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: 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 5 contracts
Sources: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)
General Release. In (a) For and in consideration for of the payments to be made and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the promises set forth under this Agreement and the Employment Agreement, Employee agrees I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to unconditionallyas "Releasors"), irrevocably, and hereby forever fully release, waive, waive and discharge the Bank and the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and each assigns, and all of its or their past, present, and present and/or future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directorstrustees, managersagents, members, partners, counsel, employees, membersfiduciaries, shareholdersadministrators, 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, representatives and assigns) , whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively the “Released Parties”) referred to as "Releasees"), from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, fees and damages liabilities of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee Releasors ever had, now has have, or hereafter may claim to have against any or all of the Released Parties for, upon or Releasees by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstancepolicy, cause procedure, conduct, occurrence, or thing whatsoever, from the beginning of time other matter up to and including the date of Employee’s my execution of this Release AgreementSettlement, includingWaiver and General Release, without limitationin connection with, any claim or obligation arising from or in any way related to Employee’s employment or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Bank Company.
(b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or the Companyunknown, the termination of that employmentwhich Releasors ever had, now have, or an alleged breach of may hereafter claim to have against 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, Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Age Discrimination in Employment Americans with Disabilities Act, the Reconstruction Era Civil Rights Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the California Fair Employment Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and Housing Actthe Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the California Labor Code, terms and conditions of such employment the California Business and Professions Code, the California constitution, and termination of such employment 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 Codeevents relating directly or indirectly to or surrounding the termination of such employment, which reads: This General Release covers including, but not only any limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; 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 (iv) any claim for damages attorney's fees, costs, disbursements and the like.
(c) Except as provided herein, I agree that I will not from any source or reinstatement asserted on Employee’s behalf proceeding, seek or accept any award or settlement with respect to any claim or right covered by any other person Section 3(a) or entity(b) above, including, without limitation, any government source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and Employee expressly waives including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA.
(d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any such damages tax-qualified pens▇▇▇ plan or reinstatement. This claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment.
(e) I acknowledge and agree that this Settlement, Waiver and General Release does constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not include any claims that cannot lawfully be waived become effective or released by Employeeenforceable until such revocation period has expired.
Appears in 5 contracts
Sources: Employment Agreement (Resortquest International Inc), Employment Agreement (Resortquest International Inc), Employment Agreement (Resortquest International Inc)
General Release. 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 the “Releasees” hereunder, consisting of Corphousing Group Inc. (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, and each and all of their past, present, and future parent companies, its subsidiaries, related entitiesparents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, directors, managers, employees, membersExecutives, 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 any Claims in any way arising out of, based upon, or related to the employment or termination from employment of Employee’s execution the undersigned by the Releasees, or any of this Release Agreementthem, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or obligation arising from other benefits; any claim for monetary or in any way related equitable relief, including but not limited to Employee’s employment with the Bank or the Companyattorneys’ fees, the termination of that employmentcosts, disbursements, back pay, front pay, reinstatement, or an expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the Employment Agreement. This General Release specifically includesemployment of the undersigned; any claims under federal, but is not limited tostate, or local occupational safety and health laws or regulations, all as amended; and any claim for discrimination or alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local, local statute or ordinance including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination in In Employment ActAct (including the Older Workers Benefit Protection Act of 1990), the Reconstruction Era Civil Rights Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions CodeCode § 17200 or any other provisions of the California unfair trade or business practices laws, the California constitutionOccupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections undersigned may have for breach of Section 1542 any of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers Equity Agreements; (iii) any claim for damages or reinstatement asserted on Employee’s behalf right that may not be released by any other person or entityprivate agreement, including, including without limitation, any government agencyclaim for unemployment insurance benefits, any workers’ compensation claim and Employee expressly waives any claim for indemnification under California Labor Code Sections 2800 or 2802, the Company and/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (iv) any rights the undersigned may have to be indemnified by the Company or any of its affiliates by operation of law or pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any such damages or reinstatementamount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. This General Release does not include any claims that cannot lawfully be waived or released by Employee.THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 5 contracts
Sources: Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.)
