims by Employee against the Bank and the CompanyTHE UNDERSIGNED, and the other persons and entities released in this General ReleaseBEING AWARE OF SAID CODE SECTION, butHEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, to the extent permitted by applicable lawAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

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

General Release. In For and in consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of Severance Benefits to be made to you under the Employment Agreement, Employee agrees to unconditionallyyou hereby agree on behalf of yourself, irrevocablyyour agents, and forever fully releaseassignees, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessorsattorneys, successors, assigns, heirs and executors, to, and you do 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, partners, members, managing members, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representativesadministrators, attorneys, insurers, reinsurers, insurers and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Released PartiesReleasees) ), from and against any and all claims, actions, causes of action, suits, demandsagreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, agreementsvariances, obligationstrespasses, lossesextents, compensation, wages, penalties, liabilities, rights, executions and damages demands of any kind whatsoever, which you or nature whatsoeveryour heirs, executors, administrators, successors and assigns ever had, now have or may have hereafter against the Releasees or any of them, in law, admiralty or equity, whether known or unknownunknown to you, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon upon, or by reason of of, any fact, matter, injuryaction, incidentomission, circumstance, cause course or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementwhatsoever occurring, including, without limitation, any claim or obligation arising from in connection with or in any way related relationship to Employee’s your employment or other service relationship with the Bank Company or the Companyits affiliates, the termination of that employment, any such employment or an alleged breach of service relationship and any applicable employment or compensatory arrangement with the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination Company or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Actits affiliates (collectively, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any Released Claims”); provided that such damages or reinstatement. This General Release does Released Claims shall not include any claims that cannot lawfully be waived to enforce your rights under, or released with 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 without limitation your rights under (i) tax receivable agreements, (ii) documents or laws which relate to corporate governance, and/or (iii) documents or laws which are incident to, relate to or arise from your equity ownership in the Company, whether such equity is owned directly or indirectly by Employeeyou, and (d) indemnification rights and coverage under director and officer liability policies.

Appears in 2 contracts

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

General Release. (a) In consideration for the payments right to receive the Separation Benefits in accordance with the terms of this Agreement and benefits specified in Section 6.2(athe mutual promises contained herein, the sufficiency of which the Executive hereby acknowledges, the Executive (on behalf of himself and his heirs, administrators, representatives, executors, successors and assigns) hereby knowingly and voluntarily releases, waives and discharges, to the fullest extent permitted by law, the Company and its predecessors, successors and assigns, its and their respective direct or Section 6.2(bindirect parents, subsidiaries and affiliates (including, without limitation, Steel Partners Holdings L.P., Steel Partners Ltd. and Steel Connect, Inc.), as applicable of the Employment Agreementand, Employee agrees with respect to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of the foregoing entities (including the Company), all of its and their past, present, respective present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersemployees, employeesagents, attorneys, members, owners, shareholders, ownerspartners, members, representatives, attorneystrustees, insurersemployee benefit plans and administrators or fiduciaries of such plans (all of the foregoing, reinsurersincluding the Company, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the referred to as “Released Parties”) ), each individually and in their representative capacities, of and from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligationsclaims, damages, expenses (including attorney’s fees and costs), judgments, liabilities, losses, compensationobligations, wages, penalties, liabilities, rights, and damages rights or suits of any kind whatsoever, in law, equity or nature whatsoeverotherwise, in any jurisdiction, whether known or unknown, foreseen suspected or unforeseenclaimed, specifically mentioned herein or not, which Employee ever the Executive had, now has or may claim to have against any or each and all of the Released Parties for, upon or by reason of any factactual or alleged act, matterevent, injuryoccurrence, incidentomission, circumstance, cause practice or thing whatsoever, other matter whatsoever from the beginning of time up to and including the date that the Executive signs this Agreement (collectively, “Claims”), including but not limited to Claims arising out of Employeeor in any way relating to: • the Executive’s execution employment with the Company and/or its predecessors, successors and assigns, and its and their respective direct or indirect parents, subsidiaries and affiliates, the termination of this Release such employment, the Employment Agreement, any compensation or benefits of any kind in connection with such employment (including, without limitation, any claim or obligation arising from or Severance Payment, Medical Benefit, Cash LTIP, Equity Awards, each as defined in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, or any claim for discrimination payments under any Short Term Incentive Plan or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the CompanyLong Term Incentive Plan), and the other persons and entities released in this General Release, but, to the extent permitted by applicable Unit; • any common law, it also covers public policy, company policy, contract (whether oral or written, express or implied) or tort law having any claim for damages or reinstatement asserted bearing whatsoever on Employeethe terms and conditions of the Executive’s behalf by any other person or entityemployment, including, including without limitation, any government agency, and Employee expressly waives the right limitation Claims relating to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.wrongful termination; and

Appears in 2 contracts

Samples: Separation and General Release Agreement (Steel Connect, Inc.), Separation and General Release Agreement (Steel Partners Holdings L.P.)

General Release. In 1. For and in consideration for of the severance payments and other benefits specified provided in Section 6.2(a6(d) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionallydated May 17, irrevocably2007 (the “Employment Agreement”), 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 fully release, waive, remise and discharge the Bank Company, its successors and assigns, and the direct and indirect parents, subsidiaries and affiliates of the Company, and each and all of together with their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, respective officers, directors, managerspartners, employeesshareholders, members, shareholdersmanagers, owners, representatives, attorneys, insurers, reinsurers, employees and agents (and the pastcollectively, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesGroup) ), from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, Claims (as defined below) which Employee ever I had, may have had, or now has or may claim to have against the Company and/or any or all other member of the Released Parties forGroup, upon for or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from including any Claim arising out of or attributable to my employment or the beginning termination of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s my employment with the Bank or the Company, the termination including but not limited to Claims of that employmentbreach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or an alleged breach under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, other 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 General Release specifically release of Claims includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, all Claims arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Americans with Disabilities Act, the Reconstruction Era Civil Rights Act of 1991, the Family Medical Leave Act, the California Fair Employment and Housing Equal Pay Act, the California Labor CodeNew York Human Rights Law, the California Business New York City Administrative Code and Professions Codeall other federal, state and local labor and anti-discrimination laws, the California constitution, common law and any claims at common lawother purported restriction on an employer’s right to terminate the employment of employees. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 As used in this General Release, butthe term “Claims” shall include all claims, to the extent permitted by applicable covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, attorneys’ fees, accounts, judgments, losses and liabilities, of whatsoever kind or nature, in law, it also covers any claim for damages equity or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeotherwise.

Appears in 2 contracts

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

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the CompanyI, and each of the my respective heirs, executors, administrators, representatives, agents, successors and all assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge the CIT, its subsidiaries and affiliates (the “Company Group”) and each of their pastrespective officers, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, shareholders and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suitsrights, judgments, obligations, damages, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages accountings or liabilities of any whatever kind or nature whatsoevercharacter (collectively, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), 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 arising from 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 benefits to which I am entitled as of the date of this Release under CIT’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to Employee’s or arising out of any aspect of my employment with the Bank or the CompanyCompany Group, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Conscientious Employee Protection Act; any contract of employment, express or implied; any provision of the Reconstruction Era Civil Rights Act, Constitution of the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, United States or of any particular State; and any claims at other law, common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 or statutory, of the California Civil CodeUnited States, which reads: “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 RELEASEor any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, AND THAT IF KNOWN BY HIM OR HERcosts and/or expenses; any claims for unpaid or withheld wages, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only 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 hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all 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 benefits described in the Employment Agreement shall be in full satisfaction of any and all claims by Employee Claims for payments or benefits, whether express or implied, that the Releasors may have against the Bank Company Group arising out of the my employment relationship or my service as an employee or officer of the Company Group 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeetermination thereof.

Appears in 2 contracts

Samples: Agreement (Cit Group Inc), Employment Agreement (Cit Group Inc)

General Release. In consideration for Effective upon and subject to the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable occurrence of the Employment AgreementClosing, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, ASOF and Phoenix (the “Releasing Parties”), each on behalf of itself and all of their pastits successors, present, and future parent companies, subsidiaries, related entitiesassigns, affiliates, predecessorsrepresentatives, successorsadministrators, assignsexecutors, trustees, beneficiaries, officers, directors, managersstockholders, employeespartners, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, membersauthorized persons and agents do hereby unconditionally and irrevocably release, shareholderswaive and forever discharge: (i) each of the other Releasing Parties and (ii) each of the other Releasing Parties’ respective past and present successors, ownersassigns, affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, attorneys, insurersfinancial advisors, reinsurersauthorized persons, accountants and agents of any such parent companies(the Persons set out in clauses (i)-(ii), subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actionsobligations, suits, judgments, damages, demands, debts, rights, causes of action, suitschoses in action, demandsproceedings, contractsagreements and liabilities whatsoever (“Claims”) in connection with, agreementsarising out of, obligationsor related in any way to: (A) the Existing Unsecured Notes, losses(B) the Existing Unsecured Notes Indenture, compensation(C) the Agreement or (D) the Refinancing; in each case whether liquidated or unliquidated, wagesfixed or contingent, penaltiesmatured or unmatured, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever hadthen existing or thereafter arising, now has in law, equity, or may claim otherwise, that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to have the Closing (collectively, the “Released Matters”); provided, however, that the foregoing shall not be deemed to release, affect, limit, waive or 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 persons who executed the Agreement or any or all of the Released Parties forTransaction Documents, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, as applicable (including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with for the Bank or the Companyavoidance of doubt, the termination of that employment, or an alleged breach right of the Employment Agreement. This General Release specifically includes, but is not limited to, Supporting Noteholders and the Company to enforce any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII indemnification obligations under Section 7.01 of the Civil Rights Act, Agreement and the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 rights of the California Civil Code, which reads: “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.” This General Release covers not only Company and Supporting Noteholders to enforce Section 8.02 of the Agreement); (3) 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims Claims that cannot lawfully be waived or released by Employeeoperation of Applicable Law; or (4) any act or omission arising out of any Released Party’s gross negligence or willful misconduct.

Appears in 2 contracts

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

General Release. In (a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the Closing, in consideration for of the payments mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and benefits specified in Section 6.2(a) each of his, her or Section 6.2(bits 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 “Releasing Party” and, collectively, the “Releasing Parties”), as applicable of the Employment Agreementhereby absolutely, Employee agrees to unconditionallyunconditionally and irrevocably releases, irrevocably, acquits and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their pastits former, present, present and future Affiliates, parent and subsidiary companies, subsidiaries, related entities, affiliatesjoint ventures, predecessors, successorssuccessors and assigns (including Purchaser and its Affiliates), assignsand their respective former, officerspresent and future Representatives, directorsinvestors, managers, employeesstockholders, members, shareholderspartners, ownersinsurers and indemnitees (collectively, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) of and from and against any and all claimsmanner of action or inaction, actions, cause or causes of action, suitsProceedings, demandsLiens, contractsContracts, agreementspromises, obligationsLiabilities or Damages (whether for compensatory, lossesspecial, compensationincidental or punitive Damages, wages, penalties, liabilities, rights, and damages equitable relief or 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, foreseen whether fixed or unforeseencontingent, 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 Employee such Releasing Parties, or any of them, ever had, now has have had or ever in the future may claim to have against any or all of the Released Parties forParties, upon or by reason any of any factthem, matterand which are based on acts, injury, incident, circumstance, cause events or thing whatsoever, from the beginning of time omissions occurring up to and including the date of Employee’s execution of this Release AgreementClosing (the “Released Claims”); provided, includinghowever, without limitationthat the foregoing release shall not release, any claim impair or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companydiminish, and the other persons term “Released Claims” shall not include, in any respect any rights of: (i) the Sellers under this Agreement or any written agreement entered into by such Seller and entities released any of Purchaser, the Company or their Affiliates in connection with this General ReleaseAgreement; or (ii) the Releasing Parties to indemnification, butreimbursement or advancement of expenses under the provisions of the Operating Agreement (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, manager, member or employee of the Company with respect to any act, omission, event or transaction occurring on or prior to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatementClosing. This General Release does not include any claims that cannot lawfully be waived or released by Employee.64

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.)

General Release. In consideration for As a condition of receiving the payments Separation Benefits, you, on your own behalf and benefits specified in Section 6.2(a) or Section 6.2(b)on behalf of your successors, as applicable of the Employment Agreementheirs, Employee agrees to unconditionallybeneficiaries, irrevocablyagents, assigns, and forever fully releaserepresentatives, waive, voluntarily agree to waive and discharge release the Bank Company and the Company, and each and all of their past, present, and future parent companiesits parents, subsidiaries, related predecessors, affiliated entities, affiliatessuccessors and assigns, predecessorstogether with each of those entities’ respective employee benefit plans and programs and the administrators and fiduciaries of such plans and programs, successors, assignscurrent and former owners, officers, directors, managerspartners, employees, members, shareholders, ownersagents, representatives, attorneysfiduciaries, insurersinsurers and reinsurers and administrators, reinsurersboth individually or in their business capacity (collectively, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesReleasees) ), from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsgrievances, demandswages, contractsvacation payments, agreementsseverance payments, obligations, lossescommissions, compensationovertime payments, wagesdebts, penaltiesprofit sharing claims, liabilitiesexpenses, rightsdamages, judgments, orders and damages liabilities of any whatever kind or nature whatsoeverin state, provincial or federal law, equity or otherwise, whether known or unknown to you (collectively, the ”Claims”), which you now own or holds or have at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, foreseen suspected or unforeseen, which Employee ever had, now has unsuspected: (1) arising out of your employment with the Company or may claim to have against any of its affiliates or all the termination of the Released Parties for, upon or by reason such employment; (2) arising out of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the Bank or the Company, the termination part of that employmentReleasees, or an alleged breach any of them, committed 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. This General Release Also, without limiting the generality of the foregoing, you specifically includes, but is not limited to, release Releasees from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, 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 violation of any statutes, rules, regulations or ordinances, whether other federal, state or locallocal 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 damages awarded under any class action, includingEEOC charge, but not limited toor state civil rights agency complaint or as a result of any federal, Title VII of state or local administrative agency action. Additionally, nothing in this Agreement prohibits or restricts you from filing a charge or complaint with the Civil Rights ActSecurities and Exchange Commission (SEC), the Age Discrimination Financial Industry Regulatory Authority (FINRA), or any other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to communicate with any securities regulatory agency or authority or otherwise participate in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees investigation or proceeding that may be conducted by any governmental agency in connection with reporting a possible securities law violation without notice to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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, . This Agreement does not limit your right to receive an award for information provided to the extent permitted by applicable law, it also covers any claim for damages SEC staff or reinstatement asserted on Employee’s behalf by any other person securities regulatory agency or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeauthority.

Appears in 2 contracts

Samples: Restaurant Brands International Limited Partnership, Restaurant Brands International Inc.

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(bPursuant to this General Release of Claims (this “Agreement”), as applicable Employee, for himself, his heirs, administrators, representatives, executors, successors and assigns (each a “Releasor”) hereby irrevocably and unconditionally releases, acquits and forever discharges Mattersight Corporation (“Company”) and its direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the Employment Agreement“Company Entities”), Employee agrees to unconditionallyany predecessors, irrevocablysuccessors, joint ventures, and forever fully release, waiveparents of any Company Entity, and discharge the Bank and the Company, and each any and all of their pastrespective past or present shareholders, presentpartners, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directors, managers, employees, membersconsultants, shareholdersindependent contractors, ownerstrustees, representativesadministrators, insurers, agents, attorneys, insurersrepresentatives and fiduciaries, reinsurersincluding without limitation all persons acting by, and agents through, under or in concert with any of them (and the pastall, presentcollectively, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Release Parties”) from and against any and all claims, manner of actions, causes of action, suitsactions, demands, contractsclaims, agreements, obligationspromises, lossesdebts, compensation, wages, penaltieslawsuits, liabilities, rights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and damages fees whatever (including without limitation attorneys’ fees and costs), arising out of or relating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any kind or nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, foreseen xxxxxx or unforeseeninchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which Employee ever and any Releasor had, now has have, or may claim to have in the future against each or any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including until the date of this Agreement (individually, “Claim,” and collectively, “Claims”); provided, that this Agreement shall not apply to, nor release the Company from, any obligation of the Company contained in Employee’s execution Executive Employment Agreement dated as of this Release [insert date] (as amended or supplemented from time to time, the “Employment Agreement, including, without limitation, any claim or obligation arising from or in any way related ”) that arises due to Employee’s termination of employment with the Bank or the Company, the termination of that employment, or an alleged breach of . The consideration offered in the Employment Agreement. This General Release specifically includesAgreement is accepted by Employee as being in full accord, but is not limited tosatisfaction, any claim for discrimination or violation compromise and settlement of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencypotential claims, and Employee expressly waives agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other Release Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Release Parties shall have any further monetary or 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 such damages of the other Release Parties and that he will not apply for or reinstatement. This General Release does not include otherwise seek employment with any claims that cannot lawfully be waived or released by Employeeof them.

Appears in 2 contracts

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

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s 's execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s 's employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.:

Appears in 2 contracts

Samples: Release Agreement (Heritage Commerce Corp), Release Agreement (Heritage Commerce Corp)

General Release. In consideration for (a) The Executive, on behalf of the payments Executive and benefits specified in Section 6.2(aanyone claiming through the Executive, hereby agrees not to xxx the Company or any division, subsidiary, affiliate or other related entity of the Company (whether or not such entity is wholly owned) or Section 6.2(b), as applicable any of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and present or future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directorsadministrators, managerstrustees, fiduciaries, employees, membersagents, shareholdersattorneys or shareholders of the Company or any of such other entities, ownersor the predecessors, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents successors or assigns of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) of them (collectively hereinafter referred to as the “Released Parties”) ), and agrees to release and discharge, fully, finally and forever, the Released Parties from and against any and all claims, actions, causes of action, suitslawsuits, demandsliabilities, debts, accounts, covenants, contracts, controversies, agreements, obligationspromises, lossessums of money, compensationdamages, wages, penalties, liabilities, rights, judgments and damages demands of any kind or nature whatsoever, whether in law or in equity, both known and unknown, asserted or unknownnot asserted, foreseen or unforeseen, which Employee the Executive ever had, now has had or may claim to presently have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, arising from the beginning of time up to and including the effective date of Employee’s execution of this Release and Noncompetition Agreement, including, without limitation, any claim or obligation arising from or all matters in any way related to Employeethe Executive’s employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Bank Company or the Companyany of its affiliates, the termination of that employmentand including, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited towithout limitation, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of and all claims arising under the Civil Rights ActAct of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Older Workers’ Benefit Protection Act, the California Fair Employment Family and Housing Medical Leave Act, the California Labor CodeAmericans With Disabilities Act, the California Business Employee Retirement Income Security Act of 1974, each 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 Professions CodeNoncompetition Agreement shall apply to, or release the California constitutionCompany from, and (i) any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 obligation of the California Civil CodeCompany contained in the Agreement or (ii) any vested or accrued benefits pursuant to any employee benefit plan, which reads: “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 RELEASEprogram or policy of the Company. The consideration offered in the Agreement is accepted by the Executive as being in full accord, AND THAT IF KNOWN BY HIM OR HERsatisfaction, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only compromise and settlement of any and all claims by Employee against the Bank and the Companyor potential claims, and the Executive expressly agrees that the Executive is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other persons Released Parties, and entities that in the event of any further proceedings whatsoever based upon any matter released in this General Releaseherein, but, neither the Company nor any of the other Released Parties shall have any further monetary or other obligation of any kind to the extent permitted Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person of the Executive. The Executive agrees that the Executive has no present or entity, including, without limitation, any government agency, and Employee expressly waives the future right to employment with the Company or any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeof the other Released Parties.

Appears in 2 contracts

Samples: Severance Agreement (Federal Mogul Corp), General Release and Noncompetition Agreement (Federal Mogul Corp)

General Release. In As a material inducement to the Company and the Parent to enter into this Agreement and in consideration for of the payments to be made by the Company and benefits specified the Parent to the Executive in Section 6.2(a) or Section 6.2(b)accordance with Paragraph 2 above, as applicable the Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and assigns, and with full understanding of the Employment Agreementcontents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, Employee agrees to unconditionally, irrevocably, releases and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their past, presentthe Parent, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignstheir respective shareholders, officers, directors, supervisors, members, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entitiesentities of any kind or nature, affiliates, and its and their predecessors, successors, heirs, executors, administrators, and assigns) assigns (collectively collectively, the “Released Parties”) from and against any and all claims, actions, causes of action, grievances, suits, demandscharges, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages or complaints of any kind or nature whatsoever, that he ever had or now has (through the Resignation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever hadand whether arising in tort, now has contract, statute, or may claim to have against equity, before any federal, state, local, or all private court, agency, arbitrator, mediator, or other entity, regardless of the Released Parties forrelief or remedy; provided, upon or by reason of any facthowever, matterand subject to Paragraph 4 below, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up Agreement is not intended to and including does not limit the date of EmployeeExecutive’s execution of this Release Agreement, including, without limitation, any claim right to file a charge or obligation arising from or participate in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach investigative proceeding of the Employment AgreementEEOC or another governmental agency. This General Release 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 claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for discrimination wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or violation any other claim, arising out of or involving his employment with the Company, the termination of his employment with the Company, or involving any other matter, including but not limited to the 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 statutesclaims, rulesrights, regulations demands, liabilities, action and causes of action which are unknown to the releasing or ordinancesdischarging party at the time of execution of the release and discharge. The Executive hereby expressly waives, whether federal, state or local, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction including, but not limited to, Title VII the State of the Civil Rights ActKansas. The foregoing notwithstanding, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank Company and the Company, Parent hereby acknowledge and agree that the other persons and entities released in this General Release, but, foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by applicable law, it also covers to indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencyindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and Employee expressly waives to continued coverage under the right Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time and (iii) to benefits under the terms of any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released employment benefit plan in which he participated while employed by Employeethe Company and to continuation of benefits under COBRA.

Appears in 1 contract

Samples: Resignation Agreement and General Release (Spirit AeroSystems Holdings, Inc.)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(bPursuant to this General Release of Claims (this “Agreement”), as applicable Employee, for himself, his heirs, administrators, representatives, executors, successors and assigns (each a “Releasor”) hereby irrevocably and unconditionally releases, acquits and forever discharges eLoyalty Corporation (“Company”) and its direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the Employment Agreement“Company Entities”), Employee agrees to unconditionallyany predecessors, irrevocablysuccessors, joint ventures, and forever fully release, waiveparents of any Company Entity, and discharge the Bank and the Company, and each any and all of their pastrespective past or present shareholders, presentpartners, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directors, managers, employees, membersconsultants, shareholdersindependent contractors, ownerstrustees, representativesadministrators, insurers, agents, attorneys, insurersrepresentatives and fiduciaries, reinsurersincluding without limitation all persons acting by, and agents through, under or in concert with any of them (and the pastall, presentcollectively, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Release Parties”) from and against any and all claims, manner of actions, causes of action, suitsactions, demands, contractsclaims, agreements, obligationspromises, lossesdebts, compensation, wages, penaltieslawsuits, liabilities, rights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and damages fees whatever (including without limitation attorneys’ fees and costs), arising out of or relating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any kind or nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, foreseen xxxxxx or unforeseeninchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which Employee ever and any Releasor had, now has have, or may claim to have in the future against each or any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including until the date of this Agreement (individually, “Claim,” and collectively, “Claims”); provided, that this Agreement shall not apply to, nor release the Company from, any obligation of the Company contained in Employee’s execution (a) Second Amended and Restated Employment Agreement dated as of this Release AgreementApril 19, including, without limitation, any claim 2011 (as amended or obligation arising supplemented from or in any way related time to Employee’s employment with the Bank or the Companytime, the termination of that employment“Employment Agreement”), or an alleged breach of (b) Indemnification Agreement (as defined in the Employment Agreement). This General Release specifically includesThe consideration offered in the Employment Agreement is accepted by Employee as being in full accord, but is not limited tosatisfaction, any claim for discrimination or violation compromise and settlement of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencypotential claims, and Employee expressly waives agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other Release Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Release Parties shall have any further monetary or 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 such damages of the other Release Parties and that he will not apply for or reinstatement. This General Release does not include otherwise seek employment with any claims that cannot lawfully be waived or released by Employeeof them.

Appears in 1 contract

Samples: Employment Agreement (Eloyalty Corp)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable As of the Employment AgreementEffective Date, Employee agrees to unconditionallythe Executive, irrevocablyon behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby releases and forever fully releasedischarges the Company and all predecessors, waivesuccessors and their respective parent corporations, and discharge the Bank and the Companyaffiliates, and each related, and/or subsidiary entities, and all of their pastpast and present investors, presentdirectors, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsshareholders, officers, directors, managersgeneral or limited partners, employees, membersattorneys, shareholders, owners, agents and representatives, attorneysand employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, suitsequitable relief, demandsdamages, contractscosts, charges, complaints, obligations, promises, agreements, obligationscontroversies, lossessuits, expenses, compensation, wages, penalties, liabilities, rights, responsibility and damages liability of any every kind or nature whatsoeverand character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, foreseen asserted or unforeseenunasserted, suspected or unsuspected (collectively, “Claims”), which Employee ever had, now the Executive has or may claim have had against such entities based on any events or circumstances arising or occurring on or prior to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementhereof or on or prior to the date hereof, includingarising directly or indirectly out of, without limitationrelating to, any claim or obligation arising from or in any other way related to Employeeinvolving in any manner whatsoever the Executive’s employment with by the Bank Company or the Companyseparation thereof, the termination of that and any and all claims arising under federal, state, or local laws relating to employment, or an alleged including without limitation claims of wrongful discharge, breach of the Employment Agreement. This General Release specifically includesexpress or implied contract, but is not limited tofraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, claims arising under Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Americans with Disabilities Act, the California Fair Employment and Housing Older Workers Benefit Protection Act, the California Fair Labor CodeStandards Act, the California Business and Professions CodeEmployee Retirement Income Security Act, the California constitutionFamily and Medical Leave Act, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Codesimilar state or local statutes, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companyordinances, and the other persons and entities released in regulations; provided, however, that this General Release, but, release shall not apply to any right of indemnification provided to the extent permitted Executive by applicable lawstatute, it also covers any claim for damages charter or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeIndemnification Agreement.