General Release. In consideration for the payments Executive, on behalf of Executive and benefits specified in Section 6.2(a) or Section 6.2(b)Executive’s heirs, as applicable of the Employment Agreementexecutors, Employee agrees to administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably, irrevocably and absolutely releases and forever fully releasedischarges the Company and its past, waivepresent and future parents, affiliates, subsidiaries, portfolio companies and discharge the Bank and the Companyinvestments, and each and all of their pastpredecessors, presentsuccessors and assigns, and future parent companieseach of their respective officers, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officersemployees, directors, managers, employees, members, shareholders, owners, representativesagents, attorneys, insurers, reinsurersbenefit plans, benefit plan administrators, 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 Parties”) from and against any and all claims, actions, actions and causes of action, suitsrights, obligations, demands, contractsdebts, agreementspromises, obligations, losses, compensation, wages, penaltiesdamages, liabilities, rightssuits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and damages any other damages, claims for costs and attorneys’ fees, losses or liabilities of any kind or nature whatsoeverwhatsoever in law and in equity and any other liabilities, whether in each case, 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 “Claims”) (i) arising on or thing whatsoever, from the beginning of time up prior to and including the date of Employee’s execution of upon which Executive signs this Release Agreement, including, without limitation, any claim or obligation Agreement and (ii) arising from or in any way related to EmployeeExecutive’s employment with the Bank or the Company, the termination of employment with any of the Released Parties, in each case, that employmentExecutive ever had, now has, or an alleged breach of may hereafter have against any Released Party (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“Released Claims”), including, but not limited to, Title VII of (x) any Claims under the Civil Rights Act, the Federal 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 constitutionas amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims at common made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Employee Executive further knowingly and willingly agrees that any payments to waive be provided by the provisions and protections Company pursuant to this Agreement will be in full satisfaction of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by Employee against any of the Bank and Released Parties. Notwithstanding the Companyforegoing, and the other persons and entities released nothing in this General ReleaseAgreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, butstate, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to the extent permitted by a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so 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 does not include any claims that cannot lawfully be waived or released by Employee.
Appears in 5 contracts
Sources: Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.)
General Release. In consideration Executive, for the payments himself and benefits specified in Section 6.2(a) or Section 6.2(b)for his heirs, as applicable of the Employment Agreementexecutors, Employee agrees to unconditionallyadministrators, irrevocablysuccessors, and forever fully releaseassigns, does hereby irrevocably and unconditionally waive, release and discharge the Bank and the forever discharge, Company, its past and each and all of their past, present, and future parent companiespresent 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 its and their respective current and former employees, officers, directors and agents (collectively collectively, the “Released Parties”) ), from and against any and all past or present claims, actionsdemands, causes of action, suitslawsuits, demands, contracts, agreementsgrievances, obligations, lossesdamages, compensationexpenses, wages, penalties, liabilities, rightsattorneys’ fees, and damages liabilities of any whatever kind or nature whatsoevernature, whether known or unknown, foreseen or unforeseenunknown (all hereinafter referred to as “Claims”), which Employee he ever had, now has has, or may hereafter claim to have had, against any or all of the Released Parties foror any of them based on any events, upon facts or circumstances arising at any time on or before the date of this Agreement, including but not limited to claims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, officers, directors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, as applicable, or otherwise made by reason of the fact that any factsuch individual is or was an employee, matterofficer, injury, incident, circumstance, cause director or thing whatsoever, from the beginning agent 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, or is or was serving at the termination request of Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the “Claim Limitation Caveat”). Executive agrees that employment, or an alleged breach this general release of the Employment Agreement. This General Release specifically Claims includes, but is not limited to, any claim for (a) claims of race, age, gender, sexual orientation, religious or national origin discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, other legally protected status under Title VII of the Civil Rights ActAct of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); and under any other federal, state or local laws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Reconstruction Era Civil Rights Worker Adjustment and Retraining Notification Act (“WARN”); the California WARN Act, ; the California Fair Employment and Housing Act, ; the California Labor Code; the California Family Rights Act, the California Business Industrial Welfare Commission Wage Orders; the California Constitution; and Professions the California Government Code, as well as any amendments to those laws; (c) claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, handbooks, or any covenant of good faith and fair dealing; (g) claims for promissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other benefits; (j) claims based on any public policy violation or on any tort, such as invasion of privacy, sexual harassment, defamation, fraud, misrepresentation and/or infliction of emotional distress; and (k) claims relating to Executive’s service as a director on the California constitution, Board of Directors or actions taken by the directors on the Board of Directors or any of them as directors. Execution of this Agreement by Executive operates as a complete bar 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: This General Release covers not only defense against any and all claims Claims that may be made by Employee Executive against the Bank Released Parties or any of them, subject to the Claim Limitation Caveat. Executive expressly understands that among the various claims and rights being waived by Executive in this Agreement are those arising under the CompanyADEA, and in that regard Executive specifically acknowledges that Executive has read and understands the other persons and entities released in provisions of Section 9 below before signing 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 4 contracts
Sources: Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc)
General Release. In consideration for As a material inducement to the payments Company to enter into this Agreement and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of to provide the Employment AgreementSeverance Payment, Employee agrees to unconditionallyhereby irrevocably and unconditionally releases, irrevocably, waives and forever fully release, waive, and discharge discharges the Bank and the Company, Company and each and all of their pastthe Company’s owners, present, and future parent companies, subsidiaries, related entities, affiliatesstockholders, predecessors, successors, assigns, officersagents, directors, managersofficers, employees, members, shareholders, ownersformer employees, representatives, attorneys, accountants, benefit plans, insurers, reinsurersparent companies, and agents divisions, subsidiaries, affiliates (and the pastowners, presentstockholders, and future officerspredecessors, successors, assigns, agents, directors, managersofficers, employees, members, shareholders, owners, representatives, attorneys, insurersaccountants, reinsurers, benefit plans and agents insurers of any such parent companies, subsidiariesdivisions, related entitiessubsidiaries and affiliates) and all persons acting by, affiliatesthrough, predecessors, successors, and assigns) or under or in concert with any of them (collectively the “Released PartiesReleasees”) from and against any and all individual, class, and/or representative claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, complaints and damages liabilities (including but not limited to attorney’s fees) of any kind or nature whatsoever, whether now known or unknown, foreseen suspected or unforeseenclaimed, which Employee ever had, now has or may claim to have against any Releasee relating to or all of the Released Parties for, upon or by reason arising out of any fact, matter, injury, incident, circumstance, cause matter or thing whatsoever, from the beginning of time up which occurred on or prior to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim and all individual, class, and/or representative claims arising out of or obligation arising from or in any way related relating to Employee’s employment with the Bank Company and/or Employee’s employment separation. The released, waived, and discharged claims also include, but are not limited to individual, class and/or representative claims of any kind for unfair competition, wrongful discharge, constructive discharge, defamation, invasion of privacy, infliction of emotional distress, misrepresentation or fraudulent inducement, breach of any express or implied contract, claims arising under any Company handbook, manual, policy, or practice, any other claims for severance pay, attorney’s fees and costs, expenses, bonuses, back pay, future wage loss, and front pay, claims for wages, overtime, compensation, commissions, bonuses, or pay of any kind purportedly due to Employee for work performed during any and all periods of time prior to the Companydate of this Agreement, as well as all associated liquidated damages, premiums, penalties, and interest, whether such claims are known or unknown, under any theory of law, including state law and federal law, claims for benefits under any employee benefit plan or program, claims for a breach of an implied covenant of good faith and fair dealing, claims for interference with contract, negligence, or claims under any other federal, state, municipal, or local insurance, human rights, civil rights, wage-hour, pension, or labor laws, rules or regulations, public policy, contract or tort laws, or any claim of retaliation under such laws, or any claim arising under common law, or under the constitution or any amendments thereto, or any other claim which could be asserted against the Releasee(s) or which arise out of the Employee’s employment relationship with the Company 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 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: 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 Employeeemployment relationship.
Appears in 3 contracts
Sources: General Release (OP Bancorp), Employment Agreement (OP Bancorp), Employment Agreement (OP Bancorp)
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 , 2008, 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 excepting only:
(a) rights of the California Civil CodeExecutive under this Waiver and Release of Claims and under the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, which reads: This General Release covers not only (ii) under the by-laws or certificate of incorporation of any Corporation Released Party or (iii) as an insured under any director’s and all officer’s liability insurance policy now or previously in force;
(e) claims by Employee against (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Bank Corporation Affiliated Group and (ii) for earned but unused vacation pay through the Company, and date of termination in accordance with applicable policy of the other persons and entities released in this General Release, but, Corporation Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the extent permitted by date of termination pursuant to 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 policy 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 EmployeeCorporation Affiliated Group.
Appears in 3 contracts
Sources: Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp)
General Release. (a) I acknowledge that my employment with Novanta Inc. (f/k/a GSI Group Inc.) (the “Company”) and all subsidiaries and affiliates thereof terminated on . I further acknowledge that the Company delivered this Release of Claims (the “Release”) to me on .