Appears in 1 contract

Samples: Employment Agreement Termination Agreement (Guitar Center Inc)

General Release. This General Release (“Release”) is executed and delivered by Xxxxxxx X. Xxxxxxx (“Employee”) to and for the benefit of URS Corporation, a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of URS Corporation (collectively, “Company”). In consideration for the of certain payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable which Employee will receive following termination of employment pursuant to the terms of the Employment AgreementAgreement entered into as of October 1, 2013, between Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each as amended from time to time (the “Agreement”), the sufficiency of which Employee hereby acknowledges, Employee hereby fully, finally, completely and all of their pastgenerally releases, presentabsolves and discharges Company, and future parent companies, subsidiaries, related entities, affiliates, its predecessors, successors, assignssubsidiaries, parents, related companies and business concerns, affiliates, partners, trustees, directors, officers, directors, managers, employees, members, shareholders, owners, representativesagents, attorneys, insurersservants, reinsurersrepresentatives and employees, past and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents each of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) them (hereinafter collectively the referred to as Released PartiesReleasees”) from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsgrievances, demandsarbitrations, contractsunfair labor practice charges, agreementswages, vacation payments, severance payments, obligations, lossescommissions, compensationovertime payments, wagesworkers compensation claims, penaltiesdebts, liabilitiesprofit sharing or bonus claims, rightsexpenses, and damages damages, judgments, orders and/or liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known or unknown, foreseen or unforeseenunknown to Employee, which Employee ever hadnow owns or holds or has at any time owned or held as against Releasees, now has or may claim to have against any or all of them, through the date Employee executes this Release (“Claims”), including specifically but not exclusively and without limiting the generality of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitationforegoing, any claim or obligation and all Claims arising from out of or in any way related connected to Employee’s employment with the Bank or the separation of employment from Company, the termination including any Claims based on contract, tort, wrongful discharge, fraud, breach of that fiduciary duty, attorneys’ fees and costs, harassment, discrimination and retaliation in employment, any and all acts or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation omissions in contravention of any statutes, rules, regulations or ordinances, whether federal, state or local, local laws or statutes (including, but not limited to, federal or state securities laws, any deceptive trade practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on local, state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act (the “ADEA”), the Americans with Disabilities Act, the Reconstruction Era Civil Rights National Labor Relations Act, the California Fair Employment and Housing Act, and any similar act in effect in any jurisdiction applicable to Employee or Company, all as amended. Employee represents that as of Employee’s execution of this Release, Employee has been paid all wages owed, has received all the California Labor Codeleave and leave benefits and protections for which Employee is eligible, pursuant to the Family and Medical Leave Act or otherwise, and has not suffered any on-the-job injury for which Employee has not already filed a claim. Notwithstanding the above, Employee is (a) not releasing any claim that cannot be waived under applicable state or federal law and (b) not releasing any rights that Employee has to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections certificate of Section 1542 incorporation or by-laws (or similar constituent documents of the California Civil CodeCompany), which reads: “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.” This General Release covers not only any and all claims by indemnification agreement between Employee against the Bank and the Company, or any directors’ and officers’ liability insurance policy of the other persons and entities released Company. Further, nothing in this General ReleaseRelease shall prevent Employee from filing, butcooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, and any other administrative or government agency in any jurisdiction applicable to Employee or Company, except that Employee acknowledges and agrees that Employee shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any Claims released herein. During the extent permitted time Employee is entitled to any Change in Control Payment, Severance Payment or Severance Benefits, as defined and provided in the Agreement, Employee agrees (i) to assist, as reasonably requested by applicable lawCompany, it also covers any claim for damages or reinstatement asserted on in the transition of Employee’s behalf by responsibilities and (ii) not to, directly or indirectly, solicit or attempt to solicit any employee, independent contractor or consultant of Company to terminate or cease his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity. Employee agrees to cooperate with the Company in responding to the reasonable requests of the Company in connection with any and all existing or future litigation, includingarbitrations, without limitationmediations or investigations brought by or against the Company, or its current or former affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Employee’s cooperation necessary or desirable. In such matters, Employee agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Employee also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Employee in connection with any such proceedings, unless Employee is expressly prohibited by law from so doing. The failure by Employee to cooperate fully with the Company in accordance with this provision will be a material breach of the terms of this Agreement, which will excuse all commitments of the Company to provide severance or other benefits to Employee under any agreement. The Company agrees to reimburse Employee for all reasonable out-of-pocket expenses Employee incurs in connection with the performance of Employee’s obligations under this section; provided, however, that such expenses shall not include attorneys fees, foregone wages or payment for services provided under this section. Without superseding any other agreements, including the Agreement, and obligations Employee has with respect thereto, (i) Employee agrees not to divulge or use, at any time, any government agencyinformation that might be of a confidential or proprietary nature relative to Company, and (ii) Employee agrees to keep confidential all information contained in this Release (except to the extent (A) Company consents in writing to disclosure, (B) Employee is required by process of law to make such disclosure and Employee promptly notifies Company of receipt by Employee of such process, or (C) such information previously shall have become publicly available other than by breach hereof on the part of Employee). Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release. It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly waives the right consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, grievances and causes of action, if any, as well as those relating to any such damages other claims, demands, grievances and causes of action hereinabove specified, and elects to assume all risks for claims, demands, grievances and causes of action that now exist in Employee’s favor, known or reinstatementunknown, that are released under this Release. This General Release does Employee represents that Employee is not include aware of any claims other than the claims that cannot lawfully be waived or are released by Employee.this instrument. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts. Employee further acknowledges that Employee is familiar with the provisions of California Civil Code Section 1542, which states as follows:

Appears in 1 contract

Samples: Employment Agreement (Urs Corp /New/)

General Release. In consideration exchange for the payments consideration set forth in that certain Separation Agreement, dated as of September 6, 2007, between Integra LifeSciences Holdings Corporation (the “Company”) and benefits specified in Section 6.2(a) or Section 6.2(bthe undersigned (the “Separation Agreement”), as applicable 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 the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, Company and each and all of their past, present, and future parent companiesits parents, subsidiaries, related entities, affiliates, predecessors, successors, partners, associates, heirs, assigns, agents, directors, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneyslawyers, insurers, reinsurersand all persons acting by, through, under or in concert with them, or any of them, of and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, manner of action or actions, cause or causes of action, in law or in equity, suits, demandsdebts, liens, contracts, agreements, obligationspromises, liability, claims, demands, damages, losses, compensationcosts, wagesattorneys’ fees or expenses, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called “Claims”), which Employee ever had, the undersigned now has or may claim to hereafter have against the Releasees, or any or all of the Released Parties forthem, upon or by reason of any fact, matter, injurycause, 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 the generality of Employeethe foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s execution right to terminate the employment of this Release Agreementthe undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Americans with Disabilities Act, the California Fair Employment and Housing ActNew Jersey Law Against Discrimination, the California Labor CodeNew Jersey Equal Pay Act and the New Jersey Conscientious Employee Protection Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees undersigned may have to waive the provisions and protections of payments or benefits under Section 1542 1.3 of the California Civil Code, which reads: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST Separation Agreement. 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 ACCORDANCE WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any and all claims by Employee against the Bank and the CompanyOLDER WORKERS BENEFIT PROTECTION ACT OF 1990, 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Integra Lifesciences Holdings Corp)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment promises of the Company set forth in the Letter Agreement, Employee agrees which includes compensation to unconditionallywhich I would not otherwise be entitled, irrevocablyI, on behalf of myself, and forever fully releasemy heirs, waiveexecutors, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessorsadministrators, successors, assigns, officersdependents, descendants, and attorneys, hereby knowingly, voluntarily, and willingly fully and forever release, discharge, and covenant not to xxx the Company and its direct and indirect parents, subsidiaries, affiliates, and related companies, past and present, as well as each of its and their directors, managersofficers, employees, members, shareholders, ownersagents of the foregoing, representatives, attorneysadvisers, trustees, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessorsassigns, successors, and assigns) agents, past and present (collectively collectively, hereinafter referred to as the "Released Parties”) from and against any and all claims"), actionsof, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsfrom, and damages with respect to, any claim, duty, obligation, or cause of action relating to any matters of any kind or nature whatsoeverkind, whether presently known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever hadthat any of them may possess arising from any omissions, now has acts, or may claim to facts that have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time occurred up to until and including the date of Employee’s execution of this Release Agreement, of Claims including, without limitation, : o any claim and all claims relating to or obligation arising from my employment or in any way related to Employee’s employment officer relationship with the Bank or the Company, Company and the termination of that either such relationship; o any and all claims for wrongful discharge of employment, or an alleged ; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; o any and all claims arising under the Employment Agreement. This General Release specifically includesEmployee Retirement Income Security Act of 1974, but is not limited to, any claim for discrimination or violation the Civil Rights Acts of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to1866 and 1867, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights and Women's Equity Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the 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, the Age Discrimination in Employment Fair Labor Standards Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Company, and the National Labor Relations Act, as amended, any other persons and entities released in this General Release, but, to the extent permitted by applicable federal or state anti-discrimination law, it also covers or any claim for damages local or reinstatement asserted on Employee’s behalf by any other person municipal ordinance relating to discrimination in employment or entity, including, without limitation, any government agency, human rights and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.common law;

Appears in 1 contract

Samples: Letter Agreement (Integrated Alarm Services Group Inc)

General Release. In consideration of the mutual agreements of EVCI Career Colleges Incorporated ("EVCI") and Amaranth Trading L.L.C. ("Amaranth") set forth in the Settlement Agreement dated October ___, 2003 (the "Settlement Agreement") and for other good and valuable consideration, the payments receipt and benefits specified in Section 6.2(a) or Section 6.2(bsufficiency of which is hereby acknowledged, Amaranth and Amaranth Fund L.P., formerly known as Paloma Strategic Fund L.P. and their respective heirs, executors, administrators, successors and assigns (collectively, "RELEASORS"), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, do hereby release and discharge EVCI and its predecessors and affiliates (as that term is defined in Rule 144 under the Bank Securities Act of 1933, as amended) and the Company, its and each such predecessors' and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, ' respective officers, directors, managers, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, members and agents partners (EVCI and the past, present, such predecessors and future affiliates and their respective officers, directors, managers, employees, membersagents, shareholdersmembers and partners being collectively referred to as "RELEASEES") and each such Releasee's heirs, ownersexecutors, representativesadministrators, attorneys, insurers, reinsurers, successors and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) assigns from and against any and all claims, actions, causes of action, suits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, agreements, obligations, losses, compensation, wages, penaltiescontroversies, liabilities, rightsagreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and damages of any kind or nature demands whatsoever, whether known or unknown, foreseen in law, admiralty or unforeseenequity (including, without limitation, with respect to the Purchase Agreement, as that term is defined in the Settlement Agreement), which Employee against Releasees and Releasees', heirs, executors, administrators, successors and assigns and Releasors ever had, now has have or hereafter can, shall or may claim to have against any or all of the Released Parties have, for, upon upon, or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up the world to and including the day of the date of Employee’s execution this General Release; PROVIDED, HOWEVER, that there are excluded from this General Release any claims relating to or arising out of this Release the Settlement Agreement or the following portions of the Amended and Restated Registration Rights Agreement dated September 27, 2000, to which EVCI and the purchasers of EVCI's Series B 7% Convertible Preferred Stock are parties: Sections 3 and 4, the portion of the first sentence of Section 7(a) that ends after "hereto" and before the parenthesis and Sections 7(b), 7(c), 7(d), except for the reference to the Purchase Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreementand 7(g). This General Release specifically includes, but is may not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 PARTYbe changed orally.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Settlement Agreement (Evci Career Colleges Inc)

General Release. In For and in consideration for of the payments and benefits specified described in Section 6.2(a) or Section 6.2(b), as applicable 4 of the Employment and Transition Agreement (the “Agreement”) dated as of April 21, Employee 2020, by and between CBRE, Inc., a Delaware corporation (the “Company”) and Xxxxx X. Xxxxx “(Executive”), Executive hereby agrees to unconditionallyon behalf of himself, irrevocablyhis agents, and forever fully releaseassignees, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessorsattorneys, successors, assigns, officersheirs and executors, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurersto, and agents (Executive does hereby, fully and completely forever release the pastCompany Releasees, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suits, demandsagreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, agreementsvariances, obligationstrespasses, lossesextents, compensation, wages, penalties, liabilities, rights, executions and damages demands of any kind whatsoever, which Executive or nature whatsoeverhis agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Company Releasees or any of them, in law or equity, whether known or unknownunknown to Executive, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon upon, or by reason of of, any fact, matter, injuryaction, incidentomission, circumstance, cause course or thing whatsoeverwhatsoever occurring up to the date this release is signed by Executive, arising out of or in connection with or in relationship to Executive’s employment or other service relationship with the Company or the termination thereof, and any applicable employment, compensatory or equity arrangement with the Company, any claims of breach of contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national origin, race, age, sex, sexual orientation, disability, medical condition or other discrimination or harassment, (such released claims are collectively referred to herein as the “Released Claims”); provided, that, Executive does not waive or release (i) any claims with respect to the right to enforce the Agreement (or the agreements or provisions set forth in Section 6(f) of the Agreement), (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights Executive may have for indemnification from the beginning Company or any of time up to its affiliates or under any insurance policy, and including (iv) any claims that may not be waived by law. Notwithstanding the date generality of Employee’s execution of this Release Agreementthe immediately preceding paragraph, includingthe Released Claims include, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach all of the Employment Agreement. This General Release specifically includes, but following claims occurring up to the date this release is not limited to, signed by Executive: (A) any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, and all claims under Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Reconstruction Era Civil Rights Family and Medical Leave Act of 1993, the National Labor Relations Act, the California Fair Employment and Housing Equal Pay Act, the California Labor CodeSecurities Act of 1933, the California Business and Professions CodeSecurities Exchange Act of 1934, the California constitutionRehabilitation Act of 1973, and the Worker Adjustment and Retraining Notification Act, all as amended, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (B) any claims at 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 common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 RELEASEincluding compensatory damages, AND THAT IF KNOWN BY HIM OR HERpunitive damages, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any attorney’s fees, costs, expenses and all claims by Employee against for any other type of damage or relief. THIS MEANS THAT, BY SIGNING THIS RELEASE, EXECUTIVE WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS RELEASE. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS RELEASE SHALL PREVENT EXECUTIVE FROM (X) INITIATING OR CAUSING TO BE INITIATED ON HIS BEHALF ANY COMPLAINT, CHARGE, CLAIM OR PROCEEDING AGAINST THE COMPANY BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS CLAIMS UNDER ADEA CONTAINED IN THIS RELEASE (BUT NO OTHER PORTION OF SUCH WAIVER); OR (Y) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH RESPECT TO ADEA. Executive represents that he has read carefully and fully understands the Bank and the Companyterms of this release, and that Executive has been advised to consult with an attorney and has availed himself of the other persons opportunity to consult with an attorney prior to signing this release. Executive acknowledges and entities released agrees that he is executing this release willingly, voluntarily and knowingly, of his own free will, in this General Release, but, to exchange for the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencypayments and benefits described in Section 4 of the Agreement, and Employee expressly waives that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Agreement and this release, other than those set forth in the Agreement and this release. Executive acknowledges that he could take up to twenty-one (21) days to consider whether he wants to sign this release and that the ADEA gives him the right to revoke this release within seven (7) days after it is signed, and Executive understands that he will not receive any payments or benefits under Section 4 of the Agreement (other than payment of Accrued Amounts), subject to the terms and conditions thereof, until such damages or reinstatementseven (7) day revocation period has passed and then, only if he has not revoked this release. This General Release does To the extent Executive has executed this release within less than twenty-one (21) days after its delivery to him, Executive hereby waives the twenty-one (21) day period and acknowledges that his decision to execute this release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive revokes this release, it and the Agreement shall be null and void as of the date of such revocation. Capitalized terms used in this release but not include any claims that cannot lawfully be waived or released by Employee.defined herein shall have the meanings ascribed to such terms in the Agreement. Executive Xxxxx X. Xxxxx Exhibit B Form of Certification Attn: Compensation Department c/o CBRE, Inc. 0000 Xxxx Xxxxxx, Suite 1600 Dallas, TX 75201

Appears in 1 contract

Samples: Employment and Transition Agreement (Cbre Group, Inc.)

General Release. In consideration for the payments On behalf of myself and benefits specified in Section 6.2(a) or Section 6.2(b)my spouse, as applicable of the Employment Agreementheirs, Employee agrees to unconditionallyexecutors, irrevocably--------------- administrators, trustees, legal representatives, and assigns, I hereby forever fully release, waive, release and discharge the Bank Company, its predecessors and the Companysuccessors, and each of its past and all of their pastpresent parent corporations, present, and future parent companiesdivisions, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, membersconsultants, shareholders, owners, representativespartners, attorneys, insurers, reinsurers, and agents (and any or all of which are referred to as the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”"Releasees") from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsactions, and damages causes of any kind or nature whatsoeveraction of every name and nature, whether known or unknown, foreseen or unforeseen, with regard to my employment with the Company and termination therefrom which Employee ever had, now has or may claim to could have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, been asserted from the beginning of time up the world to and including the date of Employee’s execution of on which I sign this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment AgreementRelease. This General Release specifically release includes, but is not limited to, (a) any claim claims for discrimination breach of contract, whether express or violation implied; (b) any claims for wrongful termination; (c) any claims for reemployment, salary, wages, bonuses, vacation pay, benefits, or other compensation of any statuteskind; (d) any claims for harassment, rulesdiscrimination, regulations or ordinancesretaliation in employment, whether federal, state or local, including, including but not limited to, to any claims under Title VII of the Civil Rights Actof 1964, the Age Discrimination in Employment Act, Massachusetts General Laws Chapter 151B, the Reconstruction Era Civil Rights Employee Retirement Income Security Act, the California Fair Employment and Housing Americans with Disabilities Act, the California Labor Code, the California Business Family and Professions Code, the California constitutionMedical Leave Act, and any other federal, state, or local statute, ordinance, regulation, or common law relating to harassment, discrimination, or retaliation in employment; (e) any claims at common lawunder any other federal, state, or local statutes, ordinances, or regulations; (f) any claims based in tort; (g) any other common-law claims; and (h) any claims for costs or attorneys' fees. Employee further knowingly and willingly agrees Nothing herein shall release the Releasees from any claims based on: (i) my right to waive enforce this Release or the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and my employment agreement with the Company, and the other persons and entities released in this General Release(ii) any right I may have to vested or accrued benefits, but, to the extent permitted by applicable law, it also covers (iii) any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to indemnification or (iv) any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeerights as a shareholder.

Appears in 1 contract

Samples: Executive Employment Agreement (Pegasystems Inc)

General Release. In consideration for the payments EMPLOYEE, on his own behalf and benefits specified in Section 6.2(a) or Section 6.2(b)on behalf of his descendants, as applicable of the Employment Agreementdependents, Employee agrees to unconditionallyspouse, irrevocablyheirs, executors, administrators, assignees and forever fully release, waive, and discharge the Bank and the Companysuccessors, and each of them, hereby releases and forever discharges Company and any and all of their pastits parent, presentsubsidiary, and future parent companiesaffiliated corporations, subsidiariesbusinesses and partnerships, related entities, affiliates, predecessors, successors, assigns, and all of its officers, directors, managers, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurersemployee benefits plans, past and agents (and the past, present, and future officersas well as the heirs, directorsexecutors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliatesadministrators, predecessors, successors, successors and assigns) assigns (collectively the “Released PartiesRELEASED PARTIES”) from and against any and all claims, actions, causes of action, suitsagency actions, demandsand lawsuits whether past or present, contractsknown or unknown, agreementscivil or otherwise, which have been asserted or could have been asserted by EMPLOYEE against Company, and any Company employees, including all claims for any form of damages, including economic damages, non-economic damages, punitive damages, exemplary damages, compensation, overtime compensation, salary, wages, bonuses, benefits, liens, costs and expenses, obligations, losses, compensation, wages, penalties, liabilities, rights, debts and damages liability of any kind or nature whatsoever, including but not limited to attorneys’ fees, whether known or unknown, foreseen fixed or unforeseencontingent, which Employee that EMPLOYEE ever had, now has had or may now or hereafter have or claim to have against any or all incur as a result of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or that could be related in any way related to Employee’s EMPLOYEE’S employment with the Bank or the by Company, the termination of that employment, EMPLOYEE also hereby covenants not to file a lawsuit or an alleged breach of the Employment Agreementparticipate in a class action lawsuit to assert any claims released by EMPLOYEE pursuant to this AGREEMENT. This General Release specifically includes, general release includes but is not limited toto claims arising out of or in connection with: (i) EMPLOYEE’S employment relationship with Company or the EMPLOYEE’S termination thereof; (ii) any allegation that Company wrongfully or unlawfully terminated, discharged or laid off EMPLOYEE; (iii) any claim for discrimination or allegation of violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Civil Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Worker’s Adjustment and Retraining Notification Act, the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Uniform Services Employment and Reemployment Rights Act, the California Fair Employment Family and Housing ActMedical Leave Act of 1993; or any other applicable state, the California Labor Codemunicipal or city ordinance; (iv) any allegation of breach of contract, the California Business and Professions Codedefamation, the California constitutionintentional or negligent infliction of emotional distress, and workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections other tort; (v) any allegation of Section 1542 a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the California Civil CodeU.S. Constitution or constitution of any state, which reads: “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 RELEASEor any other law, AND THAT IF KNOWN BY HIM OR HERrule, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers regulation or ordinance pertaining to employment or the termination of employment; and/or (vi) any other statutory or common law cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not only aware of any and all claims by Employee against conduct, occurrences or facts occurring before or during employment with Company or at any time before the Bank and the Companydate of this AGREEMENT that would constitute a violation of or give rise to a claim under any statute, and the other persons and entities common law or legal theory released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatementSection 5(a). This release pertains to all acts or omissions by Company or the other Released Parties through Effective Date of this AGREEMENT. 2 Xxxxx Xxxxxxxxxx - General Release does not include any claims that cannot lawfully be waived or released by Employee.and Separation Agreement

Appears in 1 contract

Samples: General Release and Separation Agreement (Farmer Brothers Co)

General Release. In As a material inducement to the Company to enter into this Agreement and in consideration of the Company’s obligations under this Agreement, and in return for the payments consideration and post termination benefits specified in Section 6.2(a) or Section 6.2(byou are to receive pursuant to Sections 1, 2 and 3 above, you, for yourself, your heirs, executors, administrators, trustees, legal representatives, successors and assigns (collectively referred to as "Releasing Party"), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and hereby forever fully release, waive, release and discharge the Bank and the Company, and each of its past and all present affiliates, parents, subsidiaries and divisions, and each of their past, present, past and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignspresent directors, officers, directors, managers, employees, memberspartners, shareholders, owners, representatives, attorneys, insurers, reinsurersemployees and agents in their respective capacities as such, and agents (the heirs, executors, administrators, successors and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents assigns of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) each of them (collectively referred to as the "Released Parties”) Party"), from and against any and all claims, charges, demands, sums of money, actions, rights, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, obligations and damages liabilities of any kind or of any nature whatsoever, at law or in equity, which the Releasing Party ever had, now has or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever, whether known or unknown, foreseen and whether heretofore asserted or unforeseenunasserted, which Employee ever hadwhether based on contract, now has tort, statute, local ordinance, regulation or may claim to have against any or all of the Released Parties for, upon or by reason of comparable law in any fact, matter, injury, incident, circumstance, cause or thing whatsoeverjurisdiction, from the beginning of time up the world to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, claims arising out of or relating to your application for employment and employment by the Company and the termination of such employment; claims under Title VII of the Civil Rights ActAct of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, the Reconstruction Era Americans with Disabilities Act of 1990, the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification (“WARN”) Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or any similar state law, regulation or rule; the New Jersey Civil Rights Act, the California Fair Employment New Jersey Equal Pay Act (as amended), the New Jersey Law Against Discrimination (as amended), the New Jersey wage-hour and Housing wage-payment laws, the New Jersey Worker Health and Safety Act, the California Labor CodeNew Jersey Conscientious Employee Protection Act, the California Business and Professions CodeNew Jersey Family Leave Act, the California constitutionNew Jersey Occupational Safety and Health Laws, the New Jersey Gender Equity Act, the New Jersey Statutes Annotated, "Workers' Compensation: Retaliation" provision, the New Jersey Statutes Annotated, "Political Activities of Employee" provision; and any other federal, state or local statute, rule, regulation and ordinance; any claims asserting wrongful termination, discrimination, retaliation, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation and defamation; claims for fraud, libel, slander, breach of implied or express, oral or written, contract, tort, promissory estoppel, or under common law or in equity; and any claims at common lawfor attorneys’ fees and costs. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank The factors that were used in determining eligibility for transitioning and the benefits to be provided hereunder include the Company, and the other persons and entities released in this General Release, but, ’s foreseeable business needs as to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeecertain positions.

Appears in 1 contract

Samples: Agreement (Vonage Holdings Corp)

General Release. In consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(b)provided to you under this Agreement and after consultation with counsel, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Companyyou, and each of the your respective heirs, executors, administrators, representatives, agents, successors and all assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge the Company Group and each of their pastrespective officers, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, shareholders and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suitsrights, judgments, obligations, damages, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages accountings or liabilities of any whatever kind or nature whatsoevercharacter (collectively, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), 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) your 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 arising from that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 8 shall not apply to (i) the obligations of the Company under this Agreement, (ii) claims for vested benefits under Company benefit plans, (iii) claims for indemnification or contribution or (iv) claims related to your vested equity. Without limiting the scope of the foregoing provision in any way related way, you hereby release all claims relating to Employee’s or arising out of any aspect of your employment with the Bank or the CompanyCompany Group, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans 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 Reconstruction Era Civil Rights Act, Constitution of the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, United States or of any particular State; and any claims at other law, common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 or statutory, of the California Civil CodeUnited States, which reads: “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 RELEASEor any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, AND THAT IF KNOWN BY HIM OR HERcosts and/or expenses; any claims for unpaid or withheld wages, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only 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 hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by you and all 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 benefits described in this Agreement shall be in full satisfaction of any and all claims by Employee Claims for payments or benefits, whether express or implied, that the Releasors may have against the Bank Company Group arising out of the your employment relationship or your service as an employee or officer of the Company Group 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeetermination thereof.

Appears in 1 contract

Samples: Separation and Release Agreement (Lincoln Educational Services Corp)

General Release. In consideration Executive, for the payments and benefits specified in Section 6.2(a) or Section 6.2(b)himself, as applicable of the Employment Agreementhis successors, Employee agrees to unconditionallyassigns, irrevocablyexecutors, administrators, insureds, attorneys, and all those entitled to assert his rights, now and forever fully releasehereby releases and discharges the Company and its respective past and present officers, waivedirectors, and discharge the Bank and the Companyshareholders, and each and all of their paststockholders, presenttrustees, and future partners, joint ventures, board members, employees, agents, parent companiescorporations, divisions, wholly or partially owned subsidiaries, related entitiesaffiliates, affiliatesestates, predecessors, successors, heirs, executors, administrators, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurersbenefit plans, and agents attorneys (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) ), from and against any and all legal, administrative, and/or equitable claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, contractsclaims for attorneys’ fees and costs, agreementsor liabilities of any nature whatsoever, obligationsin law or in equity, losseswhich Executive ever had or now has against the Released Parties, compensationincluding any claims arising by reason of or in any way connected with any employment relationship which existed between the Company or any of its parents, wagessubsidiaries, penaltiesaffiliates, liabilities, rightsor predecessors, and damages Executive. It is understood and agreed that this Release is intended to cover all actions, causes of action, claims or demands for any kind damage, loss or nature whatsoeverinjury, which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that Executive has, had or purports to have, from the beginning of time to the date of this Release, whether known or unknown, foreseen or unforeseenthat now exists, which Employee ever had, now has or no matter how remotely they may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way be related to Employee’s the aforesaid employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, relationship including but is not limited to, any claim to claims for employment discrimination or violation of any statutes, rules, regulations or ordinances, whether under federal, state or local, including, but not limited to, Title VII local statutes. Without limiting the broadness of the Civil Rights Actforegoing language, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly Executive agrees to waive release the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only Released Parties from 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.under:

Appears in 1 contract

Samples: Severance Agreement and General Release (Scansource, Inc.)

General Release. In consideration of and in return for the payments promises and benefits specified covenants undertaken in Section 6.2(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees to unconditionallywhich are of greater value than Executive would normally be entitled upon resignation, irrevocablyexcept as noted below, Executive on behalf of himself, his heirs, executors, administrators, attorneys, agents, representatives and forever fully assigns, does hereby release, waive, absolve and discharge the Bank Company and the Companyits predecessors, and each and all of their past, present, and future parent companiesparents, subsidiaries, related entities, and any affiliates, predecessors, successors, assigns, and the respective officers, directors, managerstrustees, owners, shareholders, employees, membersinsurers, shareholders, owners, representativesbenefit plans, attorneys, insurers, reinsurersagents, and agents (representatives, past and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively referred to as the “Released Parties”) from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsgrievances, demandswages, contractsvacation or PTO payments, agreementsseverance payments, obligations, lossescommissions, compensationovertime payments, wagesdebts, penaltiesprofit sharing claims, liabilitiesexpenses, rightsdamages, judgments, orders and damages liabilities of any whatever kind or nature whatsoeverin state or federal law, equity or otherwise, whether presently known or unknown to Executive (collectively, the “Claims”), which Executive now owns or holds 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 the foregoing, any and all Claims known or unknown, foreseen suspected or unforeseenunsuspected: (1) arising out of Executive’s employment with the Company, which Employee ever hadExecutive’s Employment Agreement, now has resignation of Executive’s positions as described in Section 1, or may claim to have against the cessation of Executive’s employment and/or other service with Company or (2) arising out of or in any way connected with any claim, loss, damage or all injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Released Parties for, upon committed or by reason of any fact, matter, injury, incident, circumstance, cause omitted on or thing whatsoever, from the beginning of time up to and including before the date this Agreement is executed by Executive. For the avoidance of Employee’s execution of doubt, this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include prohibit Executive from bringing any claims that cannot lawfully be waived or released by Employeebased on the future conduct of any Released Party after the Effective Date of this Agreement.

Appears in 1 contract

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

General Release. In General Release executed this _____ day of ________, 20__ by Xxxxx Xxxxx (“Xxxxx”); For and in consideration for of the payments Severance Payment set forth in the Employment Agreement by and benefits specified in Section 6.2(abetween Cross Country Healthcare, Inc. (the “Company”) or Section 6.2(band Xxxxx, dated January __, 2019 (“Agreement”), and for other valuable consideration as applicable of set forth in the Employment Agreement, Employee agrees Xxxxx, for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter, collectively referred to unconditionallyas “Releasors”), irrevocably, and hereby forever fully release, waive, release and discharge the Bank Company and the Company, and each and all any of their its past, present, and or future parent companiescorporations, subsidiaries, related entitiesdivisions, affiliates, predecessors, successors, assigns, officers, directors, managersagents, trustees, administrators, insurers, attorneys, employees, membersemployee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), shareholders, owners, representatives, attorneys, insurers, reinsurers, successors and/or assigns and agents (and the any of its or their past, presentpresent or future parent corporations, and future subsidiaries, divisions, affiliates, officers, directors, managersagents, trustees, administrators, insurers, attorneys, employees, membersemployee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), shareholders, owners, representatives, attorneys, insurers, reinsurers, and successors and/or assigns (whether acting as agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assignsfor the Company or in their individual capacities) (collectively the referred to as Released PartiesReleasees”) from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages liabilities of any kind whatsoever (upon any legal or nature whatsoeverequitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, foreseen by reason of any act, omission, transaction or unforeseenoccurrence, including but not limited to claims based on information unknown to Xxxxx as of the time of his signing of this General Release for any reason whatsoever, which Employee Releasors ever had, now has have or hereafter can, shall or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time Releasees up to and including the date of Employee’s the execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with General Release. Without limiting the Bank or the Company, the termination of that employment, or an alleged breach generality of the Employment Agreement. This General Release specifically includesforegoing, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment Releasors hereby release and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.discharge Releasees from:

Appears in 1 contract

Samples: Cross Country Healthcare Inc

General Release. a. In consideration for of the payments and benefits specified in Section 6.2(arequired to be provided to the Executive under the agreement between the Employer and the Executive, dated February __, 2010, (the “Letter Agreement”) or Section 6.2(band after consultation with counsel, the Executive, for himself and on behalf of each of the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, hereby irrevocably and unconditionally releases and forever fully releasedischarges the Employer, waive, its majority owned subsidiaries and discharge the Bank and the Companyaffiliated companies, and each and all of their pastits officers, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the pastcollectively, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesReleasees”) from and against any and all claims, actions, causes of action, suitsrights, judgments, obligations, damages, demands, contractsaccountings, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages or liabilities of any whatever kind or nature whatsoevercharacter (collectively, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), including, without limitation, any claim Claims under any federal, state, local, or obligation arising from foreign law, that the Releasors may have, or in any way related to Employeethe future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer, or director of the Bank Employer and any of its majority-owned subsidiaries and affiliates, or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination Executive’s service in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims of such relevant capacities, (ii) the Letter Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this Section shall not apply to (iv) the payment and/or benefit obligations of the Employer or any of its affiliates, (collectively, the “Employer Group”) under the Letter Agreement, (v) any Claims the Executive may have under any plans or programs not covered by Employee the Letter Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Letter Agreement or in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits as required by the Letter Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Bank Employer or any member of the Employer Group arising out of the Executive’s employment relationship under the Letter Agreement and the CompanyExecutive’s service as an employee, and officer or director of the other persons and entities released in this General ReleaseEmployer or a member of the Employer Group under the Letter Agreement or the termination thereof, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeas applicable.