(b) In consideration exchange for the payments and benefits specified described in Section 6.2(a) or Section 6.2(bthat certain Employment Agreement by and between the Company and me (the “Employment Agreement”), as applicable which I agree I am not otherwise entitled to receive absent execution and non-revocation of the Employment AgreementRelease, Employee agrees I and my representatives, agents, estate, heirs, successors and assigns (“Releasors”) voluntarily agree to unconditionally, irrevocably, and forever fully release, waive, release and discharge the Bank Company and the Companyits parents, and each and all of their past, present, and future parent companiesaffiliates, subsidiaries, related entities, affiliates, predecessors, successors, assigns, plan sponsors and plan fiduciaries (and the current and former trustees, 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 companieseach of the foregoing, subsidiariesall both individually, related entities, affiliates, predecessors, successors, in their capacity acting on the Company’s behalf and assignsin their official capacities) (collectively the “Released PartiesReleasees”) generally from and against any and all claims, demands, actions, causes of action, suits, demandsdamages, contractsdebts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, judgments and damages liabilities of any kind or nature whatsoeverevery name and nature, whether existing or contingent, known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever hadin law or in equity in connection with my employment by or termination of employment with the Company, now has or may claim any of my dealings, transactions or events involving the Releasees, arising on or before the date of this Release. This Release is intended by me to have against any or be all of the Released Parties for, upon or by reason encompassing and to act as a full and total release of any fact, matter, injury, incident, circumstance, cause claims that the Releasors may have or thing whatsoever, have had against the Releasees from the beginning of time up to and including the date of Employeethis Release, including but not limited to all claims in contract (whether written or oral, express or implied), tort, equity and common law; any claims for wrongful discharge, breach of contract, or breach of the obligation of good faith and fair dealing; and/or any claims under any local, state or federal constitution, statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or disability, veteran status or any military service or application for military service or any other category protected by law (including, without limitation, claims under the Massachusetts Fair Employment Practices Act (Mass. Gen. Laws ch. 151B, §§1-10) and the Massachusetts Wage Act (Mass. Gen. Laws ch. 149, §§ 148-150)); and any federal, state or local law or regulation concerning securities, stock, stock options or restricted or performance stock units. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or attorney’s execution fees. I also agree not to commence or cooperate in the prosecution or investigation of any lawsuit, administrative action or other claim or complaint against the Releasees, except as required by law.
(c) By this Release AgreementRelease, I not only release and discharge the Releasees from any and all claims as stated above that the Releasors could make on my own behalf or on the behalf of others, but also those claims that might be made by any other person or organization on my behalf and I specifically waive any right to recover any damage awards as a member of any class in a case in which any claims against the Releasees are made involving any matters arising out of my employment by or termination of employment with the Company, or any of my dealings, transactions or events involving the Releasees
(d) I agree that, except for any payments or benefits set forth in Section 5 of the Employment Agreement that have not yet been paid, as applicable, the payments and benefits the Company previously provided to me are complete payment, settlement, accord and satisfaction with respect to all obligations and liabilities of the Releasees to the Releasors, and with respect to all claims, causes of action and damages that could be asserted by the Releasors against the Releasees regarding my employment or termination of employment with the Company, or any of my dealings, transactions or events involving the Releasees, including, without limitation, all claims for wages, salary, commissions, draws, car allowances, incentive pay, bonuses, business expenses, vacation, stock, stock options, restricted or performance stock units, severance pay, attorneys’ fees, compensatory damages, exemplary damages, or other compensation, benefits, costs or sums. Notwithstanding anything in this Release to the contrary, this Release shall not affect and I do not waive: (i) rights to indemnification I may have under: (A) applicable law, (B) any claim charter document or obligation arising bylaws, (C) any agreement between me and the Company or any other Releasee, (D) as an insured under any directors’ and officers’ liability insurance policy now or previously in force, (ii) any right I may have to obtain contribution in the event of the entry of judgment against me as a result of any act or failure act for which both I and any Releasee are jointly responsible; and (iii) my rights to vested benefits and payments under any stock options, restricted or performance stock units or other incentive plans or any agreements relating thereto or under any retirement plan, welfare benefit plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with the terms and provisions thereof, or my rights as a stockholder or equity holder of the Company.