Appears in 1 contract

Samples: Release Agreement (Penn Millers Holding Corp)

General Release. In consideration Executive, for the payments Executive and benefits specified in Section 6.2(afor Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to hereby irrevocably and unconditionally, irrevocablyand knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever fully release, waive, and discharge the Bank and the Company, and each its subsidiaries, affiliates and related entities, and any and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, respective predecessors, successors, assigns and employee benefit plans, together with each of their respective owners, assigns, agents, directors, general and limited partners, shareholders, directors, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurersadvisors, reinsurerstrustees, fiduciaries, administrators, agents or representatives, and agents any of their predecessors and successors and each of their estates, heirs and assigns (and the pastcollectively, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesCompany Releasees”) from and against any and all charges, allegations, complaints, claims, actionsliabilities, obligations, promises, agreements, causes of action, suitsrights, demands, contracts, agreements, obligationscosts, losses, compensation, wages, penalties, liabilities, rights, debts and damages expenses of any kind or nature whatsoever, whether including those arising from or related to the Executive’s Change in Control and Severance Agreement, dated May 23, 2018, known or unknown, foreseen suspected or unforeseenunsuspected (collectively, “Claims”) which Employee Executive or the Releasors ever had, now has have, may have, or hereafter can, will or may claim to have against (either directly, indirectly, derivatively or in any or all of the Released Parties for, upon or other representative capacity) by reason of any fact, matter, injury, incident, circumstance, fact or cause whatsoever against the Company or thing whatsoever, any of the other Company Releasees: (a) from the beginning of time up to and including the date upon which Executive signs this Agreement, (b) arising out of, or relating to, Executive’s employment with the Company and/or the termination of EmployeeExecutive’s execution employment; or (c) arising out of this or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release Agreementincludes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, any claim or obligation arising from or the Age Discrimination in any way related to Employee’s employment with Employment Act of 1967 (“ADEA”), Title VII of the Bank or the CompanyCivil Rights Act of 1964, the termination Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of that employment1991, 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 Sxxxxxxx-Xxxxx Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or an alleged breach other state or federal statute, including all amendments to any of the Employment Agreement. This General Release specifically includes, but is not limited to, aforementioned acts or under any claim for discrimination common law or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, equitable theory including, but not limited to, Title VII tort, breach of contract, fraud, fraudulent 1 The specifics of the Civil Rights Actactual payments will be added consistent with the Employment Agreement. 2947062.v11 inducement, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionpromissory estoppel or defamation, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections violations of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person federal, state, or entitymunicipal fair employment statutes or laws, including, without limitation, violations of any government agencyother law, and Employee expressly waives rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the right to foregoing; provided, however, that nothing in this Release shall release or impair any such damages or reinstatement. This General Release does not include any claims rights that cannot lawfully be waived or released by Employeeunder applicable law.

Appears in 1 contract

Samples: Employment Agreement (Sarepta Therapeutics, Inc.)

General Release. In consideration for of the payments and benefits specified forth in Section 6.2(a) or Section 6.2(bSections 1 and 2 of this Agreement, to the fullest extent permitted by law, the Executive (on behalf of himself, his heirs, executors, administrators, successors, and assigns), as applicable of the Employment Agreementintending to be legally bound, Employee hereby agrees to unconditionallyremise, irrevocably, and forever fully release, waive, and forever discharge the Bank Company and the Companyits subsidiaries and affiliates, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, respective officers, directors, managers, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employeesstockholders, members, shareholders, owners, representatives, attorneys, insurers, reinsurerspartners, and agents of any such parent companiesequityholders, subsidiaries, related entities, affiliates, and the respective predecessors, successors, and assigns) assigns of each of them (collectively collectively, the “Released PartiesCompany Releasees”) from and against any and all claims, actions, manner of actions and causes of action, suits, debts, claims, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of or any kind right to monetary recovery or nature any personal or individual relief whatsoever, whether in law and in equity, known or and unknown, foreseen or unforeseensuspected and unsuspected, which Employee that he ever had, now has has, or hereafter may claim to have against any or all of the Released Parties forhave, upon or by reason of any factaction, omission, matter, injurycause, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the each date of Employee’s execution of he executes this Release Agreement, includingand particularly, but without limitationlimitation of the foregoing general terms, claims for notice, pay in lieu of notice, wrongful dismissal, severance pay (except as specified in Section 2 hereof), overtime pay, incentive compensation, vacation pay, or any claim or obligation other claims arising from or relating in any way related to Employeewages, hours, the Executive’s employment relationship with the Bank or the Company, the terms and conditions of that employment relationship, or the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or localrelationship, including, but not limited to, Title VII any claims or actions arising out of agreements, representations or policies related to his employment, and claims for wrongful termination, misrepresentation, personal injury, emotional distress, defamation, invasion of privacy, unjust enrichment, breach of contract (oral, written or implied), interference with contractual or advantageous relations, other torts, violation of the Civil Rights Actcovenant of good faith and fair dealing, any claims or actions arising under any and all of the following laws (as in effect or amended): the Age Discrimination in Employment Act, 29 U.S.C. §§ 621, et seq. (“ADEA”), as amended by the Reconstruction Era Older Workers Benefit Protection Act of 1990 (“OWBPA”), the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000-e et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the California Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the federal statutes at 42 U.S.C. §§ 1981 & 1981a, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Families First Coronavirus Response Act, Pub. Law 116–127, the CARES Act, Pub. Law 116-136, the Wisconsin Fair Employment and Housing Act, Wisconsin AIDS Testing Discrimination Law, Wisconsin Personnel Records Statute, Wisconsin Family and Medical Leave Act, Wisconsin Minimum Wage Law, Wisconsin Wage Payments, Claims and Collections Law, Wisconsin WARN Act, Wisconsin Cessation of Health Care Benefits Law, Wisconsin Employment Peace Act, as well as any claim or right under the California Labor CodeEmployment Agreement, the California Business and Professions CodeKEESA, or any other agreement with the California constitutionCompany or its current or prior subsidiaries or affiliates, all as amended, and any claims at other federal, state or local constitutional, statutory or common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entitylaw claims, including, without limitationbut not limited to, claims under federal, state, or local laws prohibiting employment discrimination, including any government agencyclaims for attorneys’ fees and costs, but in each case excluding the following (collectively, the “Excluded Matters”): (i) rights to any payments and benefits under this Agreement; (ii) rights to continued health coverage under COBRA and similar state laws; (iii) any claim or right to unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iv) any medical claim incurred during employment that is payable under applicable medical plans or an employer-insured liability plan; (v) rights to indemnification pursuant to Section 8 below and under any directors and officers insurance with respect to the Executive’s service to the Company in such capacity; (vi) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (vii) rights pertaining to any capital stock of the Company held directly or indirectly by the Executive and any contracts and agreements pertaining thereto; (viii) any claim or right that may arise after the execution of this Agreement; and (ix) any claim that is not otherwise waivable under applicable law. The Executive acknowledges that he has not made any claims or allegations related to sexual harassment or sexual abuse, and Employee expressly waives none of the right payments set forth in this Agreement are related to any such damages sexual harassment or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeesexual abuse.

Appears in 1 contract

Samples: Transition Agreement (Fiserv Inc)

General Release. In consideration for of the payments obligations of the Company set forth herein and benefits specified in Section 6.2(a) or Section 6.2(bother good and valuable consideration, all of which Employee agrees Employee would not be entitled without executing this Agreement, Employee, on behalf of himself and his family, heirs, spouse, agents, executors, administrators, legal representatives and their respective successors and assigns (each, a “Releasing Party” and collectively, the “Releasing Parties”), as applicable of releases and discharges the Employment Agreement, Employee agrees to unconditionally, irrevocably, Company and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesits parents, subsidiaries, related entitiesaffiliates and affiliated funds, affiliatesand their respective present and former partners, predecessorsmembers, successors, assignsdirectors, officers, directorsprincipals, managersshareholders, employees, members, shareholders, owners, representativesagents, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, successors and assigns) , in their individual and representative capacities (collectively each, a “Released Party” and collectively, the “Released Parties”) ), from and against any and all claims, actions, manner of actions and causes of action, suits, demandsdebts, dues, accounts, bonds, covenants, contracts, agreements, obligationsjudgments, lossescharges, compensation, wages, penalties, liabilities, rightsclaims, and damages of any kind or nature demands whatsoever, whether known or unknownnot now known, foreseen suspected or unforeseenclaimed, which Employee ever had, now has or may claim to have against any or and all of the other Releasing Parties have, or may hereafter have, against the Released Parties for, upon or any of them arising out of or by reason of any factcause, matter, injury, incident, circumstance, cause matter or thing whatsoever, whatsoever from the beginning of time up the world to and including the date of Employee’s execution of this Release AgreementAgreement is executed (“Claims”), including, without limitation, any claim or obligation arising from or in any way related to Employee’s 's employment with by the Bank or the Company, Company and the termination thereof, Employee's wages, compensation, bonus, expenses, and/or employee benefits, and all matters currently capable of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, being known arising under any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal statute, rule, regulation or principle of contract law (whether oral or written, express or implied), tort law or common law, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Age Discrimination in Employment Act, the Reconstruction Era Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, Arizona wage laws, Arizona equal pay laws, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the California Fair Employment Arizona Occupational Health and Housing Safety Act, the California Labor CodeArizona right to work laws, Arizona employee drug testing laws, the California Business and Professions CodeArizona Medical Marijuana Act, Arizona genetic testing laws, the California constitutionArizona criminal code, all state or local whistleblower protection statutes, codes, or regulations, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by local laws that can be legally waived. Notwithstanding the foregoing, nothing in this Agreement will: (a) affect any vested employee benefits to which Employee against the Bank and may be entitled under any existing employee benefit plans of the Company, and the other persons and entities released in (b) prohibit Employee from enforcing this General ReleaseAgreement, but, to the extent permitted by or (c) waive any claim that may not be waived under applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release provision does not include any claims that cannot lawfully be waived release the Released Parties from obligations to perform under this Agreement or released by Employeethe Merger Agreement.

Appears in 1 contract

Samples: Confidential Separation and Release Agreement (Panbela Therapeutics, Inc.)

General Release. In IN CONSIDERATION OF good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration for of the payments terms and benefits specified conditions contained in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionallyeffective as of January 4, irrevocably2021 (the “Agreement”), by and forever fully releasebetween Stxxxx X. Xxxxxx (the “Executive”) and Lakeland Industries, waiveInc. (the “Company”), the Executive on behalf of himself and discharge the Bank and the Companyhis heirs, and each and all of their pastexecutors, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successorsadministrators, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) , knowingly and voluntarily, hereby waives, remits, releases and forever discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and all of their respective current and former officers, directors, stockholders, employees, agents, attorneys, lenders, and/or owners, and their respective successors, and assigns and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively the “Released Parties”) of and from and against any and all claims, actions, manner of actions and causes of action, suits, demandsdebts, dues, accounts, bonds, covenants, contracts, agreements, obligationsjudgments, lossescharges, compensationclaims, wagescomplaints, penaltiesdamages, liabilities, rightsdemands, and damages obligations of any kind or other nature whatsoever, whether past or present, known or unknownunknown (“Losses”) which the Executive and his heirs, foreseen or unforeseenexecutors, which Employee ever administrators, and assigns have, had, now has or may claim to have hereafter have, against any or all of the Released Parties for, upon or any of them arising out of or by reason of any factcause, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up the world to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreementhereof. This General Release specifically release includes, but is not limited to, Losses arising out of or relating to the Executive’s employment by the Company and the cessation thereof, and any claim for discrimination or violation of and all matters arising under any statutes, rules, regulations or ordinances, whether federal, state state, or locallocal statute, rule, or regulation, or principle of contract law or common law relating to the Executive’s employment by the Company and the cessation thereof, including, but not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights ActAct of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment ActAct of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Reconstruction Era Civil Rights ActOlder Workers Benefit Protection Act (“OWBPA”), the California Fair Employment and Housing ActAmericans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the California Labor CodeWorker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the California Business and Professions CodeEmployee Retirement Income Security Act of 1974, the California constitutionas amended, 29 U.S.C. §§ 1001 et seq., any applicable state or local law or regulation relating to employment, and any claims at common lawclaim for or obligation to pay for attorneys’ fees, costs, fees, or other expenses. Employee further knowingly and willingly agrees It is understood that nothing in this general release is to waive the provisions and protections of Section 1542 be construed as an admission on behalf of the California Civil CodeReleased Parties of any wrongdoing with respect to the Executive, which reads: “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 RELEASEany such wrongdoing being expressly denied. The Executive does not release or discharge the Released Parties from (i) any rights to any payments, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” benefits or reimbursements due to the Executive under the Agreement; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company. This General Release covers not only release also bars any and all claims by Employee against for future damages allegedly arising from the Bank alleged continuation of the effect of any past action, omission or event, except nothing herein waives Executive’s rights to enforce this Agreement. The Executive and the CompanyCompany acknowledge that nothing in this Agreement limits or affects either party’s right, where applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), or any federal, state or local government agency. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive agrees to release, waive, relinquish and forego all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay and any other damages, benefits, remedies, or relief that Executive may be entitled to as a result of any prosecution of any administrative agency claim or commission charge, and the Executive shall not be entitled to recover any individual monetary award or relief or other persons individual remedies. Rights not waivable by law are not waived by this Agreement. The Executive represents and entities released in warrants that he fully understands the terms of this General Release, butthat he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this General Release, he will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise. If Executive is 40 years of age or older, be advised that Executive has or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) and Executive agrees that in consideration for the Severance Payment, he specifically and voluntarily waives such rights and/or claims under the ADEA which he might have against the Releasees to the extent permitted such rights and/or claims arose prior to the date this Agreement was executed. Executive understands that rights and/or claims under the ADEA which may arise after the date this Agreement is executed are not waived by applicable lawhim. By signing this General Release, it also covers the Executive does not release: (i) any claim for damages right he may have to challenge the validity of this General Release under the ADEA or reinstatement asserted on Employee’s behalf by any other person the OWBPA; or entity, including, without limitation, any government agency, and Employee expressly waives the (ii) his right to any such damages or reinstatementenforce this General Release. This General Release does not include any claims that cannot lawfully be waived or released by Employee.Executive hereby affirms and acknowledges the following:

Appears in 1 contract

Samples: Lakeland Industries Inc

General Release. (a) In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment covenants, agreements, and undertakings of the Company under the Offer and Consent Solicitation and this General Release Agreement, Employee agrees to unconditionallyeffective upon the Expiration Date, irrevocablythe Holder, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever fully releasedischarges the Company and its respective present and former, waivedirect and indirect, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesparents, subsidiaries, related entities, affiliates, predecessors, successors, assignsemployees, officers, directors, shareholders, managers, employees, members, shareholdersagents (including, ownerswithout limitation, Xxxxxx Xxxxxx & Co., LLC, as Placement Agent for the Company’s securities), representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, permitted successors, and assigns) permitted assigns (collectively the collectively, Released PartiesReleasees”) of and from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and damages demands, of any every kind or and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”), which Employee any of such Releasors ever had, now has have, or hereafter can, shall, or may claim to have against any or all of the Released Parties such Releasees for, upon upon, or by reason of any fact, matter, injurycause, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up through the Expiration Date, except for any Claims relating to rights and including the date of Employee’s execution obligations preserved by, created by, or otherwise arising out of this General Release AgreementAgreement and, including, without limitationif the Holder is a holder of any PIK Notes as of the Expiration Date, any claim or obligation Claims arising after the Expiration Date under the PIK Notes and the PIK Note Purchase Agreement; provided, however, that this General Release Agreement shall not relieve the Company from or in any way related to Employee’s employment (i) its indemnification obligations under indemnification agreements with the Bank Company’s current or former directors and officers, (ii) its obligations pursuant to employment agreements with the Company, ’s current or former employees or (iii) its repayment obligations pursuant to the termination of that employment, or an alleged breach of PIK Note Purchase Agreement and the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil CodePIK Notes, which reads: shall remain in full force and effect (the 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.” 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 Released Claims”). Notwithstanding anything else in this General Release, but, Release Agreement to the extent permitted contrary, by applicable lawexecuting this General Release Agreement (by Xxxxxx’s execution and delivery of a Letter of Transmittal and Consent, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by together with any other person required documents in accordance with the terms of the Offer and Consent Solicitation, electing thereby to participate in the Offer and Consent Solicitation, pursuant to Section 4(e) hereto) Holder shall not be deemed to have waived compliance with any provision of Securities Exchange Act of 1934 or entityof any rule or regulation thereunder, including, without limitation, or of any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeerule of a self-regulatory organization.

Appears in 1 contract

Samples: General Release Agreement (Foxo Technologies Inc.)

General Release. (a) In consideration for of, among other things, the payments Lender’s execution and benefits specified in Section 6.2(a) or Section 6.2(b)delivery of this Amendment, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, Borrower and each other Credit Party, on behalf of itself and all on behalf of their pastits agents, presentrepresentatives, and future parent companiesofficers, subsidiariesdirectors, related entitiesadvisors, employees, affiliates, predecessorsSubsidiaries, successors, assigns, legal representatives and financial advisors (the “Releasing Parties”), hereby jointly and severally releases, acquits and forever discharges (collectively, the “Releases”) the Lender and its subsidiaries, parents, affiliates, officers, directors, managers, employees, members, shareholders, owners, representativesagents, attorneys, insurersfinancial advisors, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, successors and assigns) , both present and former (collectively collectively, the “Released PartiesLender’s Affiliates” and together with the Lender, the “Releasees”) from and against any and all claims, manner of actions, causes of action, suits, demandsdebts, contractscontroversies, agreementsdamages, obligationsjudgments, lossesexecutions, compensation, wages, penalties, liabilities, rights, claims and damages of any kind or nature demands whatsoever, whether known asserted or unknownunasserted, foreseen in contract, tort, law or unforeseen, equity which Employee ever had, now any Releasing Party has or may claim to have against any or all of the Released Parties for, upon or Lender and/or the Lender’s Affiliates by reason of any factaction, matterfailure to act, injury, incident, circumstance, cause matter or thing whatsoever, whatsoever arising from the beginning of time up or based on facts occurring in each case prior to and including the date of Employee’s execution this Amendment in respect of this Release Agreementthe Credit Agreement and the other Fundamental Documents, including but not limited to, any claim or defense that relates to, in whole or in part, directly or indirectly, (i) the making or administration of the Loan, including, without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability theories”, (ii) any covenants, agreements, duties or obligation arising from obligations set forth in the Credit Agreement or any other Fundamental Documents or this Amendment, (iii) any 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 or remedy contained in the Credit Agreement or any other Fundamental Documents or at law or in any way related equity, (iv) lost profits, (v) loss of business opportunity, (vi) increased financing costs, (vii) increased legal or other administrative fees or (viii) damages to Employee’s employment with the Bank or the Companybusiness reputation (collectively, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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 PARTYClaims”).” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Security and Pledge Agreement (Hollywood Media Corp)

General Release. In consideration for Contingent upon the payments occurrence of and benefits specified in Section 6.2(a) or Section 6.2(b), effective as applicable of the Employment AgreementClosing, Employee (a) each of TVG and WGSB agrees not to unconditionally, irrevocably, xxx and forever fully release, waive, releases and discharge the Bank and discharges the Company, WXL, WXBV and each and all of CTS, including, without limitation, their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsrespective directors, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneysagents, insurers, reinsurers, assigns and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, past and assigns) present (collectively collectively, the “Released Parties”) "CTS RELEASEES"), with respect to and from and against any and all claims, issuances of the Company's stock, notes or other securities, any demands, rights, liens, agreements, contracts (including, without limitation, the Company Subscription Agreement and/or the Company Shareholders' Deed), covenants, actions, suits, causes of action, suits, demands, contracts, agreements, obligations, lossesdebts, compensationcosts, wagesexpenses, penaltiesdamages, liabilitiesjudgments, rights, orders and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether now known or unknown, foreseen and whether or unforeseennot concealed or hidden, all of which each of TVG and/or WGSB now owns or holds or has at any time owned or held against the CTS Releasees; and (b) each of WXBV, CTS, WXL and the Company agrees not to xxx and fully releases and discharges TVG and WGSB, including, without limitation, its directors, officers, employees, shareholders, representatives, agents, assigns and successors, past and present (collectively, the "TVG RELEASEES"), with respect to and from any and all claims, issuances of the Company's stock, notes or other securities, any demands, rights, liens, agreements, contracts (including, without limitation, the Company Subscription Agreement and/or the Company Shareholders' Deed), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which WXBV, CTS, WXL and/or the Company now owns or holds or has at any time owned or held against the TVG Releasees. It is the intention of WXBV, CTS, WXL, WGSB, TVG and the Company that the foregoing releases be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, each of WXBV, CTS, WXL, WBSG, TVG and the Company hereby expressly waives, effective as of the Closing Date, any and all rights and benefits conferred upon each such party by the provisions of Section 1542 of the California Civil Code and expressly consents that this release shall be given full force and effect according to each and all of its express terms and provisions, including as well, those related to unknown and unsuspected claims, demands and causes of action, if any, as those relating to any other claims, demands and causes of action hereinabove specified, but only to the extent such section is applicable to releases such as this. Section 1542 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, which Employee ever had, now has or if known by him must have materially affected his settlement with the debtor." Nothing in this SECTION 6.2 shall in any way affect any rights that any party hereto may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of other party under this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related right of indemnification pursuant to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment this Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Communication Telesystems International)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the CompanyI, and each of my respective heirs, executors, administrators, representatives, agents, successors and all assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic, its subsidiaries and affiliates (the “Company Group”) and each of their pastrespective officers, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, successors and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) assigns from and against any and all claims, actions, causes of action, suitsrights, judgments, obligations, damages, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages accountings or liabilities of any whatever kind or nature whatsoevercharacter (collectively, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement“Claims”), 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 arising from 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 benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to Employee’s or arising out of any aspect of my employment with the Bank or the CompanyCompany Group, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans 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 Reconstruction Era Civil Rights Act, Constitution of the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, United States or of any particular State; and any claims at other law, common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 or statutory, of the California Civil CodeUnited States, which reads: or any particular State; any claim for 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 hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all 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 benefits described in the Employee’s Employment Agreement dated , 20 (the 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 RELEASEEmployment Agreement”), AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only shall be in full satisfaction of any and all claims by Employee Claims for payments or benefits, whether express or implied, that the Releasors may have against the Bank Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeetermination thereof.

Appears in 1 contract

Samples: Employment Agreement (Sonic Corp)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, Company and each and all of their pastevery current and former parent, presentsubsidiary, affiliate, division, partner, trustee, stockholder, director, officer, principal, member employee, successor, predecessor, assign, attorney, and future parent companiesagent of , subsidiarieson behalf of themselves and their respective heirs, related entitiesexecutors, affiliatesadministrators, predecessorsagents, successorsmembers, assignsmanagers, directors, shareholders, officers, directorssuccessors and assigns (all of the foregoing, managerscollectively, employeesthe “Company Releasors”), membershereby release and forever discharge Leonite as well as each and every current and former parent, shareholderssubsidiary, ownersaffiliate, representativesdivision, partner, trustee, stockholder, director, officer, principal, member employee, successor, predecessor, assign, attorney, and agent of Xxxxxxx (individually and together), its agents, attorneys, insurerssuccessors and assigns (all of the foregoing, reinsurerscollectively, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesLeonite Releasees”) from and against any and of all claims, actions, claims or causes of action, suits, demandsdebts, contractssums of money, agreementsaccounts, obligationscovenants, lossescontracts (including but not limited to the Note and/or any portions thereof), compensationcontroversies, wagesagreements (including but not limited to the Note and/or any portions thereof), penaltiespromises, liabilitiesdamages, rightsclaims and demands whatsoever, both in law and damages in equity, which Company Releasors ever had, now have, or may have against Leonite Releasees by reason of any kind matter, cause, or nature whatsoeverthing whatever, whether known or unknown, foreseen or unforeseen, which Employee ever hadliquidated or unliquidated, now has and whether latent or may claim patent, including but not limited to all causes of action for negligence, breach of contract, open account, account stated, unjust enrichment, breach of guaranty, claims of lien, breach of fiduciary duty, undue influence, exploitation, civil theft, fraud, conversion, replevin, surcharge, accounting, injunction, intermeddler, improper receipt of inter vivos/post-death assets, defamation, libel or slander, attorney’s fees and/or costs, and all other intentional and/or unintentional torts that could have been asserted by or against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoeverLeonite Releasees, from the beginning of time up the world to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Settlement and Exchange Agreement (Golden Developing Solutions, Inc.)

General Release. In consideration for the payments and benefits specified in Section 6.2(a(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, hereby releases and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their past, presentpresent and future subsidiaries, divisions, affiliates and their respective successors and assigns, and their past, present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsemployees, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneysagents, insurers, reinsurersemployee welfare benefit plans, employee pension benefit plans and deferred compensation plans, and agents (their trustees, administrators and the past, presentother fiduciaries, and future officersall persons acting by, directorsthrough, managersunder or in concert with them, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents or any of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) them (collectively the "Released Parties”) "), of and from and against any and all claims, actions, causes manner of action, suitscause of action, demandsin law or in equity, contractssuit, agreementsdebt, obligationslien, lossescontract, compensationagreement, wagespromise, penaltiesliability, liabilitiesclaim, rightsdemand, and damages damage, loss, cost or expense, of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called "Claims"), which Employee ever had, now has or may claim to hereafter have against any or all of the Released Parties forParties, upon or any of them, by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up to and including the date of Employee’s execution of time. Employee understands that this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related release includes all Claims Employee may have relating to Employee’s employment with the Bank or the Company's hiring, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, remuneration (including but not limited toto salary, bonus, incentive or other compensation, stock options, vacation, sick leave, health insurance benefits, benefits from any employee stock ownership, stock option plans, profit-sharing and/or deferred compensation plan) or termination of employment by the Company (including any Claims under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Civil Rights Act of 1866, as amended; the Consolidated Omnibus Budget Reconciliation Act, ; the Age Discrimination in Employment Act, as amended; the Reconstruction Era Civil Rights Equal Pay Act, as amended; the California Fair Employment and Housing Labor Standards Act, as amended; the California Labor CodeEmployee Retirement Income Security Act, as amended; the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the CompanyAmericans with Disabilities Act, and the Texas Commission on Human Rights Act; other persons applicable state employment discrimination statutes; applicable state wage and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by hour statutes; and/or any other person local, state or entityfederal law governing discrimination in employment and/or the payment of wages or benefits). In giving this release, including, without limitation, any government agency, Employee forever releases and Employee expressly waives gives up Employee's employment rights and employee status with the right to any such damages or reinstatementReleased Parties and each of them. This General Release does and Separation Agreement is personal to Employee and may not include any claims that cannot lawfully be waived or released assigned by him and is binding on and shall inure to the benefit of Employee.