(e) I understand and agree that this Release will be binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Releasees.
(f) I acknowledge and agree that if any provision of this Release is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this Release shall continue in full force and effect.
(g) This Release is deemed made and entered into in the Commonwealth of Massachusetts, and in all respects shall be interpreted, enforced and governed under the internal laws of the Commonwealth of Massachusetts, to the extent not preempted by federal law.
(h) Notwithstanding the comprehensive release of claims set forth in the preceding paragraphs of this Section 1, nothing in this Release shall bar or prohibit me from contacting, seeking assistance from or participating in any way related to Employee’s employment with the Bank proceeding before any federal 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: 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, administrative agency to the extent permitted by applicable federal, state and/or local law. However, it also covers I nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in 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 Employeeagency proceeding in which I do so participate.
Appears in 3 contracts
Sources: Employment Agreement (Novanta Inc), Employment Agreement (Novanta Inc), Employment Agreement (Novanta Inc)
General Release. In consideration for the payments The Employee, on his own behalf and benefits specified in Section 6.2(a) on behalf of his spouse, child or Section 6.2(bchildren (if any), as applicable of heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the Employment Agreement“Releasors”), Employee agrees to unconditionallyhereby releases and discharges forever Funko, irrevocablyInc., and forever fully release, waive, and discharge the Bank and the Companyits affiliates, and each and all of their respective past, presentpresent or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future parent companiesdirectors, subsidiariesofficers, related entitiesemployees, affiliatestrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors, successors and assigns, officersand all Persons acting by, directorsthrough, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents under or in concert with them (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 Parties”) ), from and against any and all liabilities, claims, actionsdemands, liens, causes of action, charges, suits, demandscomplaints, grievances, contracts, agreements, promises, obligations, costs, losses, compensationdamages, wagesinjuries, penaltiesattorneys’ fees and other legal responsibilities (collectively referred to as “Claims”), liabilitiesof any form whatsoever (whether or not relating to Employee's employment with the Company), rightsincluding, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and damages any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any kind other federal, state or nature whatsoeverlocal statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, foreseen or unforeseen, which unanticipated, unsuspected or latent, that the Employee ever hador any of the Releasors now possess or have a right to, now has or have at any time heretofore owned or held, or may claim at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to have against the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) the Employment Agreement; (b) the Employee’s employment or other relationship with any or all of the Released Parties for, upon or by reason the termination thereof; and (c) the Employee’s status as a holder of securities 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 AgreementReleased Parties. This General Release specifically includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim for discrimination contracts of employment, whether express or violation implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any statutesnature. This Release is for any relief, rulesno matter how denominated, regulations or ordinances, whether federal, state or local, including, including but not limited toto wages, Title VII of the Civil Rights Actback pay, the Age Discrimination in Employment Actfront pay, the Reconstruction Era Civil Rights Actbenefits, the California Fair Employment compensatory, liquidated or punitive damages and Housing Act, the California Labor Code, the California Business attorneys’ fees. The Employee acknowledges 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: 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 reaffirms Employee’s behalf by any other person or entityobligations under the Employment Agreement with the Company dated October 20, including2017, without limitationa signed copy of which is attached hereto as Exhibit A, any government agency, including but not limited to Sections 5 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 Employee6 thereof.
Appears in 3 contracts
Sources: Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.)