Appears in 1 contract

Samples: Release and Separation Agreement (La Quinta Properties Inc)

General Release. In consideration for For valuable consideration, the payments receipt and benefits specified in Section 6.2(a) or Section 6.2(b)adequacy of which are hereby acknowledged, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, undersigned does hereby release and forever fully release, waive, and discharge the Bank “Releasees” hereunder, consisting of Rightside Group, Ltd., a Delaware corporation and Rightside Operating Co. (collectively, the Company, ”) and each and all of their past, present, and future parent companiesits partners, subsidiaries, related entitiesassociates, affiliates, predecessorssuccessors, successorsheirs, assigns, officersagents, directors, managersofficers, employees, members, shareholders, owners, representatives, attorneyslawyers, insurers, reinsurersand all persons acting by, through, under or in concert with them, or any of them, of and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, manner of action or actions, cause or causes of action, in law or in equity, suits, demandsdebts, liens, contracts, agreements, obligationspromises, liability, claims, demands, damages, losses, compensationcosts, wagesattorneys’ fees or expenses, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called “Claims”), which Employee ever had, the undersigned now has or may claim to hereafter have against the Releasees, or any or all of the Released Parties forthem, upon or by reason of any fact, matter, injurycause, 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 the generality of Employee’s execution the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of this Release Agreementemployment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in In Employment Act, the Reconstruction Era Civil Rights Americans With Disabilities Act, and the California Fair Employment and Housing ActWashington State Law Against Discrimination, Revised Code of Washington, Title 49, Chapter 49.60. Notwithstanding the California Labor Codeforegoing, this general release (the California Business and Professions Code, the California constitution, and “Release”) shall not operate to release any rights or claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Codeundersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, which reads: dated as of January 6, 2014, between Rightside Group, Ltd., Rightside Operating Co. and the undersigned (the 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 RELEASEEmployment Agreement”), AND THAT IF KNOWN BY HIM OR HERwhichever is applicable to the payments and benefits provided in exchange for this Release, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only (ii) to payments or benefits under any and all claims by Employee against equity award agreement between the Bank undersigned and the Company, (iii) with respect to Section 2(b)(vii) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to 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 of other persons and entities released in this General Releasesimilar governing document of the Company, but, or (vi) to the extent permitted any Claims which cannot be waived by an employee under applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee . The undersigned hereby expressly waives and relinquishes all rights and benefits not covered by a general release wherein a general release cannot extend to claims which the right to any such damages or reinstatement. This General Release creditor does not include know or suspect to exist in his/her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Executive hereby expressly waives and relinquishes all rights and benefits Executive may have under any claims that canstatutes or common law practices of similar effect not lawfully be waived or released by Employee.a general release. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Rightside Group, Ltd.)

General Release. (a) In consideration for the payments of and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable subject to receipt of the Employment AgreementSettlement Amount, Employee agrees to unconditionallythe receipt and sufficiency of which is acknowledged by Employee, irrevocablyEmployee, for [himself/herself] and [his/her] heirs, executors, administrators, personal representatives, successors and assigns does hereby release, remise, acquit and forever fully release, waive, and discharge the Bank Company and the Companyits parents, subsidiaries, affiliates, stockholders, and each of its and all of their past, presentpredecessors and successors in interest, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, the present and former directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, representatives and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successorsof the foregoing, and assigns) the heirs, executors, administrators, successors and assigns thereof, in whatever capacity any of them may have acted (collectively collectively, the “Released Parties”) ), of and from and against any and all claims, demands, obligations, judgments, actions, causes of action, suitsdebts, demands, contracts, agreements, obligationsdamages, losses, compensationexpenses, wagescosts, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any kind or nature whatsoever, whether known or unknown, foreseen vested or unforeseencontingent, in law, equity or otherwise, which Employee ever had, had or now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or localParties, including, but not limited to, claims or rights relating to (i) Employee’s service to the Company as an employee, officer or director, (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) claims or rights under Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment ActAct of 1967, as amended by the Older Workers’ Benefits Protection Act (ADEA), the Reconstruction Era Civil Rights ActAmericans with Disabilities Act of 1990 (ADA), the California Fair Employment and Housing ActNew Jersey Law Against Discrimination (LAD), the California Labor CodeConsolidated Omnibus Budget Reconciliation Act (COBRA), the California Business and Professions CodeEmployee Retirement Income Security Act (ERISA), the California constitutionImmigration Reform and Control Act (IRCA), the Fair Labor Standards Act (FLSA), the Conscientious Employee Protection Act (CEPA), the Family Medical Leave Act (FMLA), the New Jersey Family Leave Act (NJFLA), the New Jersey Wage and Hour Law, and any claims at other federal, state, common law. Employee further knowingly and willingly agrees or local laws relating to waive the provisions and protections of Section 1542 of the California Civil Codediscrimination, which reads: “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 RELEASEemployment, AND THAT IF KNOWN BY HIM OR HERwages, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any and all claims by Employee against the Bank and the Companyhours, 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, terms and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeconditions of employment.

Appears in 1 contract

Samples: Settlement Agreement and General Release (Arkados Group, Inc.)

General Release. In consideration (a) Except as to the rights and obligations provided for under the payments terms of this Agreement, Named Plaintiff, on behalf of herself and benefits specified in Section 6.2(a) or Section 6.2(b)her heirs, as applicable assigns, beneficiaries, successors and marital community and on behalf of each of the Employment AgreementClass Members and their respective heirs, Employee agrees to unconditionallyassigns, irrevocablybeneficiaries, successors, marital communities, domestic partnerships or civil unions, hereby releases and forever fully release, waive, and discharge the Bank and the Company, discharges Defendant and each and all of their past, its present, former and future parent companiesparents, subsidiaries, related entitiesdivisions, affiliates, predecessors, successorssuccessors and assigns, assignsand the present and former directors, officers, directorsemployees, managersagents, employeesinsurers, members, shareholdersattorneys, ownersaccountants, advisors, consultants, vendors, representatives, attorneyspartners, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliatesjoint venturers, predecessors, successorssuccessors and assigns of each of them (collectively, and assigns) (collectively the “Released PartiesDefendant Releasees”) from and against any and all losses, fees, charges, complaints, claims, debts, torts, controversies, liabilities, damages, demands, obligations, rights, attorneys’ fees, costs, expenses, actions, and causes of actionaction of every nature, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightscharacter, and damages of any kind or nature whatsoeverdescription, whether known or unknown, foreseen asserted or unforeseenunasserted, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, punitive, exemplary or compensatory at law or in equity, which Employee ever hadNamed Plaintiff and the Class Members who do not opt out have, now has own or may claim to have hold against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach Defendant Releasees as of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation Effective Date that arise out of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of and/or relate to the Civil Rights Act, facts and claims alleged in the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionComplaint, and any other claims at common lawrelating to any overdraft and/or nonsufficient funds fees assessed against said Class Members (the “Released Claims”). Employee further knowingly and willingly agrees to waive Upon the provisions and protections of Section 1542 occurrence of the California Civil CodeEffective Date, which reads: “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 RELEASEeach Class Member who does not opt out and each of their respective heirs, AND THAT IF KNOWN BY HIM OR HERassigns, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any and all claims by Employee against the Bank and the Companybeneficiaries, successors, marital communities, domestic partnerships or civil unions, shall also be deemed to, and the other persons and entities released in this General Release, but, pursuant to the extent permitted by applicable lawFinal Approval Order shall have, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, released and Employee expressly waives forever discharged the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeDefendant Releasees from the Released Claims.

Appears in 1 contract

Samples: Settlement Agreement

General Release. In consideration for of, among other things, the payments Noteholders’ execution and benefits specified in Section 6.2(a) or Section 6.2(bdelivery of this Fifth Amended Forbearance Agreement, the Company and the Subsidiaries, on behalf of themselves and their successors and assigns (collectively, the “Releasors”), hereby forever agree and covenant not to xxx or prosecute against the Releasees (as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, defined below) and hereby forever fully release, waive, release and discharge to the Bank and the Companyfullest extent permitted by law, and each and all of their pastReleasee from, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claimsclaims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, contracts, agreements, obligationsbonds, lossesbills, compensationspecialties, wagescovenants, penaltiescontroversies, liabilitiesvariances, rightstrespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and damages of any kind or nature whatsoeverkind, whether known or unknown, foreseen whether now existing or unforeseenhereafter arising, which Employee ever hadwhether arising at law or in equity, now has or may claim to have against the Noteholders in any or capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the Released Parties forofficers, upon directors, employees, agents, attorneys, advisors, auditors, consultants and other representative of each of the foregoing (collectively, the “Releasees”), based in whole or by reason in part on facts whether or not now known, existing on or before the Fifth Amended Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with (i) any factaspect of the business, matteroperations, injuryassets, incidentproperties, circumstanceaffairs or any other aspect of the Company or the Subsidiaries; (ii) any aspect of the dealings or relationships between or among the Company and the Subsidiaries, cause on the one hand, and the Noteholders, on the other hand, or thing whatsoever(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 the beginning of time up to and including the date of Employee’s execution of their express obligations under this Release Fifth Amended Forbearance Agreement, includingthe Indenture, without limitationthe Intercreditor Agreement and the Collateral Agreements. In entering into this Fifth Amended Forbearance Agreement, the Company and the Subsidiaries consulted with, and have been represented by, legal counsel and expressly disclaim any claim reliance on any representations, acts or obligation arising from or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way related to Employee’s employment with the Bank on any such representations, acts and/or omissions or the Companyaccuracy, completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Fifth Forbearance Period and the termination of that employment, or an alleged breach this Fifth Amended Forbearance Agreement and payment in full of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 PARTYObligations.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Forbearance Agreement (Wornick CO)

General Release. In consideration for I, Xxxxxx Xxxxxx, the undersigned, agree to accept the payments and benefits specified set forth on Section 6 of the employment agreement between me and Lifetime Brands, Inc. (the “Company”) dated as of , 2017 (the “Employment Agreement”) in Section 6.2(a) full resolution and satisfaction of, and hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE, REMISE AND FOREVER DISCHARGE the Company and Releasees from any and all agreements, promises, liabilities, claims, demands, rights and entitlements of any kind whatsoever, in law or Section 6.2(bequity, whether known or unknown, asserted or unasserted, fixed or contingent, apparent or concealed, to the maximum extent permitted by law (“Claims”), which I, my heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever existing, arising, occurring or relating to my employment and/or termination thereof with the Company and Releasees, or my economic rights as applicable an equity holder of the Company or Releasees, at any time on or prior to the date I execute this general release and waiver of Claims (this “Release”), including, without limitation, any and all Claims arising out of or relating to compensation, benefits, any and all contract claims, tort claims, fraud claims, claims for bonuses, commissions, sales credits, etc., defamation, disparagement, or other personal injury claims, claims for accrued vacation pay, claims under any federal, state or municipal wage payment, harassment, retaliation, discrimination or fair employment practices law, statute or regulation, and claims for costs, expenses and attorneys’ fees with respect thereto. This Release includes, without limitation, any and all rights and claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1871 and 1991, Section 1981 of U.S.C., the Employee Retirement Income Security Act, the Age Discrimination in Employment Act (including but not limited to the Older Workers Benefit Protection Act), the Americans with Disabilities Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, the Equal Pay Act, New York State Human Rights Law, New York Equal Pay Law, New York Equal Rights Law, New York Off-duty Conduct Lawful Activities Discrimination Law, New York State Labor Relations Act, Article 23-A of the New York State Corrections Law, New York Whistleblower Statute, New York Family Leave Law, New York Minimum Wage Act, New York Wage and Hour Law, New York Wage Hour and Wage Payment Law, New York WARN Act, and retaliation provisions of New York Workers’ Compensation Law, and all amendments to the foregoing, and any other federal, state or local statute, ordinance, regulation or constitutional provision regarding employment, compensation, employee benefits, termination of employment or discrimination in employment. Except as permitted by Section 11(d) of the Employment AgreementAgreement and explained below, Employee agrees I represent and affirm (i) that I have not filed any Claim against the Company or Releasees and (ii) that to unconditionallythe best of my knowledge and belief, irrevocablythere are no outstanding Claims. For the purpose of implementing a full and complete release and discharge of Claims, I expressly acknowledge that this Release is intended to include in its effect, without limitation, all the Claims described in the preceding paragraphs, whether known or unknown, apparent or concealed, and forever fully releasethat this Release contemplates the extinction of all such Claims, waiveincluding Claims for attorney’s fees. I expressly waive any right to assert after the execution of this Release that any such Claim has, through ignorance or oversight, been omitted from the scope of the Release. For purposes of this Release, the term “the Company and discharge Releasees” includes the Bank Company and the Company, and each and all of their its past, present, present and future parent companiesdirect and indirect parents, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliatesdivisions, predecessors, successors, and assigns, and their past, present and future officers, directors, shareholders, representatives, agents, attorneys and employees, in their official and individual capacities, and all other related individuals and entities, jointly and individually, and this Release shall inure to the benefit of and shall be binding and enforceable by all such entities and individuals. Notwithstanding anything in this Release to the contrary, I do not waive (i) my existing right to receive vested accrued benefits under plans or programs of the Company under which I have accrued benefits (collectively other than under any Company separation or severance plan or programs), (ii) any claims that, by law, may not be waived, (iii) any right to indemnification under the governing documents of the Company or any indemnification agreement between me and the Company, or under any directors and officers insurance policy, with respect to my performance of duties as an officer or director of the Company, and (iv) any claim or right I may have for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law. I understand that nothing in this Release or the Employment Agreement restricts or prohibits me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Released PartiesRegulators) ), or from and against making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, I acknowledge that to the maximum extent permitted by law, I am waiving my right to receive any and all claimsindividual monetary relief from the Company or any others covered by this Release resulting from such claims or conduct, actions, causes regardless of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightswhether I or another party has filed them, and damages in the event I obtain such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Release and the Employment Agreement. I understand that this Release and the Employment Agreement do not limit my right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all law. I further understand that I do not need the prior authorization of the Released Parties forCompany to engage in conduct protected by this Paragraph, upon and that I do not need to notify the Company that I have engaged in such conduct. I have taken notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or by reason a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of any facta suspected violation of the law, matteror in connection with a lawsuit for retaliation for reporting a suspected violation of the law. I acknowledge that for purposes of my entitlement to the payments and benefits set forth in Section 6 of the Employment Agreement, injurythis Release will not become effective unless and until I have signed and returned this Release to the Company, incidentand have not revoked it pursuant to the following paragraph. I further acknowledge that I have had at least 21 days from my receipt of this Release, circumstanceto review and consider this Release, cause or thing whatsoeverto consult with an attorney prior to executing this Release, from the beginning of time up and have been provided 7 days to and including the date of Employee’s revoke my execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related by delivering a written notice of revocation to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS I ACKNOWLEDGE THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE I HAVE READ THIS RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatementI UNDERSTAND AND VOLUNTARILY ACCEPT ITS TERMS. This General Release does not include any claims that cannot lawfully be waived or released by Employee.Xxxxxx Xxxxxx Date

Appears in 1 contract

Samples: Employment Agreement (Lifetime Brands, Inc)

General Release. In consideration for of the payments and benefits specified to be made under the Change in Section 6.2(a) or Section 6.2(bControl Severance Agreement, dated as of , 20 , to which Quorum Health Corporation. (the “Corporation”), as applicable of QHCCS, LLC (the Employment Agreement, Employee agrees to unconditionally, irrevocably“Employer”), and forever fully (the “Executive”) are parties (the “Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, waiveremise, acquit and forever discharge the Bank Corporation, the Employer and the Companyparents, subsidiaries and affiliates of each of them (collectively, the “Corporation Affiliated Group”), their present and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Corporation Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any Corporation Released Party (an “Action”) arising out of or all in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties forCorporation Affiliated Group (or the predecessors thereof), upon including (i) the termination of such service in any such capacity, (ii) for severance or by reason 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 laws (including, without limitation, all 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 and all Actions arising under the civil rights laws of any factfederal, matter, injury, incident, circumstance, cause state or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementlocal jurisdiction, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

Samples: Change in Control Severance Agreement (Quorum Health Corp)

General Release. In consideration exchange for the payments and benefits specified consideration set forth in Section 6.2(a) or Section 6.2(bthe Separation letter dated April 29, 2016 (the “Separation Agreement”), as applicable of I, Xxxxxxx X. Xxxxxxx, agree, for myself, my spouse, heirs, executor or administrator, assigns, insurers, attorneys, and other persons or entities acting or purporting to act on my behalf (the Employment Agreement“Executive’s Parties”), Employee agrees to unconditionallyirrevocably and unconditionally release, irrevocablyacquit, and forever fully releasedischarge Arbutus Biopharma, waiveInc. (the “Company”), and discharge Arbutus Biopharma Corporation (the Bank and the Company, “Parent”) and each and all of their past, present, and future parent companiesaffiliates, subsidiaries, related entitiesdirectors, affiliatesofficers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representativesinsurers, attorneys, insurers, reinsurersbenefit plans sponsored by the Company or the Parent, and said plans’ fiduciaries, agents and trustees (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Company’s Parties”) ), from and against any and all claims, actions, causes of action, suits, demands, contracts, agreementsclaims, obligations, losses, compensation, wages, penalties, liabilities, rightsdebts, demands, contentions, damages, judgments, levies, and damages executions of any kind or nature whatsoeverkind, whether in law or in equity, known or unknown, foreseen or unforeseenwhich the Executive’s Parties have, which Employee ever have had, now has or may in the future claim to have against any or all of the Released Company’s Parties for, upon or by reason of, arising out of, related to, or resulting from my employment with the Company or the Separation of that employment. This release specifically includes without limitation any factclaims arising in tort or contract, matterany claim based on wrongful discharge, injuryany claim based on breach of contract, incidentany claim arising under federal, circumstancestate or local law prohibiting race, cause sex, age, religion, national origin, handicap, disability, or thing whatsoeverother forms of discrimination, from the beginning of time up any claim arising under federal, state, or local law concerning employment practices, and any claim relating to and including the date of Employee’s execution of this Release Agreement, includingcompensation or benefits. This specifically includes, without limitation, any claim that I have or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, have had under Title VII of the Civil Rights ActAct of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Reconstruction Era Civil Rights Americans with Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companyas amended, and the Employee Retirement Income Security Act of 1974, as amended. It is understood and agreed that the 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 me or my beneficiary may be entitled under the terms and provisions of any employee benefit plan of the Company or the Parent which have accrued as of the Separation Date (as defined in the Separation Agreement), and does not include a waiver of the right to benefits and payment of consideration to which I may be entitled under the Separation Agreement. I acknowledge that I am entitled to only the severance benefits and compensation set forth in the Separation Agreement, and that all other persons claims for any other benefits or other compensation are hereby waived, except those expressly stated in the preceding sentence. I hereby acknowledge my understanding that under this General Release I am releasing any known or unknown claims I may have. I specifically agree and entities released acknowledge that: (a) my waiver of rights under this General Release is knowing and voluntary as required under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq. and the Older Workers Benefit Protection Act; (b) I understand the terms of this General Release; (c) the Company has advised me to consult with an attorney prior to executing this General Release; (d) the Company has given me a period of up to twenty-one (21) days within which to consider this General Release; and (e) following my execution of this General Release, butI have seven (7) days in which to revoke this General Release, only insofar as it extends to potential claims under the extent permitted by applicable lawADEA. If I choose not to so revoke, then this General Release shall then become effective and enforceable and the payment contemplated under the terms of the Separation Agreement shall then be made to me in accordance with the terms of the Separation Agreement. Should I elect to revoke this General Release insofar as it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitationextends to potential claims under the ADEA, any government agencysuch revocation must be in writing and delivered by hand or by certified mail (return receipt requested) within the seven day revocation period to Xxxx Xxxxxx, 000-0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0. I expressly waive and Employee expressly waives the right relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any such damages or reinstatementmy release of claims. This General Release does not include any claims that cannot lawfully be waived or released by Employee./s/Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Date: April 29, 2016

Appears in 1 contract

Samples: Employment Agreement (Arbutus Biopharma Corp)

General Release. In consideration The Executive, for the payments Executive and benefits specified in Section 6.2(afor the Executive’s heirs, executors, administrators, successors, and assigns (referred to collectively as “Releasors”) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to hereby irrevocably and unconditionally, irrevocablyand knowingly and voluntarily, waives, terminates, cancels, releases, and discharges forever fully releasethe Company and its subsidiaries, waiveaffiliates, and discharge the Bank related entities and the Company, and each any and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, respective predecessors, successors, assigns, officersand employee benefit plans, together with each of their respective owners, assigns, agents, general and limited partners, shareholders, directors, managersofficers, employees, membersattorneys, shareholdersadvisors, ownerstrustees, fiduciaries, administrators, agents, and representatives, attorneys, insurers, reinsurers, and agents (any of their predecessors and the past, present, successors and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents each of any such parent companies, subsidiaries, related entities, affiliates, predecessorstheir estates, successors, heirs and assigns) assigns (collectively collectively, the “Released PartiesCompany Releasees”) from and against any and all charges, allegations, complaints, claims, actionsliabilities, obligations, promises, agreements, causes of action, suitsrights, demands, contracts, agreements, obligationscosts, losses, compensation, wages, penalties, liabilities, rightsdebts, and damages expenses of any kind or nature whatsoever, whether known or unknown, foreseen suspected or unforeseenunsuspected (collectively, “Claims”) which Employee the Executive or the Releasors ever had, now has have, may have, or hereafter can, will, or may claim to have against (either directly, indirectly, derivatively, or in any or all of the Released Parties for, upon or other representative capacity) by reason of any matter, fact, matter, injury, incident, circumstance, or cause whatsoever against the Company or thing whatsoever, any of the other Company Releasees: (a) from the beginning of time up to and including the date upon which the Executive signs this Release; (b) arising out of, or relating to, the Executive’s employment with the Company and/or the termination of Employeethe Executive’s execution employment; or (c) arising out of this or related to any agreement or arrangement between the Executive and/or any Company Releasees. This Release Agreementincludes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state, and/or local labor, employment, whistleblower, and/or anti-discrimination laws and/or regulations, including, without limitation, any claim or obligation arising from or the Age Discrimination in any way related to Employee’s employment with Employment Act of 1967 (“ADEA”), Title VII of the Bank or the CompanyCivil Rights Act of 1964, the termination Employee Retirement Income Security Act of that employment1974, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act, the Labor Management Relations Act, the National Labor Relations Act, Title 3 of Maryland’s Labor and Employment Code, the Maryland Wage Payment and Collection Act, the anti-discrimination ordinances of Xxxxxxxxxx County (Xxxxxxxxxx Cty., Md., Code §§ 27-11, et seq.), and any similar federal, Maryland or other state, or an alleged breach municipal act, statute, or ordinance, including all amendments to any of the Employment Agreement. This General Release specifically includesaforementioned acts, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state ordinances or local, under any common law or equitable theory including, but not limited to, Title VII tort, breach of the Civil Rights Actcontract, the Age Discrimination in Employment Actfraud, the Reconstruction Era Civil Rights Actfraudulent inducement, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionpromissory estoppel, and any claims at common law. Employee further knowingly defamation and willingly agrees to waive the provisions and protections violations of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person federal, state, or entitymunicipal fair employment acts, statutes, or laws, including, without limitation, violations of any government agencyother act, and Employee expressly waives statute, law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the right to foregoing; provided, however, that nothing in this Release shall release or impair any such damages or reinstatement. This General Release does not include any claims rights that cannot lawfully be waived or released by Employeeunder applicable law.

Appears in 1 contract

Samples: General Release (Altimmune, Inc.)

General Release. (a) In consideration for of my relinquishing my rights --------------- to future employment and cancellation of my rights under the payments Employment Agreement dated April 25, 1997 between Employee and benefits specified in Section 6.2(aCTN (as defined below) or Section 6.2(b(the "Employment Agreement"), as applicable I, Xxxxx Xxxxx ("Employee"), release, dismiss, covenant not to xxx and forever discharge CTN Media Group, Inc., f/k/a College Television Network, Inc., a Delaware corporation ("CTN") and its majority shareholder, U-C Holdings, L.L.C. ("Holdings"), a Delaware limited liability company (collectively, all of the Employment Agreement, Employee agrees foregoing are referred to unconditionally, irrevocably, and forever fully release, waive, and discharge as the Bank and the "Company, and each ") and all of their pastaffiliated corporations, presentlimited liability companies or partnerships and stockholders, and future parent companiesmembers, subsidiariesmanagers, related entitiesofficers, affiliatesdirectors, employees, agents, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, transferees and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) assigns from and against any and all claims, actions, causes of action, suits, demandsdamages, contractsdebts, agreementsclaims, obligationscounterclaims, lossesobligations and liabilities of whatever nature, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitationbut not limited to those actions, any claim causes of action, suits, damages, debts, claims, counterclaims, obligations and liabilities, resulting or obligation arising from out of, directly or in any way related to Employee’s employment with the Bank or the Companyindirectly, the termination of that employment, or an alleged breach of employment relationship between Employee and the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, Company (including, but not limited to, claims for compensation, salary, bonuses, severance pay or other benefits), the termination of the employment relationship, any promises made to or agreements with Employee while he was employed at the Company, Employee's ownership, directly or indirectly, of capital stock in the Company, Employee's ownership or right to receive equity in Holdings, or the failure to offer employment with the Company, including, without limitation, by reason of specification, any claims for breach of contract, failure to hire, wrongful discharge of any kind, and any claims arising under any federal, state, or local laws or ordinances, including, without limitation, by reason of specification, the Federal Securities Act of 1933, as amended, the Federal Securities Exchange Act of 1934, as amended, the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Older Workers Benefits Protection Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any common law claims at common lawnow or hereafter recognized. Employee further knowingly does hereby agree and willingly agrees acknowledge that except for the payments pursuant to waive the provisions and protections of Section 1542 of the California Civil CodeParagraph 3 below, which reads: “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 RELEASEEmployee is entitled to no compensation, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any and all claims by Employee against the Bank and benefits or other rights or privileges from 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Payment Agreement (CTN Media Group Inc)

General Release. In consideration The Employee agrees, for the payments himself, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and benefits specified in Section 6.2(a) other persons or Section 6.2(b)entities acting or purporting to act on his behalf, as applicable of the Employment Agreementto irrevocably and unconditionally release, Employee agrees to unconditionally, irrevocably, acquit and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesits affiliates, subsidiaries, related entitiesdirectors, affiliatesofficers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representativesinsurers, attorneys, insurersbenefit plans sponsored by the Company and said plans' fiduciaries, reinsurersagents and trustees, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes cause of action, suits, demands, contracts, agreementsclaims, obligations, losses, compensation, wages, penalties, liabilities, rightsdebts, demands, contentions, damages, judgments, levies and damages executions of any kind or nature whatsoeverkind, whether in law or in equity, known or unknown, foreseen or unforeseenwhich the Employee has, which Employee ever has had, now has or may in the future claim to have against any or all of the Released Parties for, upon or Company by reason of, arising out of, related to, or 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 factclaim arising under federal, matterstate or local law prohibiting race, injurysex, incidentage, circumstancereligion, cause national origin, handicap, disability or thing whatsoeverother forms of discrimination, from the beginning of time up any claim arising under federal, state or local law concerning employment practices, and any claim relating to and including the date of Employee’s execution of this Release Agreement, includingcompensation or benefits. This specifically includes, without limitation, any claim which the Employee has or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, has had under Title VII of the Civil Rights ActAct of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Reconstruction Era Civil Rights Americans with Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companyas amended, and the other persons Employee Retirement Income Security Act of 1974, as amended. It is understood and entities released agreed that the waiver of benefits and claims contained in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives Section does not include a waiver of the right to payment of any such damages vested, nonforfeitable benefits to which the Employee or reinstatement. This General Release 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 Agreement. The Employee acknowledges that he is only entitled to the additional benefits and compensation set forth in this Agreement, and that all other claims for any claims that cannot lawfully be waived other benefits or released by Employeecompensation are hereby waived, except those expressly stated in the preceding sentence.

Appears in 1 contract

Samples: Separation Agreement (Agl Resources Inc)

General Release. In (a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the Closing, in consideration for of the payments mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and benefits specified in Section 6.2(a) each of his, her or Section 6.2(bits 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 “Releasing Party” and, collectively, the “Releasing Parties”), as applicable of the Employment Agreementhereby absolutely, Employee agrees to unconditionallyunconditionally and irrevocably releases, irrevocably, acquits and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their pastits former, present, present and future Affiliates, parent and subsidiary companies, subsidiaries, related entities, affiliatesjoint ventures, predecessors, successorssuccessors and assigns (including Purchaser and its Affiliates), assignsand their respective former, officerspresent and future Representatives, directorsinvestors, managers, employeesstockholders, members, shareholderspartners, ownersinsurers and indemnitees (collectively, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) of and from and against any and all claimsmanner of action or inaction, actions, cause or causes of action, suitsProceedings, demandsLiens, contractsContracts, agreementspromises, obligationsLiabilities or Damages (whether for compensatory, lossesspecial, compensationincidental or punitive Damages, wages, penalties, liabilities, rights, and damages equitable relief or 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, foreseen whether fixed or unforeseencontingent, 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 Employee such Releasing Parties, or any of them, ever had, now has have had or ever in the future may claim to have against any or all of the Released Parties forParties, upon or by reason any of any factthem, matterand which are based on acts, injury, incident, circumstance, cause events or thing whatsoever, from the beginning of time omissions occurring up to and including the date of Employee’s execution of this Release AgreementClosing (the “Released Claims”); provided, includinghowever, without limitationthat the foregoing release shall not release, any claim impair or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companydiminish, and the other persons term “Released Claims” shall not include, in any respect any rights of: (i) the Sellers under this Agreement or any written agreement entered into by such Seller and entities released any of Purchaser, the Company or their Affiliates in connection with this General ReleaseAgreement; or (ii) the Releasing Parties to indemnification, butreimbursement or advancement of expenses under the provisions of the Operating Agreement (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, manager, member or employee of the Company with respect to any act, omission, event or transaction occurring on or prior to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger

General Release. In consideration for Xxxxx X. Xxxx (the payments and benefits specified in Section 6.2(a) or Section 6.2(b“Executive”), as applicable on behalf of the Employment AgreementExecutive and the Executive’s heirs, Employee agrees executors, administrators, successors and assigns, whether named or referred to unconditionallybelow or not, irrevocablyreleases, acquits and forever discharges Xxxxxx Medical Group N.V. and its subsidiaries and affiliates, including without limitation, Tornier, Inc. (“Tornier”), and forever fully releasetheir respective divisions, waivesubdivisions, successors and discharge assigns (collectively, the Bank “Company”), and the Company’s respective agents, servants, representatives, officers and each employees (together with the Company, each, a “Released Party” and collectively, the “Released Parties”), of and from any and all of their past, present, and future parent companiesclaims, subsidiariescounterclaims, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claimsdemands, actions, causes of action, suitsliabilities, demandsdamages, contractscosts, agreementsloss of services, obligations, lossesexpenses, compensation, wagesthird-party actions, penalties, liabilities, rights, of every nature and damages of any kind or nature whatsoeverdescription, whether known or unknown, foreseen suspected or unsuspected, foreseen, or unforeseen, which Employee ever hadreal or imaginary, now has actual or may claim potential, and whether arising at law or in equity, under the common law, state, federal or foreign law, or any other law, or otherwise, arising out of or relating to have against the Executive’s employment with the Company or the termination thereof (collectively “Claims”). The Executive intends to affect a full and final general release of all such Claims. It is expressly understood and agreed that this Release is intended to cover, and does cover, any or and all obligations of the Released Parties forCompany whatsoever to the Executive, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim payments or obligation arising from benefits under that certain Separation Pay Agreement dated as of October 1, 2015 between Tornier and the Executive (the “Separation Pay Agreement”) and any vacation, bonus or in any way related other payments or benefits. In addition, it is expressly understood and agreed that this Release is intended to Employee’s employment with cover, and does cover, not only all now known injuries, losses, and damages, but those injuries, losses, and damages not now known or anticipated, but which may later be discovered after the Bank or Effective Date (as hereinafter defined as the Companydate when the Executive signs this Release), including all the effects and consequences thereof. More specifically, by signing this Release, the termination of Executive agrees to release any actual and potential Claims that employmentthe Executive has or may potentially have, either as an individual or an alleged breach standing in the shoes of the Employment Agreement. This General Release specifically includesgovernment, but is not limited tounder any foreign, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal law, administrative regulation or legal principle (except as provided below in this Release) against the Company or any and all other Released Parties. The following listing of laws and types of Claims is not meant to, and shall not be interpreted to, exclude any particular law or type of Claim, law, regulation or legal principle not listed. The Executive understands that the Executive is releasing all Claims against the Company and all Released Parties including, but not limited to, any Claims for payments, benefits or obligations of the Company under the Separation Pay Agreement or otherwise, expense reimbursement or expenses (except as otherwise set forth below), Claims for invasion of privacy; breach of written or oral, express or implied, contract; fraud or misrepresentation; Claims for assault, battery, defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, negligent hiring, retention or supervision, retaliation, constructive discharge, violation of whistleblower protection laws, unjust enrichment, violation of public policy, and any Claims under Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e, et seq., the Americans with Disabilities Act (“ADA”), as amended by the ADA Amendments Act of 2008 (“ADAAA”), 29 U.S.C. § 12101, et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, 29 U.S.C. §§ 1001, et seq., the Equal Pay Act (“EPA”), 29 U.S.C. § 206(d), the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601, et seq., the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Minnesota Human Rights Act (“MHRA”), Minn. Stat. § 363A.01, et seq., Minnesota Statutes § 181, et seq., the Minnesota Whistleblower Act, Minn. Stat. § 181.931, et seq., Tennessee Human Rights Act and the Age Discrimination in Employment Tennessee Disability Act, and any and all other Tennessee statutes, regulations, and ordinances related to fair employment practices or employment more generally, the Reconstruction Era Civil Rights ActCalifornia Labor Code § 1401, the California Fair Employment and Housing Act, the California Labor CodeCal Gov’t Code § 12900 et seq., the California Business False Claims Act, 31 U.S.C. § 3729, et seq. or any other state human rights or fair employment practices act. This includes, but is not limited to, Claims for violation of any civil rights laws based on protected class status and Professions Codeall other Claims for unlawful employment practices, and all other common law or statutory Claims. The Executive is not releasing and “Claims” shall not include any rights or Claims the Executive has (1) pursuant to that certain letter agreement dated as of June 10, 2016 between the Company and the Executive (the “Letter Agreement”) and (2) to any unreimbursed business expenses incurred by the Executive through the Resignation Date (as defined in the Letter Agreement) in the course of and pursuant to the Company’s expense reimbursement policies and procedures. The Executive declares that the Executive understands, covenants, and agrees that the Executive will not make any Claims or demands, or file any legal proceedings against any Released Party or join any Released Party as a party with respect to any Claims released by the Executive, nor shall the Executive proceed against any other person, firm, or corporation on the Claims released above except as is necessary to enforce the terms and conditions of this Release and the Letter Agreement. Notwithstanding the foregoing, nothing in this Release or the Letter Agreement should be construed as interfering with the Executive’s right or ability to file a charge, report, claim or complaint with, or to otherwise participate in any manner in an investigation or proceeding before, any civil rights, fair employment practices, securities regulation or other governmental regulatory or law enforcement agency or entity, including without limitation, the California constitutionEqual Employment Opportunity Commission (“EEOC”). The Executive further declares that the Executive is voluntarily forfeiting any right to recover or receive compensation in any form resulting from a legal action or demand against the Company by any other person or persons with respect to the Claims released by the Executive herein, including without limitation any and all payments, benefits or compensation under the Separation Pay Agreement or otherwise. The Executive agrees that the Released Parties reserve any and all defenses which they have against any such claims. The filing of any claim, demand or any and all other legal proceedings by the Executive against the Company with respect to Claims released by the Executive shall be deemed to be a material breach of the terms of this Release. Such breach shall immediately terminate the Company’s duty to pay any further sums to the Executive under the Letter Agreement. Additionally, the Executive shall indemnify and hold harmless the Company from any and all judgments, costs, expenses, or attorneys’ fees whatsoever arising on account of the filing of any such claim, demand, or other legal proceedings by the Executive with respect to the Claims the Executive has released. It is further understood and agreed that the Company will pay and the Executive is accepting the post-termination payments and benefits more fully described in the Letter Agreement between the parties in full accord and satisfaction of any obligations, Claims, and/or disputes that the Executive may have with the Company with respect to the Executive’s released Claims, including without limitation under the Separation Pay Agreement. The Executive declares, understands, covenants, and agrees that the terms of the Letter Agreement, and the post-termination payments and benefits stated therein, are the sole consideration for this Release and that the Executive voluntarily accepts that consideration for the purpose of making a full and final compromise, adjustment, and release of all Claims. The Executive understands and agrees that this is the full and complete understanding of the parties, that it is the integrated memorial of their agreement, and that there are no other written or oral understandings, agreements, covenants, promises or arrangements, directly or indirectly connected with this Release, that are not incorporated herein. The terms of this Release are contractual and are not mere recitals. Notwithstanding the foregoing, nothing in this Release shall release any claims at common lawparty from obligations resulting from the Letter Agreement nor prohibit any party from seeking the enforcement of the Letter Agreement. Employee further knowingly For the purpose of implementing a full and willingly agrees to waive complete release and discharge of all claims, the provisions and protections of Executive expressly waives the protection provided by Section 1542 of the California Civil Code, Code which readsprovides: “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 RELEASEgeneral release does not extend to claims which the creditor does not know or suspect to exist in his/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 PARTYwhich if known by him/her must have materially affected his/her settlement with the debtor.” This General Release covers not only any The Executive acknowledges that he has had the opportunity to seek legal counsel with regard to his rights under Section 1542, represents that he has read and all claims by Employee against understands the Bank and the Companyprovisions of California Civil Code Section 1542, and the other persons acknowledges and entities released in agrees that: (a) this General Release, but, Release is intended to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, includinginclude within its effect, without limitation, all claims which the Executive has against the Released Parties but does not know or suspect to exist in his favor at the time of execution of this Release which, if known or suspected, would materially affect his decision to execute the Release; and (b) this Release contemplates the extinguishment of any government agencysuch claim or claims, and Employee that all rights under Section 1542 of the California Civil Code are hereby expressly waives the right to any such damages or reinstatementwaived. This General Release does not include any claims that cannot lawfully be waived or released by Employeecomplies with the Older Workers Benefit Protection Act of 1990, as amended from time to time.

Appears in 1 contract

Samples: Letter Agreement (Wright Medical Group N.V.)

General Release. In consideration exchange for the payments and benefits specified consideration set forth in the Agreement (including as set forth in Section 6.2(a) or Section 6.2(b5 thereof), as applicable and for other good and valuable consideration, the receipt and adequacy of the Employment Agreementwhich are hereby acknowledged, Employee agrees to unconditionally, irrevocably, unconditionally and forever fully release, waive, to release and discharge the Bank Company and the Company’s affiliated, related, parent and each subsidiary corporations, as well as their respective past and all of their past, present, and future parent companiespresent parents, subsidiaries, related entitiesaffiliates, affiliatesassociates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint ventures, predecessors, successors, assigns, officersinsurers, directors, managersowners, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directorsdirectors and all persons acting by, managersthrough, employeesunder, membersor in concert with them, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents or any of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) them (collectively hereinafter the “Released PartiesReleasees”) from and against any and all manner of claims, actions, causes of action, suitsin law or in equity, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and or damages of any kind or nature whatsoeverwhich he may now have, or ever have, whether known or unknown, foreseen fixed or unforeseencontingent, which including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee ever had, now has or may claim to hereafter have against any or all of the Released Parties for, upon or Releasees by reason of any factand all acts, matteromissions, injury, incident, circumstance, cause events or thing whatsoever, from the beginning of time up facts occurring or existing prior to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment AgreementRelease. This General Release The Claims released hereunder specifically includesinclude, but is are not limited to, any claim claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or violation harassment on the basis of age, pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Reconstruction Era Older Workers’ Protection Benefit Act of 1990; 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, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 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, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code, the California Business and Professions Code, the California constitution, ; and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections federal, state or local laws of Section 1542 of the California Civil Code, which reads: “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 PARTYsimilar effect.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Employment Separation and Release Agreement (Tilly's, Inc.)

General Release. In consideration for of the payments terms and benefits specified in Section 6.2(aconditions of that certain employment agreement by and between (among others) or Section 6.2(bWxxxxxx X. Ballhaus (“Ballhaus”) and SRA International, Inc. (the “Company”), dated as applicable of July 20, 2011 (the Employment Agreement, Employee agrees to unconditionally, irrevocably”), and forever fully with the intention of binding Ballhaus and Ballhaus’s heirs, executors, administrators and assigns, Ballhaus does hereby release, waiveremise, acquit and forever discharge the Bank and the Company, its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners L.L.C. and its affiliates (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 and all of their past, present, present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Company Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which Ballhaus, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any or all of the Company Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release AgreementParty (an “Action”), including, without limitation, any claim or obligation (i) arising from out of or in connection with Ballhaus’s services to any way related to Employee’s employment with member of the Bank Company Affiliated Group (or the Company, predecessors thereof) in any capacity and the termination of that employmentsuch service in any such capacity, (ii) for severance or an alleged vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of the Employment Agreement. This General Release specifically includescontract, but is not limited towrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for violation of or failure to comply with any public policy and (v) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any claim for discrimination or violation and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any statutes, rules, regulations or ordinances, whether federal, state or locallocal jurisdiction, including, but not limited towithout 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 Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act of 1993, the Age Discrimination in Employment ActAct of 1967, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: as amended (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.” This General Release covers not only any and all claims by Employee against the Bank and the CompanyADEA”), and the other persons and entities released in this General ReleaseOlder Workers Benefit Protection Act, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person federal or entitystate statute or local ordinary pertaining to discrimination in employment or the termination of employment, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

Samples: Employment Agreement (Sra International, Inc.)

General Release. In consideration for of the payments and benefits specified to be made under the Change in Section 6.2(a) or Section 6.2(bControl Severance Agreement, dated as of February 28, 2007, to which Community Health Systems, Inc. (the “Corporation”), as applicable of Community Health Systems Professional Services Corporation (the Employment Agreement, Employee agrees to unconditionally, irrevocably“Employer”), and forever fully [•] (the “Executive”) are parties (the “Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, waiveremise, acquit and forever discharge the Bank Corporation, the Employer and the Companyparents, subsidiaries and affiliates of each of them (collectively, the “Corporation Affiliated Group”), their present and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Corporation Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any Corporation Released Party (an “Action”) arising out of or all in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties forCorporation Affiliated Group (or the predecessors thereof), upon including (i) the termination of such service in any such capacity, (ii) for severance or by reason 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 laws (including, without limitation, all 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 and all Actions arising under the civil rights laws of any factfederal, matter, injury, incident, circumstance, cause state or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementlocal jurisdiction, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

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

General Release. In As a material inducement to the Company to enter into this Release and in consideration for of the payments to be made by the Company to the Executive in accordance with Paragraph 2 above, the Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and benefits specified in Section 6.2(a) or Section 6.2(b)assigns, as applicable and with full understanding of the Employment Agreementcontents and legal effect of this Release and having the right and opportunity to consult with his counsel, Employee agrees to unconditionallyreleases and discharges each member of the Company Group, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsrespective shareholders, officers, directors, supervisors, members, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entitiesdivisions, affiliates, and all employee benefit plans sponsored by or contributed to by any member of the Company Group (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their predecessors, successors, heirs, executors, administrators, and assigns) assigns (collectively collectively, the “Released Parties”) from and against any and all claims, actions, causes of action, grievances, suits, demandscharges, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages or 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, foreseen suspected or unforeseenunsuspected, which Employee ever hadand whether arising in tort, now has contract, statute, or may claim to have against equity, before any federal, state, local, or all private court, agency, arbitrator, mediator, or other entity, regardless of the Released Parties forrelief or remedy; provided, upon or by reason of any facthowever, matterand subject to Paragraph 4below, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up Release is not intended to and including does not limit the date Executive’s right to file a charge or participate in an investigative proceeding of Employee’s execution a governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to make this Release Agreementas broad and as general as the law permits, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General this Release specifically includes, but is not limited to, and is intended to explicitly release, any claim for discrimination and all subject matter and claims arising from or in connection with any alleged violation by any of any statutes, rules, regulations the Released Parties under the Employment Agreement or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, the Civil Rights Acts of 1866 and 1991 and Executive EXECUTION COPY Order 11246, which prohibit employment discrimination based on race, color, religion, sex, or national origin; the Age Discrimination in Employment Act 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 Equal Pay Act, which prohibits sex-based wage discrimination against men and women who perform substantially equal work in the Reconstruction Era Civil Rights same establishment; the Americans with Disabilities Act of 1990 (ADA), which prohibits employment discrimination against qualified individuals with disabilities in the private sector, and in state and local governments; and Sections 501 and 505 of the Rehabilitation Act of 1973, which prohibit federal contractors to discriminate in employment against qualified individuals with disabilities; the Genetic Information Nondiscrimination Act (XXXX) 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 California Fair Uniformed Services Employment and Housing 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, which prohibits employment discrimination based on age, race, color, sex, marital status, social or national origin, social condition, 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 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 Employee Retirement Income Security Act of 1974 (ERISA); the Workers 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 California Labor Code1976; Law 379 (Days and Hours of Work); Law 96 of June 26, the California Business 1956 (Minimum Wage); Law 180 of July 27, 1998 (vacation and Professions Code, the California constitution, sick leave) and any claims at other federal, state or local (including Puerto Rico) laws, whether based on statute, regulation or common law. Employee further knowingly , providing workers’ compensation 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 willingly agrees to waive the provisions similar or related claims and protections any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of Section 1542 an implied covenant of the California Civil Codegood faith and fair dealing, which reads: “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 RELEASEdefamation, AND THAT IF KNOWN BY HIM OR HERinvasion of privacy, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only or any and all claims by Employee against the Bank and other claim, arising out of or in connection with or involving his employment with the Company, and the termination of his employment with the Company, or involving any other persons and entities released in this General Releasematter, but, including but not limited to the extent permitted by applicable lawcontinuing 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, it also covers any claim for damages rights, demands, liabilities, action and causes of action that are unknown to the releasing or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, discharging party at the time of execution of the release and Employee discharge. The Executive hereby expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.waives,

Appears in 1 contract

Samples: Separation Agreement and General Release (EVERTEC, Inc.)

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General Release. In consideration Except for the payments and benefits specified in Section 6.2(a) obligations arising out of or Section 6.2(b), as applicable of the Employment created by this Agreement, Employee agrees to unconditionallyExecutive hereby acknowledges complete satisfaction of and hereby releases, irrevocablyabsolves, discharges, and forever fully release, waive, covenants not to xxx the Company and discharge the Bank its past and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessorspresent parent, successors, assigns, officerssubsidiaries, divisions, affiliated corporations, trustees, directors, managersofficers, shareholders, agents, employees, members, shareholders, owners, representatives, attorneysattorneys and insurers (including, insurerswithout limitation, reinsurers, UAP and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assignsUAPH) (collectively the referred to herein as Released PartiesReleasees) ), from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, suits, demands, contracts, agreementswages, obligations, lossesdebts, compensationexpenses, wagesattorneys’ fees, damages, judgments, penalties, liabilities, rights, orders and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether now known or unknown, foreseen suspected or unforeseenunsuspected, and whether or not concealed or hidden, which Employee ever Executive now has, had, now has or may claim to have against said Releasees, or any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoeverthem, from the beginning of time up to and including through the date of Employee’s execution of this Release Agreement, including, including specifically but not exclusively and without limitationlimiting the generality of the foregoing, any claim or obligation and all claims, demands, liens, agreements, obligations, contracts, covenants, actions, suits, causes of action, wages, debts, expenses, attorneys’ fees, damages, judgments, orders, and liabilities: (1) arising from out of or in any way related connected with any transactions, occurrences, acts or omissions set forth, or facts alleged, in any and all charges, complaints, claims or pleadings filed by Executive against any Releasee prior to Employeethe date hereof with any city, county, state or federal agency, commission, office or tribunal whatsoever; (2) arising out of or relating in any way to Executive’s employment with the Bank or and/or termination from the Company; or (3) arising out of or in any way connected with any transactions, occurrences, acts or omissions occurring prior to the termination of that employmentdate hereof, or an alleged breach including specifically without limiting the generality of the Employment Agreement. This General Release specifically includes, but is not limited toforegoing, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, under Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 or any claim for damages severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health and medical insurance or reinstatement asserted on Employee’s behalf by any other person fringe benefit, or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeedisability.

Appears in 1 contract

Samples: Separation and General Release Agreement (Uap Holding Corp)

General Release. In consideration 4a. Except for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable obligations arising out of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank this Agreement and the CompanyOption Agreements, EXECUTIVE for himself and on behalf of each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, his respective legal predecessors, successors, assigns, officersfiduciaries, directorsheirs, managersparents, employeesspouses, memberscompanies, shareholders, owners, representatives, attorneys, insurers, reinsurersaffiliates, and agents (and each of the foregoing’s respective past, present, and future officers, principals, directors, managerspartners, employees, members, shareholders, owners, representativesagents, attorneys, insurerstrustees, reinsurersadministrators, executors, and agents representatives (all herein referred to as the “EXECUTIVE RELEASORS”), does hereby fully and forever release, absolve, discharge, and covenant not to xxx THQ, and each and all of any such parent companies, subsidiaries, related entities, affiliates, its legal predecessors, successors, assigns, owners, fiduciaries, divisions, parents, subsidiaries, affiliates, and assigns) related entities, and each of the foregoing’s respective past, present, and future officers, principals, directors, partners, employees, agents, attorneys, trustees, administrators, executors, and representatives (collectively all herein referred to as the “Released PartiesTHQ RELEASED PARTIES”) from of, from, and against for, any and all claims, demands, damages, debts, controversies, liabilities, losses, accounts, reckonings, obligations, costs, expenses, attorneys’ fees, actions, liens, causes, and/or causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind at law or nature whatsoeverin equity, whether known or unknownunknown (collectively, foreseen or unforeseenthe “Executive’s Released Claims”), which Employee the EXECUTIVE RELEASORS now have, have ever had, now has or may claim to have in the future against the THQ RELEASED PARTIES based upon, arising out of, concerning, relating to, by virtue of, or resulting from any or all of the Released Parties foract, upon or by reason of any factomission, matter, injuryfact, incidentoccurrence, circumstancetransaction, cause thing, state of facts, claim, contention, statement, or thing whatsoever, event occurring or existing at any time from the beginning of time the world up to and including the date Separation Date. Without limiting the generality of Employee’s execution the foregoing, this General Release applies to any and all claims, demands, damages, debts, controversies, liabilities, losses, accounts, reckonings, obligations, costs, expenses, attorneys’ fees, actions, liens, causes, and/or causes of this Release Agreement, including, without limitation, any claim or obligation arising from or action which in any way related to Employeeare based upon, concern, relate to, arise out of, are by virtue of, or result from, EXECUTIVE’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or localTHQ, including, but not limited to, any claims which could have been raised under any state’s Fair Employment and Housing Act, Title VII of the Civil Rights ActAct of 1964 as amended, the Age Discrimination in Employment ActAct (ADEA), the Reconstruction Era Civil Rights ActAmerican’s with Disabilities Act (ADA), and the Employees Retirement Income Security Act (ERISA), or any other federal, state, or local law, regulation, ordinance, or common law claim. Without limiting the generality of the foregoing, EXECUTIVE agrees, to the extent permitted by law, not to file against any of the THQ RELEASED PARTIES any complaint or charge with the Equal Employment Opportunity Commission, the California Fair Employment and Housing ActCommission, the federal or California Labor CodeDepartment of Labor, or with any other local, state, or federal agency or court based upon, arising out of, concerning, relating to, by virtue of, or resulting from any of the California Business and Professions Code, the California constitutionExecutive’s Released Claims, and that if any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 agency or court assumes jurisdiction over any of the California Civil CodeExecutive’s Released Claims, which reads: “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 RELEASEEXECUTIVE will request such agency or court to withdraw from the matter. EXECUTIVE also acknowledges that, AND THAT IF KNOWN BY HIM OR HERexcept for the payments and benefits required by paragraph 3 above, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any EXECUTIVE has been paid all wages, accrued vacation pay, severance and separation pay, and all claims by Employee against the Bank other monies and the Company, and the other persons and entities released in this General Release, but, benefits to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeewhich EXECUTIVE was entitled.

Appears in 1 contract

Samples: Agreement and General Release (THQ Inc)

General Release. In consideration of the mutual agreements of EVCI Career Colleges Incorporated ("EVCI") and Amaranth Trading L.L.C. ("Amaranth") set forth in the Settlement Agreement dated October __, 2003 (the "Settlement Agreement") and for other good and valuable consideration, the payments receipt and benefits specified in Section 6.2(a) or Section 6.2(bsufficiency of which is hereby acknowledged, EVCI, and its heirs, executors, administrators, successors and assigns (collectively, the "RELEASORS"), do hereby release and discharge Amaranth, Amaranth Fund L.P., formerly known as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocablyPaloma Strategic Fund L.P. ("Amaranth Fund"), and forever fully releasetheir respective affiliates (as that term is defined in Rule 144 under the Securities Act of 1933, waive, and discharge the Bank and the Company, and each as amended) and all of their pastrespective officers, presentdirectors, employees, agents, members and future parent companiespartners (Amaranth, subsidiariesAmaranth Fund, related entities, such affiliates, predecessors, successors, assigns, officers, directors, managers, employees, membersagents, shareholdersmembers and partners being collectively referred to as "RELEASEES") and each such Releasee's heirs, ownersexecutors, representativesadministrators, attorneys, insurers, reinsurers, successors and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) assigns from and against any and all claims, actions, causes of action, suits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, agreements, obligations, losses, compensation, wages, penaltiescontroversies, liabilities, rightsagreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and damages of any kind or nature demands whatsoever, whether known or unknown, foreseen in law, admiralty or unforeseenequity (including, without limitation, with respect to the Purchase Agreement, as that term is defined in the Settlement Agreement), which Employee against Releasees and Releasees' heirs, executors, administrators, successors and assigns Releasors ever had, now has have or hereafter can, shall or may claim to have against any or all of the Released Parties have, for, upon upon, or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up the world to and including the day of the date of Employee’s execution this General Release; PROVIDED, HOWEVER, that there are excluded from this General Release any claims relating to or arising out of this Release the Settlement Agreement or the following portions of the Amended and Restated Registration Rights Agreement dated September 27, 2000, to which EVCI and the purchasers of EVCI's Series B 7% Convertible Preferred Stock are parties: Sections 3 and 4, the portion of the first sentence of Section 7(a) that ends after "hereto" and before the parenthesis and Sections 7(b), 7(c), 7(d), except for the reference to the Purchase Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreementand 7(g). This General Release specifically includes, but is may not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 PARTYbe changed orally.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Settlement Agreement (Evci Career Colleges Inc)

General Release. In consideration for the payments EMPLOYEE, on her own behalf and benefits specified in Section 6.2(a) or Section 6.2(b)on behalf of her descendants, as applicable of the Employment Agreementdependents, Employee agrees to unconditionallyspouse, irrevocablyheirs, executors, administrators, assignees and forever fully release, waive, and discharge the Bank and the Companysuccessors, and each of them, hereby releases and forever discharges Company and any and all of their pastits parent, presentsubsidiary, and future parent companiesaffiliated corporations, subsidiariesbusinesses and partnerships, related entities, affiliates, predecessors, successors, assigns, and all of its officers, directors, managers, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurersemployee benefits plans, past and agents (and the past, present, and future officersas well as the heirs, directorsexecutors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliatesadministrators, predecessors, successors, successors and assigns) assigns (collectively the “Released PartiesRELEASED PARTIES”) from and against any and all claims, actions, causes of action, suitsagency actions, demandsand lawsuits whether past or present, contractsknown or unknown, agreementscivil or otherwise, which have been asserted or could have been asserted by EMPLOYEE against Company, and any Company employees, including all claims for any form of damages, including economic damages, non-economic damages, punitive damages, exemplary damages, compensation, overtime compensation, salary, wages, bonuses, benefits, liens, costs and expenses, obligations, losses, compensation, wages, penalties, liabilities, rights, debts and damages liability of any kind or nature whatsoever, including but not limited to attorneys’ fees, whether known or unknown, foreseen fixed or unforeseencontingent, which Employee that EMPLOYEE ever had, now has had or may now or hereafter have or claim to have against any or all incur as a result of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or that could be related in any way related to Employee’s EMPLOYEE’S employment with the Bank or the by Company, the termination of that employment, EMPLOYEE also hereby covenants not to file a lawsuit or an alleged breach of the Employment Agreementparticipate in a class action lawsuit to assert any claims released by EMPLOYEE pursuant to this AGREEMENT. This General Release specifically includes, general release includes but is not limited toto claims arising out of or in connection with: (i) EMPLOYEE’S employment relationship with Company or the EMPLOYEE’S termination thereof; (ii) any allegation that Company wrongfully or unlawfully terminated, discharged or laid off EMPLOYEE; (iii) any claim for discrimination or allegation of violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Civil Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Worker’s Adjustment and Retraining Notification Act, the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Uniform Services Employment and Reemployment Rights Act, the California Fair Employment Family and Housing ActMedical Leave Act of 1993; or any other applicable state, the California Labor Codemunicipal or city ordinance; (iv) any allegation of breach of contract, the California Business and Professions Codedefamation, the California constitutionintentional or negligent infliction of emotional distress, and workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections other tort; (v) any allegation of Section 1542 a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the California Civil CodeU.S. Constitution or constitution of any state, which reads: “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 RELEASEor any other law, AND THAT IF KNOWN BY HIM OR HERrule, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers regulation or ordinance pertaining to employment or the termination of employment; and/or (vi) any other statutory or common law cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not only aware of any and all claims by Employee against conduct, occurrences or facts occurring before or during employment with Company or at any time before the Bank and the Companydate of this AGREEMENT that would constitute a violation of or give rise to a claim under any statute, and the other persons and entities common law or legal theory released in this General ReleaseSection 5(a). This release pertains to all acts or omissions by Company or the other Released Parties through Effective Date of this AGREEMENT. Nothing in this AGREEMENT shall be deemed to preclude EMPLOYEE from filing or maintaining a Charge with the Equal Employment Opportunity Commission (“EEOC”), butthe Texas Workforce Commission (“TWC”), or the National Labor Relations Board (“NLRB”). EMPLOYEE acknowledges, however, that other than set forth above, by signing this Agreement EMPLOYEE hereby releases any personal entitlement to reinstatement, back pay, damages or any other recovery or remedy in connection with any action brought against any of the RELEASED PARTIES, regardless of who filed or initiated such action. The foregoing release does not extend to EMPLOYEE’S vested right(s), if any, to receive any benefit under the extent permitted by applicable law, it also covers terms of any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.“employee benefit plan,” as defined in Section 3(3) of ERISA,

Appears in 1 contract

Samples: General Release and Separation Agreement (Farmer Brothers Co)

General Release. In consideration of the substantial compensation provided by Alliant Energy Corporation, its subsidiaries and Alliant Energy Corporate Services, Inc. as the employer (the “Company”) under the Executive Agreement (the “Agreement”), dated August 12, 2011, between the Company and Dundeana X. Xxxxx (the “Executive”), for the payments benefit of the Executive, including the payment and other benefits specified that are to be provided to the Executive in Section 6.2(aconnection 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”) or Section 6.2(bconfirm that Releasors have, as of the date set forth below (the “Effective Date”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and released the Company, and each of its subsidiaries and all of their past, presentaffiliates, and future parent companiesits and their directors, subsidiariesofficers, related entities, affiliates, predecessorsemployees, successors, assigns, officersexecutors, directorstrustees, managersadvisors, employees, members, shareholders, owners, agents and representatives, attorneys, insurers, reinsurers, and agents all their respective predecessors and successors (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (hereinafter collectively referred to as the “Released PartiesReleasees) ), from and against any and all claims, actions, causes of action, suitscharges, debts, liabilities, accounts, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, damages and damages claims of any kind or nature whatsoever, whether known or unknown, foreseen arising prior to or unforeseen, which Employee ever had, now has or may claim to have against any or all of through the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release AgreementEffective Date, including, without limitationbut not limited to, any of the forgoing arising out of or in connection with the employment of the Executive by the Company or the termination of such employment. The Executive also releases and waives any claim or obligation right to further compensation, benefits, 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 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 from out of or in any way related to Employee’s employment connection with the Bank employment of the Executive by the Company or the Company, the termination of that employment, or an alleged breach of such employment (other than pursuing a claim for unemployment compensation benefits to which the Employment AgreementExecutive may be entitled). This General Release release specifically includes, but is not limited to, any claim for discrimination or violation a release of any and all claims pursuant to any federal, state or local laws, statutes, ordinances, rules, regulations or ordinancesorders of any kind, whether federal, state statutory or localdecisional, including, but 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 Act, of Act of 1964; the Age Discrimination in Employment Act, Rehabilitation Act of 1973; the Reconstruction Era Civil Rights Acts, 42 U.S.C. § 1981 – 1988; the Civil Rights Act of 1991; the Americans with Disabilities Act, ; the California Fair Employment Employee Retirement Income Security Act of 1974; the Consolidated Omnibus Budget Reconciliation Act of 1985; the National Labor Relations Act; the Family and Housing Medical Leave Act, ; any state family and/or medical leave acts; the California Labor Code, the California Business and Professions Code, the California constitution, Vietnam Era Veterans’ Readjustment Assistance Act of 1974; and any claims at common lawstate Human Rights Law, as each of them has been or may be amended. Employee further knowingly and willingly agrees to waive the provisions and protections This release also specifically includes, but is not limited to, a release of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only 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 Executive or the Executive’s successors and assigns may have under or pursuant to, or release any member of 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 terms of the Agreement that are to be performed by Employee against the Bank Company after the Effective Date, any indemnity agreement or obligation contained in or adopted or acquired pursuant to any provision of the charter or by-laws of the Company or its subsidiaries or affiliates or in any applicable insurance policy carried by the Company or its affiliates. The Executive hereby acknowledges that the Executive had at least twenty-one (21) days to review this General Release and the CompanyExecutive has been advised to review it with an attorney of the Executive’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, in which case this General Release shall not 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 persons benefits described in Section 2 of the Agreement is contingent on the Executive’s signing and entities released 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) has carefully read and understands this General Release, but(ii) had the opportunity to consult with legal counsel prior to executing this General Release, to (iii) understands the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, legal effect and Employee expressly waives the right to any such damages or reinstatement. This binding nature of this General Release does and (iv) is acting voluntarily (and not include as a result of any claims threats or coercion) with the intention that cannot lawfully the Executive be waived or released by Employeelegally bound thereby.