General Release. In consideration for of the payments to be made hereunder and benefits specified in Section 6.2(a) having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or Section 6.2(b)claimed, as applicable of the Employment Agreementor may be entitled to claim, Employee agrees to unconditionallyExecutive, irrevocablyfor himself, and forever fully his heirs, executors, administrators, successors and assigns, does hereby release, waiveforever discharge and promise not to ▇▇▇ Employer, 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, successors and assigns, and its past and present officers, directors, managerspartners, employees, members, managers, shareholders, owners, representativesagents, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneysaccountants, insurers, reinsurersheirs, and agents of any such parent companiesadministrators, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) executors (collectively the “Released Parties”) from and against any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions, causes known and unknown, of actionevery kind and nature whatsoever in law or equity, suitswhich Executive had, demandsnow has, contractsor may have against the Released Parties relating in any way to Executive’s employment with Employer or termination thereof, agreementsincluding but not limited to, obligationsall claims for contract damages, lossestort damages, compensationspecial, wagesgeneral, penaltiesdirect, liabilitiespunitive and consequential damages, rightscompensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature whatsoevernature; all contracts, whether known oral or unknownwritten, foreseen or unforeseen, which Employee ever had, now has or may claim to have against between Executive and any or all of the Released Parties forexcept as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Released Parties, upon as well as anything done or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up not done prior to and including the date of Employee’s execution of this Release Agreement. Nothing in this Agreement shall be construed to release Employer from any obligations set forth in this Agreement. Executive understands and agrees that this release and covenant not to ▇▇▇ shall apply to any and all claims or liabilities arising out of or relating to Executive’s employment with Employer and the termination of such employment, including, 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: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether other grounds under applicable federal, state or locallocal law, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; and Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Civil Rights Act of 1991; 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Reconstruction Era Civil Rights ActConsolidated Omnibus Budget Reconciliation Act of 1985 as amended, the California Fair Employment and Housing ActRehabilitation Act of 1973, the California Labor CodeEqual Pay Act of 1963 (EPA) as well as any claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, the California Business and Professions Codecontract or tort laws; claims arising under any other federal law, the California constitutionstate law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims at common lawrelated to or arising out of his employment or the separation of his employment with Employer. Employee further knowingly and willingly In addition, Executive agrees not to waive the provisions and protections of Section 1542 cause or encourage any legal proceeding to be maintained or instituted against any of the California Civil CodeReleased Parties. This release does not apply to any claims for unemployment compensation or any other claims or rights which, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entitycannot be waived, including, without limitation, any government agency, and Employee expressly waives including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however that Executive disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such damages charge or reinstatement. This General Release does not include any claims that cannot lawfully be waived investigation or released by Employeeproceeding.
Appears in 3 contracts
Sources: Executive Change of Control Severance Agreement (Civeo Corp), Executive Agreement (Civeo Corp), Executive Agreement (Civeo Corp)
General Release. In consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(bunder this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the Executive does hereby release, remise, acquit and forever discharge the Company and each of its Affiliates (the “Company Affiliated Group”), and in their capacity as applicable of the Employment Agreementsuch, Employee agrees to unconditionally, irrevocably, their present 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, 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 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 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 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 Executive 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 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, the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment Florida Law Against Discrimination 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: This General Release covers not only any and all claims under any whistleblower laws or whistleblower provisions of other laws excepting only:
(i) rights of the Executive under this Agreement;
(ii) rights of the Executive relating to equity awards held by Employee against the Bank Executive as of the Termination Date;
(iii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(iv) claims (A) for benefits under any health, disability, retirement, deferred compensation, life insurance or other similar employee benefit plan or arrangement of the Company Affiliated Group and (B) for earned but unused vacation pay through the Company, and Termination Date in accordance with applicable Company policy; and
(v) claims for the other persons and entities released in this General Release, but, reimbursement of unreimbursed business expenses incurred prior to the extent permitted by Termination Date pursuant to 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 EmployeeCompany policy.
Appears in 3 contracts
Sources: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)
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 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 s▇▇ 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, : · any claim and all claims relating to or obligation arising from or in any way related to Employee’s my employment relationship with the Bank or the Company, Company and the termination of that either such relationship; · 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; · 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, and the Reconstruction Era Civil Rights National Labor Relations Act, as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to discrimination in employment or human rights and the 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: This General Release covers not only ; · any and all claims by Employee against the Bank and the Companyfor salary, and the other persons and entities released in this General Releasebonus, butseverance pay, to the extent permitted by applicable lawpension, it also covers any claim for damages paid time off pay, life insurance, health or reinstatement asserted on Employee’s behalf by medical insurance, or any other person fringe benefits, other than the payments and benefits provided for in the Agreement; · any and all claims arising out of any other laws and regulations relating to employment or entity, including, without limitation, employment discrimination; and · any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any all claims that cannot lawfully be waived or released by Employeefor attorneys' fees and costs.