Appears in 1 contract

Samples: Executive Agreement (Alliant Energy Corp)

General Release. In consideration return for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Employer’s obligations under this Agreement, Employee agrees Executive, to unconditionallythe fullest extent permitted by law, irrevocablywaives, releases, and forever fully releasedischarges Employer, waiveThe Taubman Company LLC, and discharge the Bank and the CompanyTaubman Centers, and each Inc., The Taubman Realty Group Limited Partnership, and all of their pastthe entities listed on Exhibit A hereto, presenttogether with its current and former officers, and future parent companiesdirectors, agents, employees, subsidiaries, affiliated entities, related entities, affiliatesattorneys, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, any other representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) successors in interest (collectively the referred to as “Released Parties”) ), separately, together, or in any combination, from any known or unknown claims arising in the course of or out of Employee’s employment with Employer or the termination of Employee’s employment with Employer under any United States federal, state, or local common law, statute, regulation, ordinance, or law of any other type (“Laws”); under the Laws of Hong Kong; and against under the Laws of any other country or jurisdiction globally. This release covers claims and all claimscauses of action that Executive knows or may not know at the time of signing. In return for the Executive fulfilling his obligations under this Agreement, actionsthe Employer, on behalf of itself, and the entities listed on Exhibit A hereto, or any entity controlling or in common control with said entities (collectively, the “Employer Entities”), to the fullest extent permitted by law, waives, releases, and discharges the Executive from any known claims and any causes of action, suitsincluding arising in the course of or out of Executive’s employment with Employer, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsthe end of Executives employment with Employer, and damages holding any office with the Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any kind other country or nature whatsoeverjurisdiction globally. Executive and Employer intend that, whether known to the fullest extent permitted by law, this waiver, release, and discharge will be a general release, will extinguish any claims and any causes of action, and will preclude any lawsuit or unknown, foreseen or unforeseen, which Employee ever had, now has or may any other legal claim to have by Executive against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from and the beginning of time up to and including Employer Entities against the Executive about anything that occurred before the date of Employee’s execution the signing of this Release Agreement. Notwithstanding Section 4(c) below, includingthe only claims and causes of action that Executive is not waiving, without limitationreleasing, and discharging are for the consideration that Executive will receive under Sections 2 and 3 of this Agreement (provided he complies with his obligations under this Agreement), any claim or obligation arising from or in any way related vested benefits to Employeewhich executive may be entitled under the Employer’s employment with the Bank or the Companyretirement plans, the termination of that employmentlong term incentive plan, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionother current benefit plans, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections causes of Section 1542 action that, as a matter of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived waived, released, or released by Employeedischarged.

Appears in 1 contract

Samples: Separation Agreement (Taubman Centers Inc)

General Release. In consideration for of the payments and benefits specified to be made under the Change in Section 6.2(a) or Section 6.2(bControl Severance Agreement, dated as of , 20 , to which Community Health Systems, Inc. (the “Corporation”), as applicable of Community Health Systems Professional Services Corporation (the Employment Agreement, Employee agrees to unconditionally, irrevocably“Employer”), and forever fully (the “Executive”) are parties (the “Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, waiveremise, acquit and forever discharge the Bank Corporation, the Employer and the Companyparents, subsidiaries and affiliates of each of them (collectively, the “Corporation Affiliated Group”), their present and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Corporation Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any Corporation Released Party (an “Action”) arising out of or all in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties forCorporation Affiliated Group (or the predecessors thereof), upon including (i) the termination of such service in any such capacity, (ii) for severance or by reason 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 laws (including, without limitation, all 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 and all Actions arising under the civil rights laws of any factfederal, matter, injury, incident, circumstance, cause state or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementlocal jurisdiction, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

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

General Release. In consideration for Excepting the payments and benefits specified obligations that are expressly set forth in Section 6.2(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees to unconditionally, irrevocablyshall and hereby does release and forever discharge Employer, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, Employer's predecessors, successors, heirs, assigns, officersexecutors, directorsadministrators, managersagents, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companiesaffiliates, subsidiaries, related entitiesand any and all past or present officers, affiliates, predecessors, successorsdirectors and shareholders of Employer, and assigns) (collectively the “Released Parties”) from all of them, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them, against any and all claims, damages, actions, causes of action, suitsliabilities, demandsjudgments, liens, contracts, agreements, rights, debts, suits, obligations, lossespromises, compensationacts, wagescosts and expenses (including, penaltiesbut not limited to, liabilitiesattorneys' fees), rights, damages and damages charges of any kind or nature whatsoeverwhatsoever nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as "Claims") which Employee ever may now have, or claims to have, or any time heretofore had, now has or may claim claimed to have had, against Employer, or any other claim, as a result of things undertaken, said, stated, done or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time admitted to be done up to and including the date of Employee’s execution of this Release Agreement. Excepting the obligations that are expressly set forth in this Agreement, includingEmployer shall and hereby does release and forever discharge Employee, without limitationas well as any and all persons acting or allegedly acting by, any claim or obligation arising from under, through or in concert with her, against any way related to Employee’s employment with the Bank or the Companyand all claims, the termination damages, actions, causes of that employmentaction, or an alleged breach of the Employment Agreement. This General Release specifically includesliabilities, but is not limited tojudgments, any claim for discrimination or violation of any statutesliens, rulescontracts, regulations or ordinancesagreements, whether federalrights, state or localdebts, suits, obligations, promises, acts, costs and expenses (including, but not limited to, Title VII attorneys' fees), damages and charges of the Civil Rights Actwhatsoever nature, the Age Discrimination in Employment Actwhether known or unknown, the Reconstruction Era Civil Rights Actsuspected or unsuspected, the California Fair Employment and Housing Actforeseen or unforeseen, the California Labor Codefixed or contingent, the California Business and Professions Codeor ever filed or prosecuted (hereinafter, the California constitutioncollectively referred to as "Claims") which Employer may now have, and or claims to have, or any claims at common law. Employee further knowingly and willingly agrees time heretofore had, or claimed to waive the provisions and protections of Section 1542 of the California Civil Codehave had, which reads: “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 RELEASEagainst Employee, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 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 reinstatement asserted on Employee’s behalf by any other person claim, as a result of things undertaken, said, stated, done or entity, including, without limitation, any government agency, admitted to be done up to and Employee expressly waives including the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeedate of this Agreement.

Appears in 1 contract

Samples: Severance Agreement and Release (California Independent Bancorp)

General Release. In consideration for For valuable consideration, the payments receipt and benefits specified in Section 6.2(aadequacy of which are hereby acknowledged, Xxxx X. Xxxxx (the “Service Provider”) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, does hereby release and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties” hereunder, consisting of Xxxxxxx-Xxxxxx, Inc. (the “Company”), Xxxxxxx-Xxxxxx Holdings, Inc. (“Holdings”) and each of their respective partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from and against any and all claims, manner of action or actions, cause or causes of action, in law or in equity, suits, demandsdebts, liens, contracts, agreements, obligationspromises, liability, claims, demands, damages, losses, compensationcosts, wagesattorneys’ fees or expenses, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called “Claims”), which Employee ever had, the Service Provider now has or may claim to hereafter have against any or all of the Released Parties forParties, upon or by reason of any fact, matter, injurycause, 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 the generality of Employee’s execution the foregoing, any Claims in any way arising out of, based upon, or related to the employment or service or termination of this Release Agreementemployment or service of the Service Provider by any of the Released Parties; any alleged breach of any express or implied contract of employment or service; any alleged torts or other alleged legal restrictions on any of the Released Parties’ right to terminate the employment or service of the Service Provider; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in In Employment Act (the “ADEA”), the Americans With Disabilities Act, the Reconstruction Era Civil Rights False Claims Act, the Employee Retirement Income Security Act, the Worker Retraining and Notification Act, the Fair Labor Standards Act, the Xxxxxxxx-Xxxxx Act, the California Fair Employment and Housing Act, the California Equal Pay Law, the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, the California Labor Code, the California Business and Professions CodeWARN Act, the California constitution, False Claims Act and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 PARTYCorporate Criminal Liability Act.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Kennedy-Wilson Holdings, Inc.)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment a. As a material inducement to Xxxxxxx to enter into this Agreement, Employee agrees to unconditionallyXxxxx, irrevocablyon behalf of himself and his heirs, executors, administrators, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever discharge Xxxxxxx, and forever fully releaseits owners, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliatesstockholders, predecessors, successors, assigns, officersagents, directors, managersofficers, employees, members, shareholders, owners, representatives, attorneys, insurersdivisions, reinsurerssubsidiaries, and agents affiliates (and the past, present, and future officersagents, directors, managersofficers, employees, members, shareholders, owners, representatives, attorneys, insurersand successors of such divisions, reinsurersparents, subsidiaries and agents affiliates), acting by, through, under or in concert with any of them, or any such parent companiesof them, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, contracts, agreements, obligationscosts, losses, compensationdebts and expenses (including attorneys' fees and costs actually incurred), wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen suspected or unforeseenunsuspected, joint or several, which Employee ever had, now Xxxxx has had or may hereafter claim to have had, against any or all of the Released Parties for, upon or Xxxxxxx by reason of any fact, matter, injuryact, incident, circumstanceomission, cause or thing whatsoever, event whatever from the beginning of time to the Resignation Date ("Claims"); other than those obligations set forth in this Agreement. This release specifically includes, but without limiting the foregoing general terms, the following: (1) all Claims arising from or relating in any way to any act or failure to act by any employee of Xxxxxxx, (2) all Claims arising from or relating in any way to the employment relationship of Xxxxx with Xxxxxxx and/or the termination thereof, including any claims which have been asserted or could have been asserted against Xxxxxxx, together with (3) any and all Claims which might have been asserted by Xxxxx in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the date of Employee’s execution of this Release Agreement, includingunder any and all laws, statutes, orders, regulations, or any other claim of right(s), including without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, Act of 1964 and the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and Act or any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 PARTYClaim in contract or tort.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Confidential Separation Agreement (Maxwell Laboratories Inc /De/)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) Except as to such rights or Section 6.2(b), claims as applicable of the Employment may be created by this Agreement, and except as otherwise provided herein, Employee agrees to unconditionallyand Employee’s respective heirs, irrevocablyadministrators, successors in interest, assigns and agents, hereby release and forever fully release, waive, and discharge the Bank Company and the Company, its current and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersshareholders, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employeesagents, members, shareholderstrustees, administrators, owners, representatives, attorneyspartners, insurers, reinsurersfiduciaries, and agents of any such subsidiaries, parent companies, subsidiariesaffiliates, related entities, affiliatesassigns, predecessorspredecessors and successors in interest, successors, jointly and assigns) severally (referred to collectively hereafter as the “Released PartiesReleasees) ), from and against any and all claims, actionsdemands, liabilities, suits, causes of action, suitscharges, demands, contracts, agreementscomplaints, obligations, costs, losses, compensationdamages, wagesinjuries, penalties, liabilitiesinterest, rightsattorneys’ fees, and damages other legal responsibilities, of any kind or nature form whatsoever, whether known or unknown, foreseen unforeseen, unanticipated, unsuspected or unforeseenlatent (referred to collectively hereafter as “Claim” or “Claims”), which Employee ever had, now has at any time owned or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time held up to and including the date of Employee’s execution of Employee signs this Release Agreement, including during the Revocation Period (as defined below), including, and without limitationlimiting the generality of the foregoing, any claim and all Claims arising out of, connected with, or obligation arising from or in any way related to relating to: (1) Employee’s employment with the Bank Company or the Company, the termination conclusion of that employment; (2) any act or omission by or on the part of any of the Releasees; (3) any alleged violation of California Labor Code, applicable California Wage Order, Fair Labor Standards Act, or an alleged breach of the Employment Agreement. This Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (4) any Claim arising under the Labor Code Private Attorneys General Release specifically includesAct (PAGA), but is not limited toLabor Code §§ 2699, et seq.; (5) any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal law regulating compensation, includingsalaries, but not limited towages, Title VII meal periods, rest periods, itemized wage statements, pay stubs or payroll records, hours, bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, penalties, interest or damages; (6) any Claim for violation of any federal, state or local law or regulation prohibiting discrimination, harassment or retaliation of any kind; (7) breach of any express or implied employment contract or agreement, wrongful discharge, breach of the Civil Rights Actimplied covenant of good faith and fair dealing, the Age Discrimination in Employment Actintentional or negligent infliction of emotional distress, the Reconstruction Era Civil Rights Actfraud, the California Fair Employment and Housing Actmisrepresentation, the California Labor Codedefamation, the California Business and Professions Codetrespass, the California constitutionconversion, interference with prospective economic advantage, and invasion of privacy; (8) that certain Participation Agreement, executed May 24, 2023 by and between WM Tech and Employee (the “Participation Agreement”); (9) the Offer of Employment dated November 2, 2022 or any claims at common lawestablished 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 proceeding before any federal, state, or local government agency. Employee further knowingly and willingly agrees that the release provided by this Agreement applies to waive the provisions and protections any Claims brought by any person or agency on behalf of Section 1542 Employee or any class action, representative action or collective action pursuant to which Employee may have any right or benefit. Employee agrees not to participate in any class action, representative action or collective action that may include or encompass any of the California Civil CodeClaims released by this Agreement. With respect to any Claims released by this Agreement, which reads: “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.” This General Release covers Employee further agrees not only to accept 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 recovery or reinstatement asserted benefit that may be obtained on Employee’s behalf by any other person or entityagency or in any class action, includingrepresentative action or collective action, without limitationand does hereby assign any such recovery or benefit to the Company. In addition, Employee agrees that in the event Employee receives any government agencynotice from any claims administrator, attorney, law firm or other person purporting to represent Employee or any class or group which includes Employee, and such notice references any lawsuit or threatened lawsuit against the Company or any of the Releasees that encompasses any of the Claims released by 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 any class action, representative action or collective action against the Company Exhibit 10.5 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 expressly waives the right to any such damages or reinstatement. This General Release does not include release, any claims 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 cannot lawfully be waived or released 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 terms of the RSU Award Agreement and the Plan.

Appears in 1 contract

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

General Release. In consideration for of the payments and benefits specified to be made under that certain Change in Section 6.2(a) or Section 6.2(bControl Severance Agreement, dated February 25, 2015, (the “ Agreement ”), as applicable Xxxx Xxxxxxx (the “ Executive ”), with the intention of binding the Employment AgreementExecutive and the Executive’s heirs, Employee agrees to unconditionallyexecutors, irrevocablyadministrators and assigns, does hereby release, remise, acquit and forever fully release, waive, and discharge Xxxxxxxxxxxx Coal Company. (the Bank and the Company, “ Company ”) and each of its subsidiaries and all of affiliates (the “ Company Affiliated Group ”), their past, present, present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, members, shareholders, owners, representativesagents, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “ Company Released PartiesParties ) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any or all of the Company Released Parties for, upon or by reason of Party in any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementcapacity, including, without limitation, any claim or obligation and all claims (i) arising from out of or in any way related to Employee’s employment connected with the Bank Executive’s service to any member of the Company Affiliated Group (or the Companypredecessors thereof) in any capacity, or the termination of that employmentsuch service in any such capacity, (ii) for severance or an alleged vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of the Employment Agreement. This General Release specifically includescontract, but is not limited towrongful 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 laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any claim for discrimination or violation and all claims based on the Employee Retirement Income Security Act of 1974 (“ ERISA ”), any and all claims arising under the civil rights laws of any statutes, rules, regulations or ordinances, whether federal, state or locallocal jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights ActAct of 1964 (“ Title VII ”), the Age Discrimination in Employment Act (“ ADEA ”), the Americans with Disabilities Act (“ ADA ”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Company, and the under any whistleblower laws or whistleblower provisions of 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeelaws.

Appears in 1 contract

Samples: Change in Control Severance Agreement (WESTMORELAND COAL Co)

General Release. In consideration for the payments a. Employee, on Employee’s own behalf and benefits specified in Section 6.2(a) or Section 6.2(b)on behalf of Employee’s heirs, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurersassigns, reinsurersexecutors and/or anyone acting on Employee’s behalf, and agents (and in consideration of the pastpromises, presentassurances, and future covenants set forth in the Eighth Amended and Restated Executive Change in Control and Severance Plan, as in effect as of the Separation Date (the “Plan”), under which Employee is an Eligible Individual (as defined in the Plan), but to which Employee is not automatically entitled, including, but not limited to, the payment of any severance thereunder (as modified by Appendix A to this Agreement), hereby fully releases the Company and its successors or affiliates, its parents, subsidiaries, officers, shareholders, partners, members, individual employees, agents, representatives, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) anyone acting on its behalf, known or unknown (collectively collectively, the “Released Parties”) ), from all claims and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, action by reason of any injuries and/or damages or losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, patent or latent which Employee ever had, now has sustained or which may claim to have against any or all of the Released Parties for, upon or by reason be sustained as a result of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning facts and circumstances arising out of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with by the Bank Company or the Company, the termination of that employment, and to any other disputes, claims, disagreements, or an alleged breach of controversies between Employee and the Employment AgreementCompany up to and including the date this Agreement is signed by Employee. This General Release specifically Employee’s release includes, but is not limited to, any claim contract benefits, claims for discrimination quantum meruit, claims for wages, bonuses, employment benefits, moving expenses, stock options, profits units, or violation damages of any statuteskind whatsoever, rulesarising out of any contracts, regulations express or ordinancesimplied, whether any covenant of good faith and fair dealing, express or implied, any theory of unlawful discharge, torts and related damages (including, but not limited to, emotional distress, loss of consortium, and defamation) any legal restriction on the Company’s right to terminate Employee’s employment and/or services, or any federal, state or localother governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, any state laws concerning discrimination or harassment including the Fair Employment and Housing Act, or any other legal limitation on contractual or employment relationships, and any and all claims for any loss, cost, damage, or expense with respect to Employee’s liability for taxes, penalties, interest or additions to tax on or with respect to any amount received from the Company or otherwise includible in Employee’s gross income, including, but not limited to, Title VII any liability for taxes, penalties, interest or additions to tax arising from the failure of the Civil Rights Actthis Agreement, the Age Discrimination in Employment Actor any other employment, the Reconstruction Era Civil Rights Actseverance, the California Fair Employment and Housing Actprofit sharing, the California Labor Codebonus, the California Business and Professions Code, the California constitution, and any claims at common law. equity incentive or other compensatory plan to which Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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, butCompany are or were parties, to comply with, or to be operated in compliance with the extent permitted by applicable lawInternal Revenue Code of 1986, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entityas amended (the “Code”), including, without limitationbut not limited to, Section 409A thereof, or any provision of state or local income tax law; provided, however, that notwithstanding the foregoing, the release set forth in this Section shall not extend to: (a) any vested rights under any pension, retirement, profit sharing or similar plan; (b) Employee’s rights, if any, to indemnification or defense under the Company’s certificate of incorporation, bylaws and/or policy or procedure, any government agencyindemnification agreement with Employee or under any insurance contract, in connection with Employee’s acts or omissions within the course and Employee expressly waives scope of Employee’s employment with the right to any such damages Company; or reinstatement. This General Release does not include any (c) claims that cannot lawfully be waived as a matter of law. This Agreement and its Appendix A set forth the benefits, payments and obligations to which Employee is entitled under the Plan (as modified by Appendix A to this Agreement) if, and only if, the conditions of Sections 5(e) and 8 of the Plan have been fulfilled. Employee acknowledges and agrees that Employee is not entitled to any other termination or released by Employeeseverance benefits whether under the Plan or otherwise.

Appears in 1 contract

Samples: Severance and Release Agreement (Civitas Resources, Inc.)

General Release. In consideration for the payments and benefits specified in Section 6.2(a(a) or Section 6.2(b)The Seller, as applicable on behalf of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, itself and each and all of their its past, present, present and future parent Affiliates, firms, corporations, limited liability companies, subsidiariespartnerships, related entitiestrusts, affiliatesassociations, organizations, Representatives, investors, stockholders, members, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successorssuccessors and assigns (each, a “Releasing Party” and, collectively, the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges Buyer, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns, officersand their respective former, directorspresent and future Representatives, managersinvestors, employeesstockholders, members, shareholderspartners, owners, representatives, attorneys, insurers, reinsurers, insurers and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) indemnitees (collectively the “Released Parties”) ), of and from and against any and all claimsmanner of action or inaction, actions, cause or causes of action, suitsProceedings, demandsLiens, contractsContracts, agreementspromises, obligationsLiabilities or Losses (whether for compensatory, lossesspecial, compensationincidental or punitive Losses, wages, penalties, liabilities, rights, and damages equitable relief or otherwise) of any kind or nature whatsoever, past or present, 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, foreseen whether fixed or unforeseencontingent, 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 Employee such Releasing Parties, or any of them, ever had, now has or may claim to have had against any or all of the Released Parties forParties, upon or by reason any of any factthem, matterand which are based on acts, injury, incident, circumstance, cause events or thing whatsoever, from the beginning of time omissions occurring up to and including the date time of Employee’s execution of this Release AgreementClosing (the “Released Claims”); provided, includinghowever, without limitationthat the foregoing release shall not release, any claim impair or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companydiminish, and the other persons and entities released term “Released Claims” shall not include, in any respect any rights of Seller under this General Release, but, Agreement or relating to or arising from the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeTransactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Appfolio Inc)

General Release. In consideration Employee, for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable on behalf of the Employment Agreement, Employee agrees to unconditionally, irrevocablyherself, and forever fully releaseEmployee's spouse, waivefamily, agents, assigns, successors, heirs, executors, administrators, affiliates, associates, and discharge the Bank and legal representatives does hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE, RELINQUISH, QUITCLAIM, ACQUIT, AND FOREVER DISCHARGE the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, its predecessors, successors, past and present parent companies, subsidiary companies, affiliates, associates, partnerships, and its respective current and former owners, partners, assigns, successors, employees, agents, heirs, executors, administrators, legal representatives, officers, directors, managersshareholders and attorneys and insurers of said corporations, employeesfirms, membersassociations, shareholders, owners, representatives, attorneys, insurers, reinsurerspartnerships, and agents entities (hereinafter the "Releasees"), of and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all complaints, claims, actionsgrievances, liabilities, suits, demands, causes of action, suitsobligations, demands, contractspromises, agreements, obligationsrights, damages, costs (including court costs and attorney's fees), losses, compensation, wages, penalties, liabilities, rights, expenses and damages compensation of any kind or nature whatsoever, whether known KNOWN OR UNKNOWN, past, present or unknownfuture, foreseen fixed or unforeseencontingent, which Employee ever hadliquidated or unliquidated, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or localACCRUED OR CONTINGENT, including, but not limited to, any and all known or unknown claims which have resulted or may result from any alleged acts or omissions, arising out of Employee's hiring, terms and conditions of employment, employment benefits, treatment during employment, and separation from employment, including but not limited to any bonus plans, stock option plans (except to the extent specifically provided below) or other compensation arrangements and expressly including, but not limited to, any and all claims or causes of action based on, related to or arising out of any alleged discrimination, harassment or retaliation based on age, race, sex, national origin, color, religion, citizenship status, disability, or handicap under any municipal, local, state, or federal law, common or statutory; including Title VII of the Civil Rights Act, Act of 1964 (as amended) or any similar law; the Age Discrimination in Employment ActAct (as amended) or any similar law; the Americans with Disabilities Act (as amended), the Reconstruction Era Civil Rights Act, Federal Rehabilitation Act or any similar law; the California Fair Employment and Housing Act, Labor Standards Act or any similar law; the California Labor Code, the California Business and Professions Code, the California constitution, Older Workers Benefit Protection Act and any similar law; wages, compensation, or benefits of employment; retirement benefits or compensation; severance pay or benefits; future compensation, including bonuses or profit sharing; wrongful discharge from employment; negligence; intentional torts; personal injury; mental anguish or emotional distress; exemplary damages; alleged retaliation related to workers' compensation claims at common under chapter 451 or the Texas Labor Code or any similar law or relating to so-called "whistle-blowers" law. Employee further knowingly and willingly agrees to waive the provisions and protections ; Texas Payday Act or any similar law; defamation, libel or slander; fraud; or breach of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, contract (including, without limitation, any government agencyand all claims or causes of action based on, related to or arising out of that certain Employment Agreement, dated as of November 1, 2001, as amended by that certain Amendment to Employment Agreement, entered into as of December 12, 2002 (the "Employment Agreement") or any other agreement relating to employment, written or oral), any of which existed or may have existed prior to, or contemporaneously with the execution of this Agreement. By the signature below, Employee does hereby acknowledge that upon payment of all the consideration recited herein this is final, full and complete satisfaction, settlement and discharge of any and all liability of the Releasees, if any, to Employee whatsoever by reason of any manner, cause or thing in any way connected with or arising out of the Employee's employment and/or termination of employment and that Employee shall not receive any further sums of money or other property, except as set forth in this Agreement, from the Company. Except as expressly waives provided in this Agreement, neither the right Company nor any of its predecessors, successors, assigns, subsidiaries or affiliates shall have any further obligation to Employee in connection with the Employment Agreement or Employee's employment by the Company or any such damages of its affiliates or reinstatement. This General Release does subsidiaries, including but not include limited to severance, compensation (including but not limited to deferred compensation, employment contracts, stock options, bonuses and commissions), health insurance, life insurance, disability insurance, club dues, vehicle allowances, vacation pay, sick pay and any claims that cannot lawfully be waived or released by Employeesimilar obligations.

Appears in 1 contract

Samples: Confidential Separation Agreement (Home Interiors & Gifts Inc)

General Release. In consideration Executive, for the payments Executive and benefits specified in Section 6.2(afor Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to hereby irrevocably and unconditionally, irrevocablyand knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever fully release, waive, and discharge the Bank and the Company, and each its subsidiaries, affiliates and related entities, and any and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, respective predecessors, successors, assigns and employee benefit plans, together with each of their respective owners, assigns, agents, directors, general and limited partners, shareholders, directors, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurersadvisors, reinsurerstrustees, fiduciaries, administrators, agents or representatives, and agents any of their predecessors and successors and each of their estates, heirs and assigns (and the pastcollectively, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesCompany Releasees”) from and against any and all charges, allegations, complaints, claims, actionsliabilities, obligations, promises, agreements, causes of action, suitsrights, demands, contracts, agreements, obligationscosts, losses, compensation, wages, penalties, liabilities, rights, debts and damages expenses of any kind or nature whatsoever, whether including those arising from or related to the Executive’s Change in Control and Severance Agreement, dated June 26, 2017, known or unknown, foreseen suspected or unforeseenunsuspected (collectively, “Claims”) which Employee Executive or the Releasors ever had, now has have, may have, or hereafter can, will or may claim to have against (either directly, indirectly, derivatively or in any or all of the Released Parties for, upon or other representative capacity) by reason of any fact, matter, injury, incident, circumstance, fact or cause whatsoever against the Company or thing whatsoever, any of the other Company Releasees: (a) from the beginning of time up to and including the date upon which Executive signs this Agreement, (b) arising out of, or relating to, Executive’s employment with the Company and/or the termination of EmployeeExecutive’s execution employment; or (c) arising out of this or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release Agreementincludes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, any claim or obligation arising from or the Age Discrimination in any way related to Employee’s employment with Employment Act of 1967 (“ADEA”), Title VII of the Bank or the CompanyCivil Rights Act of 1964, the termination Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of that employment1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the EXECUTION VERSION Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or an alleged breach other state or federal statute, including all amendments to any of the Employment Agreement. This General Release specifically includes, but is not limited to, aforementioned acts or under any claim for discrimination common law or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, equitable theory including, but not limited to, Title VII tort, breach of the Civil Rights Actcontract, the Age Discrimination in Employment Actfraud, the Reconstruction Era Civil Rights Actfraudulent inducement, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionpromissory estoppel or defamation, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections violations of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person federal, state, or entitymunicipal fair employment statutes or laws, including, without limitation, violations of any government agencyother law, and Employee expressly waives rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the right to foregoing; provided, however, that nothing in this Release shall release or impair any such damages or reinstatement. This General Release does not include any claims rights that cannot lawfully be waived or released by Employeeunder applicable law.

Appears in 1 contract

Samples: Employment Agreement (Sarepta Therapeutics, Inc.)

General Release. a. In consideration for of the payments and benefits specified Separation Benefits set forth in Section 6.2(a) or Section 6.2(b)4 above, as applicable you on behalf of the Employment Agreementyourself, Employee agrees to unconditionallyyour heirs, irrevocablyany spouse, executor, assigns, administrators, representatives, and agents , hereby release and forever fully release, waive, and discharge the Bank and the Company, Company and each and all of their its respective past, present, present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsemployees, officers, directors, managersmembers, employeesagents, memberstrustees, administrators, representatives, owners, shareholders, ownerspartners, representativesinsurers, fiduciaries, attorneys, insurerssubsidiaries, reinsurersparent companies, affiliates, related entities, assigns, predecessors and agents (and the successors in interest, as well as each of their past, present, present and future employees, officers, directors, managersmembers, employeesagents, memberstrustees, administrators, representatives, owners, shareholders, ownerspartners, representativesinsurers, fiduciaries, attorneys, insurerssubsidiaries, reinsurers, and agents of any such parent companies, subsidiariesaffiliates, related entities, affiliatesassigns, predecessorspredecessors and successors in interest, successorsjointly and severally, and assigns) (referred to collectively hereafter as the “Released Parties”) "Releasees"), from and against any and all liabilities, claims, actions, causes of action, suitscharges, demands, contracts, agreementscomplaints, obligations, costs, losses, compensationdamages, wagesinjuries, penalties, liabilitiesinterest, rightsattorneys’ fees, and damages other legal responsibilities, of any kind or nature form whatsoever, whether known or unknown, foreseen or unforeseen, unanticipated, unsuspected or latent (referred to collectively hereafter as "Claim" or "Claims"), of whatever kind and nature, whether now known or unknown, which Employee ever hadyou have at any time owned or held up to and including the date you sign this Agreement including, now has or may claim to have against any or all and without limiting the generality of the Released Parties forforegoing, upon 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 reason or on the part of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, of the Releasees occurring from the beginning of time up to through and including the date of Employee’s your execution of this Release Agreement, including, without limitation, ; (c) any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim Claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal law or regulation prohibiting discrimination, includingfailure to prevent discrimination, but not limited to, 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 Americans with Disabilities Act of 1990, as amended; the Genetic Information and Discrimination Act; the Rehabilitation Act of 1973, 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 Reconstruction Era Civil Labor-Management Relations Act, as amended; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Xxxx Xxxxxxxxx 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 (COBRA), as amended; the Xxxxxxxx-Xxxxx Act of 2002; the California Worker Adjustment and Retraining Notification Act; the California Business & Professions Code; the California Family Rights Act, ; the California Labor Code; the California Industrial Welfare Commission Wage Orders; the California Fair Employment and Housing Act, ; the California and United States Constitutions; the Washington Industrial Welfare Act; the Washington Law Against Discrimination; any Washington leave laws; the Washington Minimum Wage Requirements and Labor Code, Standards Act; Title 49 of the California Business and Professions Code, Revised Code of Washington; the California constitution, Washington Equal Pay Opportunity Act; the Washington Fair Chance Act; and any claims at common lawlocal ordinance or federal or state statute, regulation or constitution; and (e) any Claim for attorneys' fees, penalties, interest, costs or expenses. Employee further knowingly and willingly agrees If any claim is not subject to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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, butrelease, to the extent permitted by applicable law, it also covers you waive any right or ability to be a class or collective action representative or to otherwise participate or recover any damages, injunctive, declaratory, monetary, or other relief, in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any of the other Released Parties is a party. You represent that you are not an “aggrieved employee” for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencypurpose including under the California Private Attorneys’ General Act (“PAGA”), and Employee expressly waives therefore the right Company is not liable for any penalties pursuant to PAGA for any such damages conduct arising during or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeout of your employment with the Company.

Appears in 1 contract

Samples: Separation Agreement (Honest Company, Inc.)

General Release. In consideration for For valuable consideration, the payments receipt and benefits specified adequacy of which are hereby acknowledged, which are set forth in Section 6.2(a) or Section 6.2(b), as applicable of the that certain Employment Agreement, Employee agrees to unconditionallydated July 17, irrevocably2007 (the “Employment Agreement”) between Full House Resorts, Inc. (the “Company”) and forever fully releaseXxxx Xxxxxx (“Executive”), waive, and discharge the Bank and the Company, for itself and each and all of their past, present, and future parent companies, for (a) its subsidiaries, related entitiesand affiliated companies, affiliates(b) its predecessors, successors and assigns (c) its current and past officers and directors, and (d) its agents and employees, and in each case does hereby release and forever discharge the “Releasees” hereunder, consisting of Executive and his heirs and assigns, 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 Company or any of its subsidiaries, related and affiliated companies, predecessors, successors, assigns, officers, current and past officers and directors, managersagents and employees now have or may hereafter have against the Releasees, employeesor any of them, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents by reason of any such parent companiesmatter, cause, or thing whatsoever from the beginning of time to the date hereof. Notwithstanding the foregoing, this General Release shall not operate to release any Claims which the undersigned may have relating to or arising out of (i) Executive’s intentional, willful or reckless misconduct or (ii) Executive’s fraud or breach of fiduciary duty (the “Unreleased Claims”). The Company represents and warrants that there has been no assignment or other transfer of any interest in any Claim (other than Unreleased Claims) which it may have against the Releasees, or any of them. The Company agrees that if it or any of its subsidiaries, related entities, affiliatesand affiliated companies, predecessors, successors, assigns, current and assigns) (collectively past officers and directors, agents and employees hereafter commences any suit arising out of, based upon, or relating to any of the “Released Parties”) from and Claims released hereunder or in any manner asserts against Releasees, or any and all claimsof them, actionsany of the Claims released hereunder, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsthen the Company agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The Company further understands and agrees that neither the payment of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all sum of money nor the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementshall constitute or be construed as an admission of any liability whatsoever by the Releasees, includingor any of them, without limitation, any claim or obligation arising from or in any way related who have consistently taken the position that they have no liability whatsoever to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Separation Agreement (Full House Resorts Inc)

General Release. In consideration 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 “Releasing Party” and, collectively, the payments and benefits specified in Section 6.2(a) or Section 6.2(b“Releasing Parties”), as applicable of the Employment Agreementhereby absolutely, Employee agrees to unconditionallyunconditionally and irrevocably releases, irrevocably, acquits and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their pastits former, present, present and future Affiliates, parent and subsidiary companies, subsidiaries, related entities, affiliatesjoint ventures, predecessors, successorssuccessors and assigns (including Parent, assignsthe Surviving Corporation and their respective Affiliates), officersand their respective former, directorspresent and future Representatives, managersinvestors, employeesstockholders, members, shareholderspartners, owners, representatives, attorneys, insurers, reinsurers, insurers and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) indemnitees (collectively the “Released Parties”) ), of and from and against any and all claimsmanner of action or inaction, actions, cause or causes of action, suitsProceedings, demandsLiens, contractsContracts, agreementspromises, obligationsLiabilities or Damages (whether for compensatory, lossesspecial, compensationincidental or punitive Damages, wages, penalties, liabilities, rights, and damages equitable relief or 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, foreseen whether fixed or unforeseencontingent, 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 Employee such Releasing Parties, or any of them, ever had, now has have had or ever in the future may claim to have against any or all of the Released Parties forParties, upon or by reason any of any factthem, matterand which are based on acts, injury, incident, circumstance, cause events or thing whatsoever, from the beginning of time omissions occurring up to and including the date of Employee’s execution of this Release AgreementEffective Time (the “Released Claims”); provided, includinghowever, without limitationthat the foregoing release shall not release, any claim impair or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank and the Companydiminish, and the other persons term “Released Claims” shall not include, in any respect any rights of: (i) the Stockholders under this Agreement; or (ii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Certificate of Incorporation or Bylaws (or any directors’ and entities released officers’ liability insurance policy maintained by the Company in this General Releaserespect 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, but, to director or employee of the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right Company with respect to any such damages act, omission, event or reinstatement. This General Release does not include any claims that cannot lawfully be waived transaction occurring on or released by Employeebefore the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)

General Release. In consideration for Upon the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable execution of the Employment this Agreement, Employee agrees to unconditionally, irrevocably, Xxxxxxx releases and forever fully releasedischarges the Parent, waive, and discharge the Bank and the Company, all of the Parent’s and each Company’s past, current, and successor parent, affiliate and subsidiary companies and business entities (including but not limited to Waste Connections, Inc., Waste Connections US, Inc. and Waste Connections US Holdings, Inc.), and all of their past, present, respective current and future parent companies, subsidiaries, related entities, affiliates, predecessors, successorsformer owners, assigns, officers, directorsinvestors, managers, employees, membersdirectors, boards, trustees, shareholders, ownerspartners, members, insurers, representatives, attorneys, insurersplan administrators, reinsurersfiduciaries of employee benefit plans, benefit plans and agents (and the pastcollectively, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of claims, actions, causes of action, suitsrights, judgments, debts, contracts, promises, allegations, demands, contractsobligations, agreementsduties, obligationssuits, expenses, assessments, penalties, charges, injuries, losses, compensationcosts, wages, penaltiesdamages, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or localattorneys’ fees, including, but not limited to, Title VII those claims asserted or that could have been asserted prior to the execution of this Agreement of every kind and manner whatsoever concerning, regarding, or arising in law or in equity, administrative or judicial, exclusive of the Civil Rights Actobligations under this Agreement (collectively, the Age Discrimination in Employment Act“Claims”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and which Xxxxxxx had or now has against Company and/or any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil CodeReleased Parties, which reads: “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 RELEASEwhether or not now known, AND THAT IF KNOWN BY HIM OR HERclaimed, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers asserted, suspected, or discoverable by Xxxxxxx, based on any actions or events occurring on or before the date of Xxxxxxx’x signature on this Agreement. Xxxxxxx agrees 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 file a lawsuit arising out of or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right relating to any such damages or reinstatementreleased Claims. This General Release does The Claims include, but are not include any claims that cannot lawfully be waived or released by Employee.limited to:

Appears in 1 contract

Samples: Separation Agreement and General Release (Waste Connections, Inc.)

General Release. In consideration for The Executive, on behalf of himself and anyone claiming through him, hereby agrees not to sue the payments and benefits specified in Section 6.2(a) Company or Section 6.2(b), as applicable any of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesits divisions, subsidiaries, affiliates ox xther related entitiesentities (whether or not such entities are wholly owned) or any of the past, affiliates, predecessors, successors, assignspresent or future directors, officers, directorsadministrators, managerstrustees, fiduciaries, employees, membersagents or attorneys of the Company or any of such other entities, shareholdersor the predecessors, owners, representatives, attorneys, insurers, reinsurerssuccessors or assigns of any of them (hereinafter referred to as the "Released Parties"), and agents (agrees to release and discharge, fully, finally and forever, the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) Parties from and against any and all claims, actions, causes of action, suitslawsuits, demandsliabilities, debts, accounts, covenants, contracts, controversies, agreements, obligationspromises, lossessums of money, compensationdamages, wages, penalties, liabilities, rights, judgments and damages demands of any kind or nature whatsoever, whether in law or in equity, both known and unknown, asserted or unknownnot asserted, foreseen or unforeseen, which Employee the Executive ever had, now has had or may claim to presently have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, arising from the beginning of time up to and including the effective date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or all matters in any way related to Employee’s the Executive's employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive's employment with the Bank Company or the Companyany of its affiliates, the termination of that employmentand including, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited towithout limitation, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of and all claims arising under the Civil Rights ActAct of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Reconstruction Era Civil Older Workers' Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the Illinois Human Rights Act, 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 Section 9 shall apply to, or release the California Fair Employment and Housing ActCompany from, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 obligation of the California Civil CodeCompany (i) contained in this Agreement or in any benefit plan of the Company in which the Executive participates (excluding any plan providing severance benefits upon termination of employment) or (ii) to indemnify the Executive pursuant to the Company's certificate of incorporation or by-laws. The consideration offered herein is accepted by the Executive as being in full accord, which reads: “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 RELEASEsatisfaction, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only compromise and settlement of any and all claims by Employee against the Bank and the Companyor potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other persons Released Parties, and entities that in the event of any further proceedings whatsoever based upon any matter released in this General Releaseherein, but, neither the Company nor any of the other Released Parties shall have any further monetary or other obligation of any kind to the extent permitted Executive, including any obligation for any costs, expenses or attorneys' fees incurred by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person of the Executive. The Executive agrees that he has no present or entity, including, without limitation, any government agency, and Employee expressly waives the future right to employment with the Company or any such damages of the other Released Parties and that he will not apply for or reinstatement. This General Release does not include otherwise seek employment with any claims that cannot lawfully be waived or released by Employeeof them.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Wallace Computer Services Inc)

General Release. In consideration for of the payments and benefits specified set forth in Section 6.2(a) or Section 6.2(b5 of your Separation Agreement dated September 30, 2005 among you, Flag Acquisition Corporation (“Flag”), as applicable of Metals USA, Inc. (the Employment Agreement“Company”) and Flag Holdings Corporation (“Flag Holdings”), Employee agrees to unconditionallyyou, irrevocablyfor yourself and for your children, heirs, administrators, representatives, executors, successors and assigns, voluntarily, knowingly and willingly release and forever fully releasegive up any and all claims and rights which you have, waivemay have or hereafter may have against Flag, and discharge the Bank and the Company, Flag Holdings and Apollo Management V, L.P., and each and all of their pastthe forgoing entities’ respective owners, present, and future parent companiesparents, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents all of any such parent companies, subsidiaries, related entities, affiliates, their predecessors, successorssuccessors and assigns (collectively, and assigns) (collectively the “Released PartiesReleasees”) from and against September 30, 2005 through the date of the execution of this Release, including, but not limited to, any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, contracts, agreements, obligationscosts, losses, compensation, wages, penalties, liabilities, rights, debts and damages expenses (including attorneys’ fees and costs) of any kind or nature whatsoever, whether known or unknown, foreseen whether in law or unforeseenequity (collectively, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local“Claims”), including, but not limited to, any Claims related to your employment with the Company and the conclusion thereof, any Claims arising out of or related to the Transaction Agreements (as that term is defined in your Separation Agreement), any Claims based on wrongful termination, any Claims based on contract whether express or implied, written or oral, and any Claims arising under the United States and/or State Constitutions, federal and/or common law, and/or rights arising out of alleged violations of any federal, state or other government statutes, regulations or ordinances including, without limitation, the National Labor Relations Act, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Older Workers’ Benefit Protection Act, the California Fair Texas Anti-Discrimination Law, Texas Labor Code, §21.001, et seq., the Delaware Discrimination in Employment and Housing Act, Title 19 of the Delaware Code, the Americans with Disabilities Act, the California Labor CodeCivil Rights Act of 1866 (42 U.S.C. § 1981), the California Business and Professions CodeCivil Rights Act of 1991, the California constitutionEqual Pay Act, the Family and any claims at common law. Employee further knowingly and willingly agrees to waive Medical Leave Act, the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank Fair Labor Standards Act and the CompanyEmployees Retirement Income Security Act of 1974, and the other persons and entities released in this General Releaseall as amended. This release specifically includes, butbut is not limited to, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to the payment of wages, vacation, pension benefits, stock, incentive or any such damages other employee benefits (except your vested benefit under the Metals USA, Inc. 401(k) Plan), or reinstatementany other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, religion, creed, sex, national origin, ancestry, age, mental or physical disability, pregnancy, alienage or citizenship status, genetic information, marital status or any other basis prohibited by law. This General You further represent that you have not filed against Flag, the Company or any of the other Releasees, any complaints, charges or lawsuits with any governmental agency or any court prior to the date hereof. In WITNESS WHEREOF, you have executed this Release does not include any claims that cannot lawfully be waived or released by Employee.as of the date written below. Xxxxx X. Xxxxxxx Dated:

Appears in 1 contract

Samples: Separation Agreement and General Release (Metals Usa Inc)

General Release. In consideration for The Executive, on behalf of himself and anyone claiming through him, hereby agrees not to sue the payments and benefits specified in Section 6.2(a) Company or Section 6.2(b), as applicable any of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesits divisions, subsidiaries, affiliates or xxxer related entitiesentities (whether or not such entities are wholly owned) or any of the past, affiliates, predecessors, successors, assignspresent or future directors, officers, directorsadministrators, managerstrustees, fiduciaries, employees, membersagents or attorneys of the Company or any of such other entities, shareholdersor the predecessors, owners, representatives, attorneys, insurers, reinsurerssuccessors or assigns of any of them (hereinafter referred to as the "Released Parties"), and agents (agrees to release and discharge, fully, finally and forever, the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) Parties from and against any and all claims, actions, causes of action, suitslawsuits, demandsliabilities, debts, accounts, covenants, contracts, controversies, agreements, obligationspromises, lossessums of money, compensationdamages, wages, penalties, liabilities, rights, judgments and damages demands of any kind or nature whatsoever, whether in law or in equity, both known and unknown, asserted or unknownnot asserted, foreseen or unforeseen, which Employee the Executive ever had, now has had or may claim to presently have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, arising from the beginning of time up to and including the effective date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or all matters in any way related to Employee’s the Executive's employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive's employment with the Bank Company or the Companyany of its affiliates, the termination of that employmentand including, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited towithout limitation, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of and all claims arising under the Civil Rights ActAct of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Reconstruction Era Civil Older Workers' Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the Illinois Human Rights Act, 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 Section 9 shall apply to, or release the California Fair Employment and Housing ActCompany from, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 obligation of the California Civil CodeCompany (i) contained in this Agreement or in any benefit plan of the Company in which the Executive participates (excluding any plan providing severance benefits upon termination of employment) or (ii) to indemnify the Executive pursuant to any prior, which reads: “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 RELEASEwritten indemnification agreement with the Executive, AND THAT IF KNOWN BY HIM OR HERor the Company's certificate of incorporation or by-laws. The consideration offered herein is accepted by the Executive as being in full accord, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only satisfaction, compromise and settlement of any and all claims by Employee against the Bank and the Companyor potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other persons Released Parties, and entities that in the event of any further proceedings whatsoever based upon any matter released in this General Releaseherein, but, neither the Company nor any of the other Released Parties shall have any further monetary or other obligation of any kind to the extent permitted Executive, including any obligation for any costs, expenses or attorneys' fees incurred by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person of the Executive. The Executive agrees that he has no present or entity, including, without limitation, any government agency, and Employee expressly waives the future right to employment with the Company or any such damages of the other Released Parties and that he will not apply for or reinstatement. This General Release does not include otherwise seek employment with any claims that cannot lawfully be waived or released by Employeeof them.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Wallace Computer Services Inc)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and you employment by the Company, --------------- you on behalf of yourself and any past, present or future heirs, executors, administrators, or assigns, hereby irrevocably and unconditionally release and hold harmless the Company, TenFold Energy, Inc. and each of the Company's and/or TenFold Energy, Inc.'s respective agents, directors, officers, employees, representatives, attorneys and all affiliated companies, divisions, subsidiaries and parents (and agents, directors, officers, employees, representatives and attorneys of their past, presentsuch affiliates), and future parent companies, subsidiaries, related entities, affiliates, their predecessors, successors, heirs, executors, administrators and assigns, officersand all persons acting by, directorsthrough, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents under or in concert with any of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) them (collectively the “Released Parties”) "Releasees"), or any of them, from and against any and all claims, actions, causes of action, suits, debts, charges, complaints, claims, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, liabilities and damages obligations of any kind or nature whatsoever, whether in law or equity, known or unknown, foreseen suspected or unforeseenunsuspected, which Employee you ever had, now has have, or you or your heirs, executors, administrators or assigns hereafter may claim to have against each or any or all of the Released Parties forReleasees (hereinafter "the Claims"), upon arising from or relating in any way to your employment relationship to date with the Company or TenFold Energy, Inc. or the termination thereof, whether the Claims arise from any alleged violation by reason the Company or TenFold Energy, Inc. of any factfederal, matterstate or local statutes, injuryordinances or common law, incidentand whether based on contract, circumstancetort, cause or thing whatsoever, from the beginning statute or any other legal or equitable theory of time up to and including the date of Employee’s execution of this Release Agreement, includingrecovery. Such claims include, without limitation, any claim claims relating to severance, stock options or obligation arising from other benefits, unpaid wages, salary or in any way related to Employee’s employment with the Bank or the Companyincentive payment, the termination breach of that employmentcontract, wrongful discharge, or an alleged breach of the Employment Agreement. This General Release specifically includesemployment discrimination under any applicable federal, state or local statute, provision, order or regulation, including but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, under Title VII of the Civil Rights Act, and the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment . You understand this is to be a general release of all Claims. You expressly and Housing Act, the California Labor Code, the California Business knowingly waive any and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of all rights under Section 1542 of the California Civil CodeCode of the State of California, which readsprovides 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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release general release does not include any extend to claims that canwhich creditor does not lawfully be waived know or released suspect to exist in his favor at the time of executing the release, which if known by Employeehim must have materially affected his settlement with the debtor."

Appears in 1 contract

Samples: Employment Agreement (Tenfold Corp /Ut)

General Release. In consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of to be made under the Employment Agreement, Employee agrees dated as of June 16, 2005, to unconditionallywhich Deltek Systems, irrevocablyInc. (the “Company”) and Xxxxx Xxxxxx (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever fully release, waive, and discharge the Bank and the Company, Company and each of its subsidiaries and all of affiliates (the “Company Affiliated Group”), their past, present, present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Company Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any Company Released Party (an “Action”) arising out of or all in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties forCompany Affiliated Group (or the predecessors thereof), upon including (i) the termination of such service in any such capacity, (ii) for severance or by reason 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 laws (including, without limitation, all 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 and all Actions arising under the civil rights laws of any factfederal, matter, injury, incident, circumstance, cause state or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementlocal jurisdiction, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

Samples: Employment Agreement (Deltek, Inc)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment a. As a material inducement to BakBone to enter into this Agreement, Employee agrees to unconditionallyXxxxxxx, irrevocablyon behalf of himself and his heirs, executors, administrators, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever discharge BakBone, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesits divisions, subsidiaries, related entitiesaffiliates and all owners, affiliatesstockholders, predecessors, successors, assigns, officersagents, directors, managersofficers, employees, members, shareholders, owners, representatives, and attorneys, insurersacting by, reinsurersthrough, and agents (and the pastunder or in concert with BakBone or any parent, presentsubsidiary or related entity, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, contracts, agreements, obligationscosts, losses, compensationdebts and expenses (including attorneys’ fees and costs actually incurred), wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen suspected or unforeseenunsuspected, joint or several, which Employee ever had, now Xxxxxxx has had or may hereafter claim to have had, against any or all of the Released Parties for, upon or BakBone by reason of any fact, matter, injuryact, incident, circumstanceomission, cause or thing whatsoever, event whatever from the beginning of time to the Resignation Date (“Claims”); other than those obligations set forth in this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: (1) all Claims arising from or relating in any way to any act or failure to act by any employee of BakBone, (2) all Claims arising from or relating in any way to the employment relationship of Xxxxxxx with BakBone and/or the termination thereof, including any claims which have been asserted or could have been asserted against BakBone, together with (3) any and all Claims which might have been asserted by Xxxxxxx in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the date of Employee’s execution of this Release Agreement, includingunder any and all laws, statutes, orders, regulations, or any other claim of right(s), including without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights ActAct of 1964, as amended, the Age Discrimination in Employment ActCalifornia Labor Code, the Reconstruction Era Civil Rights Act, and the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and or any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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 PARTYClaim in contract or tort.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.

Appears in 1 contract

Samples: Separation and Consulting Agreement and Release of Claims (Bakbone Software Inc)

General Release. (a) In consideration for of the payments and benefits specified set forth in Section 6.2(a2 above, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (“Releasors”) or Section 6.2(b)does hereby irrevocably and unconditionally release, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, acquit and forever fully release, waive, and discharge the Bank and the Company, Company and each and all of their past, present, and future parent companiesits parents, subsidiaries, related entities, affiliates, predecessorsdivisions, successors, assigns, officers, directors, managerspartners, employees, members, shareholders, owners, representativesagents, attorneys, insurersand former and current employees, reinsurersincluding without limitation all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”), and agents (and the pasteach of them, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, demands, actions, causes of action, suitscosts, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsattorney fees, and damages of any kind or nature all liability whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent, which Employee ever Executive has, had, now has or may claim to ever have against any the Releasees relating to or all arising out of Executive’s employment or separation from employment with the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, Company from the beginning of time and up to and including the date of Employee’s execution of Executive executes this Release Agreement, including(collectively “Claims”). This Release includes, without limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any claim federal, state, or obligation arising from local laws of any jurisdiction, including those that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in any way related to Employee’s employment with Employment Act of 1967 as amended by the Bank or the CompanyOlder Workers Benefit Protection Act, the termination National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of that employment1974, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited toWorker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1966, the Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the Age Discrimination in Employment Xxxxxxxx-Xxxxx Act, the Reconstruction Era Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Post-Civil War Civil Rights ActAct (42 U.S.C. §§1981-1988); (v) any claims arising under California law, including the California Fair Employment and Housing ActAct (FEHA), the California Labor Code, and the California Business Constitution, or any other foreign, federal, state or local law or judicial decision, (vi) claims arising under Florida law, including the Florida Civil Rights Act, the Florida Minimum Wage Act, the Florida Whistleblower Act, Florida’s general labor laws (Fla. Stat. §§ 448.01 to 448.09), retaliation provisions under the Florida Workers’ Compensation Act, (vii) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or that Executive is otherwise entitled to receive under any employee benefit plan of the Company or any of its affiliates in accordance with the terms of such plan and Professions Codeapplicable law), and (vii) any other statutory or common law claims related to Executive’s employment with the Company or the separation of Executive’s employment with the Company. However, this Release excludes, and Executive does not waive, release, or discharge: (A) any claim or liability for severance or separation benefits specifically provided under the Separation Agreement; (B) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the California constitutionDepartment of Fair Employment and Housing, and or other similar federal or state administrative agencies, although Executive waives any right to monetary relief related to any filed charge or administrative complaint; (C) any right to make claims at common lawunder Florida’s unemployment compensation statute (Fla. Stat. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code§ 443.041), which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived by law; (D) indemnification rights Executive has against the Company under applicable corporate law, the by-laws or released by Employeecertificate of incorporation of the Company or any of its affiliates, or as an insured under any director’s and officer’s liability insurance policy now or previously in force; (E) any right to file an unfair labor practice charge under the National Labor Relations Act; and (F) any claims arising under the Employee Retirement Income Security Act that are vested benefits or that Executive is otherwise entitled to receive under any employee benefit plan of the Company or any of its affiliates in accordance with the terms of such plan and applicable law.

Appears in 1 contract

Samples: Separation Agreement (Vaxart, Inc.)

General Release. In IN CONSIDERATION OF good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration for of the payments terms and benefits specified conditions contained in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionallyeffective as of January 31, irrevocably2012 (the “Agreement”), by and between Xxxx Xxxxxxxx (the “Executive”) and Lakeland Industries, Inc. (the “Company”), the Executive on behalf of himself and his heirs, executors, administrators, and forever fully releaseassigns, waivereleases and discharges the Company and its past present and future subsidiaries, divisions, affiliates and parents, and discharge the Bank their respective current and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managers, employees, membersagents, shareholders, and/or owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, their respective successors, and assigns) assigns and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities (collectively the “Released Parties”) from and against any and all claims, actions, manner of actions and causes of action, suits, demandsdebts, dues, accounts, bonds, covenants, contracts, agreements, obligationsjudgments, lossescharges, compensation, wages, penalties, liabilities, rightsclaims, and damages of any kind or nature whatsoeverdemands whatsoever (“Losses”) which the Executive and his heirs, whether known or unknownexecutors, foreseen or unforeseenadministrators, which Employee ever and assigns have, had, now has or may claim to have hereafter have, against any or all of the Released Parties for, upon or any of them arising out of or by reason of any factcause, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up the world to and including the date of Employee’s execution of this Release Agreementhereof, including, without limitation, any claim or obligation arising from or in any way related relating to Employeethe Executive’s employment with by the Bank or Company and the Companycessation thereof, the termination of that employmentand any and all matters arising under any federal, state, or an alleged breach local statute, rule, or regulation, or principle of contract law or common law relating to the Employment Agreement. This General Release specifically includesExecutive’s employment by the Company and the cessation thereof, including but is not limited to, any claim for discrimination or violation the Family and Medical Leave Act of any statutes1993, rulesas amended, regulations or ordinances, whether federal, state or local, including, but not limited to29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights ActAct of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment ActAct of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Reconstruction Era Civil Rights ActAmericans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the California Fair Employment Worker Adjustment and Housing ActRetraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the California Labor CodeEmployee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the California Business New York State and Professions CodeNew York City Human Rights Laws, the California constitutionNew York Labor Laws, and any claims at common lawother equivalent or similar federal, state, or local statute; provided, however, that the Executive does not release or discharge the Released Parties from (i) any rights to any payments, benefits or reimbursements due to the Executive under the Agreement; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company. Employee further It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied. The Executive represents and warrants that he fully understands the terms of this General Release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and willingly agrees voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this General Release, he will not have the right to waive assert that the provisions and protections of Section 1542 Company or any other of the California Civil Code, which reads: “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.” This General Release covers Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise. The Executive further represents and warrants that he has not only any and all claims by Employee against the Bank and the Companyfiled, and will not initiate, or cause to be initiated on his behalf any complaint, charge, claim, or proceeding against any of the Released Parties before any federal, state, or local agency, court, or other persons and entities body relating to any claims barred or released in this General ReleaseRelease thereof, butand will not voluntarily participate in such a proceeding. However, nothing in this General Release shall preclude or prevent the Executive from filing a claim, which challenges the validity of this General Release solely with respect to the extent permitted by applicable law, it also covers Executive’s waiver of any claim for damages or reinstatement asserted Losses arising under the ADEA. The Executive shall not accept any relief obtained on Employee’s his behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right private party, class, or otherwise with respect to any claims covered by this General Release. The Executive may take twenty-one (21) days to consider whether to execute this General Release. Upon the Executive’s execution of this general release, the Executive will have seven (7) days after such damages or reinstatementexecution in which he may revoke such execution. This In the event of revocation, the Executive must present written notice of such revocation to the office of the Company. If seven (7) days pass without receipt of such notice of revocation, this General Release does not include any claims that cannot lawfully be waived or released by Employee.shall become binding and effective on the eighth (8th) day after the execution hereof (the “Effective Date”). INTENDING TO BE LEGALLY BOUND, I hereby set my hand below: Xxxx Xxxxxxxx

Appears in 1 contract

Samples: Lakeland Industries Inc

General Release. In consideration Xxx, for the payments himself and benefits specified in Section 6.2(a) or Section 6.2(b)for his heirs, as applicable spouse, executors, administrators and assigns, acknowledges complete satisfaction of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and unconditionally releases and forever fully release, waive, discharges the Company and discharge the Bank and the Company, and each any and all of their past, present, and future parent its respective affiliated companies, subsidiaries, related divisions, affiliated entities, affiliatespartnerships, predecessors, successors, successors and assigns, and any and all of its past, present and/or future officers, directors, managers, employees, members, shareholders, ownerspartners, representativesunitholders, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managersagents, employees, membersadministrators and assigns (hereinafter collectively referred to as "Company Releasees"), shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actionsdemands, causes of action, suitscosts, demandscharges, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, fees and damages liabilities of any kind or nature whatsoever, whether known or unknown, foreseen unsuspected or unforeseenlatent, which Employee ever hadXxx or any of his heirs, guardians, administrators, executors, successors in interest, and/or assigns have incurred or expect to incur, or now has own or hold or have at any time heretofore owned or held, or may at any time own, hold or claim to have by reason of any matter or thing against any or all Company Releasees, and each of the Released Parties forthem, upon arising from or by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstanceconduct or occurrence, cause or thing whatsoever, from the beginning of time up any other matter whatsoever on or prior to and including the date of Employee’s Xxx'x execution of this Release Agreement. Without limiting the generality of the foregoing, includingXxx specifically waives and fully releases Company Releasees, without limitationand each of them, from any claim or obligation and all claims arising from or in any way related to Employee’s out of Xxx'x employment with the Bank or the Company, Company and/or the termination of that his employment, any positions Xxx held or an alleged breach services Xxx rendered, as well as Xxx'x resignation of the Employment Agreement. This General Release specifically includesall positions held with Company, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, Title VII of : (a) any claim under the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Americans with Disabilities Act, the California Fair Employment and Housing Act, the California Labor CodeCivil Rights Act of 1964, as amended, the California Business and Professions CodeAge Discrimination in Employment Act of 1967 or the Older Workers Benefit Protection Act, the California constitutionEmployee Retirement Income Security Act of 1974; (b) any other claim of employment discrimination (whether based on federal, state or local, statutory or decisional law; (c) any claim arising out of the terms and conditions of Xxx'x employment and/or any of the events relating directly or indirectly to or surrounding the termination of his employment; (d) any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Codefor severance, which reads: “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 RELEASEpension, AND THAT IF KNOWN BY HIM OR HERbonuses, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only profit sharing or severance/termination payments; (e) 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 claim regarding any claimed employment or benefit agreement or contract whether written or oral; (f) any claim for damages or reinstatement asserted on Employee’s behalf by any alleged injuries incurred during Xxx'x employment with the Company including any claims for rehabilitation; and (g) any other person matter or entity, including, without limitation, any government agency, and Employee expressly waives claim whatsoever between the right to any such damages or reinstatementParties (jointly "Claims"). This General Release does These releases do not include or release Company Releases or any claims that cannot lawfully be waived of them, from providing the benefits or released by Employeemaking the payments provided for in Paragraph 3 of this Agreement.

Appears in 1 contract

Samples: Severance and Consulting Agreement (Newhall Land & Farming Co /Ca/)

General Release. In consideration for the payments and benefits specified Except as expressly otherwise provided in this Section 6.2(a) or Section 6.2(b)2.4, as applicable Buyer shall rely solely upon Buyer’s own inspection of the Employment AgreementProperty and investigations in determining the Property’ physical condition and other matters relating to the Property. Effective upon Escrow Closing, Employee agrees to unconditionallyBuyer, irrevocablyfor itself, its affiliates, successors and assigns and subsequent owners of the Property, hereby waives, releases, remises, acquits and forever fully release, waive, and discharge the Bank discharges Sellers and the CompanySellers’ partners, members, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, respective officers, directors, managersshareholders, employeesbeneficiaries, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entitiespartners, affiliates, predecessorsagents, successorsemployees and attorneys, and assigns) their respective successors and assigns (collectively the “Released Seller Related Parties”) of and from and against any and all claims, actionsdamages, liens, suits, causes of action, suitslegal or administrative proceedings, fines, penalties, judgments, demands, contracts, agreements, obligations, lossescosts, compensationliabilities and losses and expenses (including, wageswithout limitation, penalties, liabilities, rights, reasonable attorneys’ fees) (collectively “Claims and damages of any kind or nature Liabilities”) whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen, which Employee ever had, Buyer now has or which Buyer may claim to have against in the future on account of or in any way arising out of or all of in connection with the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release AgreementProperty, including, without limitation, the known or unknown physical or environmental condition of the Property (including, without limitation, any claim contamination in, on, under or obligation arising from adjacent to the Property by any solid hazardous or in any way related to Employee’s employment with the Bank toxic substance, material or the Company, the termination of that employmentwaste or mold), or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal law, ordinance, rule or regulation applicable thereto, including, but not limited towithout limitation, Title VII of the Civil Rights Toxic Substances Control Act, the Age Discrimination in Employment Comprehensive Environmental Response, Compensation and Liability Act, and the Reconstruction Era Civil Rights Resource Conservation and Recovery Act. Buyer, for itself, its affiliates, successors and assigns and subsequent owners of the California Fair Employment Property, fully understands and Housing Act, expressly waives the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections benefits of Section 1542 of the California Civil Code, which readswith respect to the matters described in this Section 2.4; Section 1542 of the California Civil Code provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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 WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR.” This General Release covers not only any In this connection 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, except to the extent otherwise provided in this Section 2.4, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it also covers may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses and other Claims and Liabilities which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Sellers and the Seller Related Parties from any claim such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses and other Claims and Liabilities which might in any way be included as a material portion of the consideration given to Sellers by Buyer hereunder. Sellers have given Buyer material concessions regarding this transaction in exchange for damages or reinstatement asserted on Employee’s behalf by Buyer agreeing to the provisions of this Section 2.4. Sellers and Buyer have each initialed this Section 2.4 to further indicate their awareness and acceptance of each and every provision hereof; provided, however that failure of any party to initial this Section 2.4 below shall not invalidate this Section 2.4 nor any other person or entityprovision of this Agreement. Notwithstanding anything to the contrary in this Agreement, includingSellers shall be liable for any breach of its express representations and warranties in this Agreement and for Seller’s obligations, without limitationwhich by the express terms of this Agreement survive Escrow Closing, any government agency, subject to the express limitations and Employee expressly waives conditions set forth in this Agreement. SELLERS INITIALS BUYER INITIALS Building Seller: __________ Parking Lot Seller: This Section 2.4 shall survive the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeeEscrow Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bea Systems Inc)

General Release. In Reference is hereby made to the Separation Agreement And General Release by and between XXXXXX XXXXX (“Xxxxx”) and CANTEL MEDICAL CORP. (the “Company”) (the “Agreement”). Capitalized terms used but not defined herein are used herein as defined in the Agreement. Xxxxx 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. Xxxxx acknowledges and agrees that for and in consideration of the Severance Benefits provided for in the payments Agreement and benefits specified the other promises and valuable consideration set forth in Section 6.2(a) or Section 6.2(bthe Agreement, Xxxxx, 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 “Xxxxx Releasors”), as applicable hereby forever releases and discharges Cantel and any and all of the Employment AgreementCantel’s past, Employee agrees to unconditionallypresent and future parent entities, irrevocablysubsidiaries, divisions, affiliates or related business entities, assets, employee benefit and/or pension plans or funds, successors and assigns, and forever fully release, waive, and discharge the Bank and the Company, and each any and all of their and Cantel’s past, present, present and future parent companiesowners, subsidiariesdirectors, related entitiesofficers, affiliatesmembers, insurers, employees, attorneys, fiduciaries, agents, trustees, predecessors, successorssuccessors and assigns (collectively, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesCompany Releasees) ), from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages liabilities of any kind whatsoever (upon any legal or nature whatsoeverequitable theory, whether based on any federal, state or local constitution, statute, ordinance, regulation, common law, court decision or otherwise), whether known or unknown, foreseen asserted or unforeseenunasserted, which Employee any of the Xxxxx Releasors ever had, now has have, or hereafter may claim to have against any or all of the Released Parties for, upon or Company Releasees by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstancepolicy, cause or thing whatsoeverconduct, occurrence and/or other matter from the beginning of time the world up to and including the date of Employee’s execution of that Xxxxx signs this Release Agreement, including, without limitation, any claim or obligation arising from or General Release. Without in any way related to Employee’s employment with limiting the Bank or generality of the Companyforegoing, the termination of that employmentXxxxx Releasors so release and discharge the Company Releasees from, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, including but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.:

Appears in 1 contract

Samples: Separation Agreement and General Release (Cantel Medical Corp)

General Release. In As a material inducement to the Company and the Parent to enter into this Agreement and in consideration for of the payments to be made by the Company and benefits specified the Parent to the Executive in Section 6.2(a) or Section 6.2(b)accordance with Paragraph 2 above, as applicable the Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and assigns, and with full understanding of the Employment Agreementcontents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, Employee agrees to unconditionally, irrevocably, releases and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their past, presentthe Parent, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignstheir respective shareholders, officers, directors, supervisors, members, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entitiesentities of any kind or nature, affiliates, and its and their predecessors, successors, heirs, executors, administrators, and assigns) assigns (collectively collectively, the “Released Parties”) from and against any and all claims, actions, causes of action, grievances, suits, demandscharges, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages or complaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever hadand whether arising in tort, now has contract, statute, or may claim to have against equity, before any federal, state, local, or all private court, agency, arbitrator, mediator, or other entity, regardless of the Released Parties forrelief or remedy; provided, upon or by reason of any facthowever, matterand subject to Paragraph 4 below, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up Agreement is not intended to and including does not limit the date of EmployeeExecutive’s execution of this Release Agreement, including, without limitation, any claim right to file a charge or obligation arising from or participate in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach investigative proceeding of the Employment AgreementEEOC or another governmental agency. This General Release 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 claims under that certain Employment Agreement between the Executive and Spirit AeroSystems, Inc., with an effective date of April 6, 2013 (the “Employment Agreement”); any and all subject matter and claims arising from any alleged violation by the Released Parties under the ADEA; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for discrimination wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or violation any other claim, arising out of or involving his employment with the Company, the termination of his employment with the Company, or involving any other matter, including but not limited to the 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 statutesclaims, rulesrights, regulations demands, liabilities, action and causes of action which are unknown to the releasing or ordinancesdischarging party at the time of execution of the release and discharge. The Executive hereby expressly waives, whether federal, state or local, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction including, but not limited to, Title VII the State of the Civil Rights ActKansas. The foregoing notwithstanding, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only any and all claims by Employee against the Bank Company and the Company, Parent hereby acknowledge and agree that the other persons and entities released in this General Release, but, foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by applicable law, it also covers to indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and by‑laws and the terms of any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencyindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and Employee expressly waives to continued coverage under the right Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeetime.

Appears in 1 contract

Samples: Retirement and Consulting (Spirit AeroSystems Holdings, Inc.)

General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment AgreementPayment, Employee agrees to unconditionally, irrevocably, fully and forever fully release, waive, completely releases and discharge the Bank gives up any and all waivable claims and rights that Employee may have against the Company, and each and all of their past, present, and future parent companiesits parents, subsidiaries, related entities, and affiliates, predecessorsincluding but not limited to Greenlane Holdings, successorsInc. and Greenlane Holdings, assignsLLC (formerly known as Jxxxxx Holdings LLC), and each of their officers, directors, managers, employees, members, shareholders, ownersemployees, agents, representatives, consultants, fiduciaries, attorneys, insurers, reinsurersbenefit plans, plan administrators, joint venture partners, subsidiaries and affiliates, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents all of any such parent companies, subsidiaries, related entities, affiliates, their predecessors, successors, and assigns) assigns (collectively collectively, the “Released PartiesReleasees” or “Company Group) ). This Agreement applies to all waivable claims resulting from and against any and all claimsanything that has happened up through the date that Employee signs this Agreement, actions, causes including claims of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, now has is not aware and those not specifically mentioned in this Agreement. Employee understands that this Agreement does not waive rights or claims that may claim to have against any or all arise from events that occur after Employee signs this Agreement. Without limiting the generality of the Released Parties forforegoing, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee specifically releases all waivable claims relating to: (i) Employee’s execution employment by the Company, the terms and conditions of this Release such employment, the Employment Agreement, including, without limitation, any claim or obligation arising from or in any way employee benefits related to Employee’s employment with the Bank or the Company, the termination of that employmentEmployee’s employment with the Company, and/or any of the events relating directly or indirectly to or surrounding such termination; (ii) any and all claims of discrimination, harassment, whistleblowing or retaliation in employment (whether based on federal, state, or an alleged breach of local law, statutory or decisional), including without limitation, all claims under the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited toWorker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act (“EPA”), the Family and Medical Leave Act, the California Fair Employment and Housing Actas amended (“FMLA”), the California Labor CodeEmployee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of the Rehabilitation Act of 1973, the California Business Occupational Safety and Professions CodeHealth Act (“OSHA”), the California constitutionNational Labor Relations Act (“NLRA”), and or any claims at common state, or local discrimination, harassment, whistle blowing or retaliation law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” This General Release covers not only ; (iii) any and all claims by for damages of any kind whatsoever, including without limitation compensatory, punitive, treble, liquidated and/or consequential damages; (iv) any and all claims under any contract, whether express or implied, and all claims in equity; (v) any and all claims for unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any statutory or administrative rules, regulations or codes; and (vii) any and all claims for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. Employee represents that Employee knows of no claim that Employee has against the Bank and the Company, and Company or any of the other persons Releasees that is not released by this Paragraph 4. Employee understands and entities released in agrees that this General Release, but, Agreement is binding on Employee and on anyone who succeeds to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatementrights. This General Release does section shall not include apply to any claims that cannot lawfully be waived or released by Employeemay arise under Section 4 of this Agreement.

Appears in 1 contract

Samples: Separation and General Release Agreement (Greenlane Holdings, Inc.)

General Release. (a) Executive’s General Release and Waiver of Claims In consideration exchange for the payments and benefits specified consideration provided in Section 6.2(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees to unconditionallythe Executive and the Executive’s heirs, irrevocablyexecutors, representatives, administrators, agents, insurers, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever fully waive, release, waive, and discharge the Bank Employer and Employer Group, including the Company, and each and all of their past, present, and future parent companiesEmployer’s parents, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliatesdivisions, predecessors, successors, and assigns) , and each of its and their current or former respective officers, directors, executives, employees, agents, shareholders, employment benefit plans (collectively and the administrators and fiduciaries of such plans), attorneys 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 and against any and all claims, demands, actions, causes of actionactions, suitsjudgments, demandsrights, contractsfees, agreementsdamages, debts, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages expenses (inclusive of attorneys’ fees) of any kind or nature whatsoever, whether known or unknownunknown (collectively, foreseen “Claims”), that Releasors may have or unforeseen, which Employee have ever had, now has or may claim to have had against any or all of the Released Parties forParties, upon or any of them, arising out of, or in any way related to the Executive’s hire, benefits, employment, termination, or separation from employment with the Employer or Employer Group by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstanceconduct, cause occurrence, or thing whatsoever, other matter from the beginning of time up to and including the date of Employeethe Executive’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.:

Appears in 1 contract

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

General Release. In consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(bto be made under the Separation Agreement, dated as of November 4, 2016 (the “Separation Agreement”), as applicable of by and among Xxxxxxx Xxxxxxxxxxx (the Employment Agreement, Employee agrees to unconditionally, irrevocably“Executive”), and forever fully US LBM Holdings, LLC (the “Company”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, waiveremise, acquit and forever discharge the Bank and the Company, and each its subsidiaries and all of their pastaffiliates (collectively, presentthe “Company Affiliated Group”), the Xxxxx Persons (as defined in the Separation Agreement) and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, the present and former officers, directors, managersexecutives, agents, shareholders, members, attorneys, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member or a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release AgreementParty (an “Action”), including, without limitation, any claim or obligation arising from out of or in any way related to Employee’s employment connection with the Bank Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the Companypredecessors thereof), including (i) the termination of that employmentsuch service in any such capacity, (ii) for severance or an alleged vacation benefits, unsaid wages, salary or incentive payments, (iii) for breach of the Employment Agreement. This General Release specifically includescontract, but is not limited towrongful 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 laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any claim for discrimination or violation and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any statutes, rules, regulations or ordinances, whether federal, state or locallocal jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

Samples: Separation Agreement and Release (Us LBM Holdings, Inc.)

General Release. In consideration for of the payments and benefits specified consideration provided by AHA in Section 6.2(a) or Section 6.2(b)3 above, and as applicable of the Employment a material inducement to AHA to enter into this Agreement, Employee agrees to unconditionallyEmployee, irrevocablyon behalf of Employee, and forever fully releaseEmployee’s heirs, waiveestate, and discharge the Bank and the Companyexecutors, and each and all of their pastadministrators, presenttrustees, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, legal representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, successors and assigns) , does hereby irrevocably and unconditionally release, acquit and forever discharge each of the Releasees (collectively the “Released Parties”as defined below) from and against any and all claims, actions, causes of action, suits, demandsdebts, contractsadministrative or agency charges, dues, sums of money, claims, complaints, liabilities, obligations, agreements, obligationspromises, suits, damages, demands, judgments, costs, losses, compensation, wages, penalties, liabilities, rights, expenses and damages legal fees and expenses of any kind or nature whatsoever, whether known or unknown, foreseen suspected or unforeseenunsuspected, which Employee or Employee’s heirs, estate, executors, administrators, trustees, agents, representatives, attorneys, legal representatives, successors and assigns ever had, now has have or hereafter can, shall or may claim to have against each or any or all of the Released Parties for, upon or Releasees by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up the world to and including the date of Employee’s execution of this Release Agreement. This release shall include, includingbut not be limited to any and all rights or claims (i) arising out of, without limitation, any claim or obligation arising from which might be considered to arise out of or to be connected in any way related to to, Employee’s employment with the Bank AHA or any other Releasee or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether thereof; (ii) arising under federal, state or locallocal laws, includingregulations or requirements, including but not limited toto the Americans with Disabilities Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Family and Medical Leave Act, the Reconstruction Era Civil Rights Workers Adjustment Retraining and Notification Act, the California The Georgia Equal Employment for Persons with Disabilities Code, The Georgia Equal Pay Act, The Georgia Fair Employment and Housing Practices Act, The Georgia Workers' Compensation Law, and all rights and claims relating to whistleblower activity, or discrimination (on the California Labor Codebasis of sex, race, color, national origin, religion, disability or otherwise), wrongful termination, wrongful employment practices or relating to Employee’s employment with, or termination of employment from, AHA and; (iii) any claim of tort, contract, negligence, defamation, fraud, misrepresentation, breach of contract, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, assault, battery, duress, invasion of privacy, bad faith, conspiracy, vicarious liability, nonphysical injury, personal injury or sickness, or other harm; and (iv) any claim or rights arising out of Employee’s employment or offer letter. As used in this Agreement, the California Business term “Releasees” is a collective reference to AHA and Professions Codeits present, the California constitutionformer and future subsidiaries, affiliates, successors, assigns and employee benefit plans, and any claims at common laweach of their respective directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 Notwithstanding anything in this General Release, but, Agreement to the extent permitted by applicable lawcontrary, it also covers nothing in this Agreement shall be deemed to be a release of Employee’s vested rights, if any, under the AHA’s pension plan or any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives arising after the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeeffective date of this Agreement.

Appears in 1 contract

Samples: Severance Agreement and Mutual General Release

General Release. In consideration for of the payments and benefits specified in Section 6.2(ato be made under the Employment Agreement dated May 18, 2010, between Planet Beach Franchising Corporation (the “Company”) or Section 6.2(band Xxxxxxx X. Xxxxx (the “Executive”) (the “Employment Agreement”), as applicable the Executive, with the intention of binding the Employment AgreementExecutive and the Executive’s heirs, Employee agrees to unconditionallyexecutors, irrevocablyadministrators and assigns, does hereby release, remise, acquit and forever fully release, waive, and discharge the Bank and the Company, Company and each of its subsidiaries and all of affiliates (the “Company Affiliated Group”), their past, present, present and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managersexecutives, employees, membersagents, shareholders, owners, representatives, attorneys, insurers, reinsurers, employees and agents employee benefits plans (and the past, presentfiduciaries thereof), and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, the successors, predecessors and assigns) assigns of each of the foregoing (collectively collectively, the “Company Released Parties”) ), of and from and against any and all claims, actions, causes of action, suitscomplaints, charges, demands, contractsrights, agreementsdamages, debts, sums of money, accounts, financial obligations, lossessuits, compensationexpenses, wages, penalties, liabilities, rights, attorneys’ fees and damages liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether known accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, foreseen suspected or unforeseenunsuspected which the Executive, which Employee ever individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, now has owned or may claim to have held, against any Company Released Party (an “Action”) arising out of or all in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties forCompany Affiliated Group (or the predecessors thereof), upon including (i) the termination of such service in any such capacity, (ii) for severance or by reason 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 laws (including, without limitation, all 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 and all Actions arising under the civil rights laws of any factfederal, matter, injury, incident, circumstance, cause state or thing whatsoever, from the beginning of time up to and including the date of Employee’s execution of this Release Agreementlocal jurisdiction, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: “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.” 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 reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee.excepting only:

Appears in 1 contract

Samples: Employment Agreement (Planet Beach Franchising Corp)

General Release. In consideration for Executive acknowledges that the payments benefits described in this Agreement will constitute full settlement of all of his rights under the Agreement and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably. IN CONSIDERATION of the benefits set forth in this Agreement, and forever fully releasefor other good and valuable consideration, waivethe receipt and adequacy of which is hereby acknowledged, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, and discharge assigns, hereby releases and discharges Vishay Americas, the Bank Company and the Companyeach of their respective past, present and future subsidiaries, divisions, affiliates and parents, and each their respective current and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, former officers, directors, managers, employees, membersagents, shareholders, owners, representativesemployee benefit plans (and the administrator(s) and fiduciaries of such plans), attorneys, insurers, reinsurersand/or owners, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, 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 the aforementioned persons or entities (collectively the “Released Parties”) from and against any and all claims, actions, manner of actions and causes of action, suits, demandsdebts, dues, accounts, bonds, covenants, contracts, agreements, obligationsjudgments, lossescharges, compensationclaims, wagesattorney’s fees, penaltiescosts, liabilities, rightsexpenses, and damages of any kind or nature whatsoeverdemands whatsoever (“Claims”) which Executive and Executive’s heirs, whether known or unknownexecutors, foreseen or unforeseenadministrators, which Employee ever and assigns have, had, now has or may claim to hereafter have against any or all of the Released Parties for, upon or any of them arising out of or by reason of any factcause, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up the world to and including the date of Employee’s execution of hereof (the “General Release”). The Claims covered by this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach of the Employment Agreement. This General Release specifically includesinclude, but is are not limited to, all Claims relating to or arising out of Executive’s employment by the Company. The Claims covered by this General Release also include, but are not limited to any claim for discrimination and all Claims arising under any employment-related federal, state, or violation of local statute, rule, or regulation, any statutes, rules, regulations or ordinances, whether federal, state or locallocal anti-discrimination law, includingor any principle of tort, contract law or common law, including but not limited to, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights ActAct of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act, the Reconstruction Era Civil Rights Equal Pay Act of 1963, as amended, § 29 U.S.C. 206(d); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., 42 U.S.C. § 1981, the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §§ 200ff et seq., the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the California Connecticut Fair Employment and Housing Practices Act, the California Labor CodeCT Gen. Stat. § 46a-51 et seq., the California Business and Professions CodeConnecticut Whistleblower Law, CT Gen. Stat. § 31-51m, the California constitutionConnecticut Free Speech Law, CT Gen. Stat. § 31-51q, and any other federal, state, or local statute; provided, however, that Executive does not release or discharge the Released Parties from any of the Company Group’s obligations to Executive under or pursuant to (i) Sections 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 terms and conditions of those plans, or (iii) claims at common for indemnification under the 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 an admission on behalf of the Released Parties of any wrongdoing with respect to Executive, 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. Employee further 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 benefit of advice of legal counsel, and that Executive knowingly and willingly agrees voluntarily, of Executive’s own free will, without any 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 waive the provisions and protections of Section 1542 be filed or initiated on Executive’s behalf, any lawsuit against any of the California Civil CodeReleased Parties before any federal, which reads: “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 RELEASEstate, AND THAT IF KNOWN BY HIM OR HERor local agency, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only court, or other body asserting any and all claims by Employee against the Bank and the Company, and the other persons and entities Claims barred or released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agencyand will not voluntarily participate in such a proceeding. If Executive breaches this promise, and Employee expressly waives the right action is found to any such damages be barred in whole or reinstatementin part by this General Release, Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Released Party in defending against those Claims that are found to be barred by this General Release. This Notwithstanding the foregoing, nothing in this General Release does not include any claims shall preclude or prevent Executive from filing a lawsuit which challenges the validity of 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 Agreement containing this General Release. Upon Executive’s execution of the Agreement, Executive will have seven (7) days after such execution during which Executive may revoke such execution. In order for a revocation of the Agreement 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, this Agreement, including the General Release contained herein, shall become binding and effective. Executive understands that cannot lawfully be waived or released by Employeethe benefits provided under this Agreement are conditioned on this General Release and the Subsequent Release becoming binding and effective.

Appears in 1 contract

Samples: Transition Agreement (Vishay Intertechnology Inc)

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