Appears in 3 contracts
Sources: Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc)
General Release. In consideration for The Executive, on behalf of himself and anyone claiming through him, hereby agrees not to s▇▇ 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 other 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, 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 date of Employee’s execution of on which this Release AgreementAgreement is executed, 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, 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, the California Fair Employment and Housing ActChicago or C▇▇▇ County Human Rights Ordinance 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 Labor CodeCompany from, 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 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: 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 3 contracts
Sources: Retirement Agreement (Technology Solutions Company), Retirement Agreement (Technology Solutions Company), Separation Agreement (Technology Solutions Company)
General Release. In consideration for the payments (a) Employee, on behalf of himself and benefits specified in Section 6.2(a) or Section 6.2(b)his heirs, as applicable of the Employment Agreementexecutors, Employee agrees to unconditionallyadministrators, irrevocablysuccessors and assigns, does hereby irrevocably and unconditionally release, acquit and forever fully releasedischarge Longs Corporation, waiveLongs California, and discharge the Bank and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, respective affiliates, predecessorsstockholders, directors, officers, employees, representatives, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, agents 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”) attorneys 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 whatever kind or nature whatsoevernature, whether known or unknown, foreseen suspected or unforeseenunsuspected, joint or several (“Claims”), which Employee ever had, now has had or may hereafter claim to have had, against any such persons or all of the Released Parties for, upon or entities by reason of any fact, matter, injuryact, incident, circumstanceomission, cause or thing whatsoever, from the beginning of time event whatever that has occurred up to and including the date Effective Date other than those obligations set forth in this Agreement. This release and waiver of Employee’s execution Claims specifically includes, without limitation: (i) all Claims arising from or relating in any way to any act or failure to act by any employee, officer or director of this Release AgreementLongs, including(ii) all Claims arising from or relating in any way to the employment relationship of Employee with Longs and/or the termination thereof, including any Claims which have been asserted or could have been asserted against Longs, and (iii) any and all Claims which might have been asserted by Employee in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the Effective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of right(s), including without limitation, any claim or obligation arising from or under (as amended) the Age Discrimination in any way related to Employee’s employment with the Bank or the Company, the termination Employment Act 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 to1967, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code, any other federal, state or local statute or law governing employment or the California Business and Professions Code, the California constitutiontermination of employment, and any claims Claim in contract or tort.
(b) For the purpose of implementing a full and complete release and discharge, Employee expressly acknowledges that this Agreement with the general release set forth in this Section 11 is intended to include in its effect, without limitation, all Claims which Employee does not know or suspect to exist in his favor at common lawthe time of execution of this Agreement, and that this Agreement and such general releases contemplate the extinguishment of all such Claims. Employee further knowingly expressly waives and willingly agrees to waive the provisions relinquishes all rights and protections of benefits he may have under Section 1542 of the California Civil CodeCode which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or 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 IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Appears in 2 contracts
Sources: Separation Agreement (Longs Drug Stores Corp), Separation Agreement (Longs Drug Stores Corp)
General Release. In (a) For and in consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreementgrant of the Incentive Units hereunder, Employee agrees to unconditionallythe Participant hereby releases, irrevocablyacquits, and forever fully releasedischarges the Company and its Affiliates, waiveparents, subsidiaries, partners, joint venturers, owners, and discharge the Bank and the Companymembers, 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, reinsurersand agents, and agents all successors and assigns thereof (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 each a “Released PartiesParty”) ), 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 nature whatsoever, known or unknown, which the Participant now has, had, or may hereafter claim to have had against the Company or any other Released Party, of any kind or nature whatsoever, whether known or unknownarising from any act, foreseen or unforeseenomission, 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 facttransaction, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time event which has occurred or is alleged to have occurred up to and including the date of Employee’s execution of this Release the Participant executes the applicable Grant Agreement.
(b) The claims knowingly and voluntarily released herein include, includingbut are not limited to, without limitation, any claim or obligation arising from or all (i) claims relating in any way related to Employeethe Participant’s employment with the Bank Company 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 ordinancesAffiliate, whether federalsuch claims are now known or are later discovered, state or local, including, but not limited toincluding claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Family and Medical Leave Act, the Reconstruction Era Civil Rights Act, the California Fair Employment Labor Standards Act or other federal or state wage 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: This General Release covers not only any and all claims by Employee against the Bank and the Companyhour laws, and the Employee Retirement Income Security Act of 1974, as amended, (ii) claims for breach of contract or infliction of emotional distress, (iii) claims under any other persons federal or state law pertaining to employment or employment benefits, (iv) claims relating to any rights to acquire Class A Units or Incentive Units or other Membership Interests in the Company or options to acquire same, and entities released (v) any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in this General ReleaseAgreement shall be interpreted to release any claims which the Participant may have for workers compensation benefits. The Participant acknowledges that this Agreement may be pled as a complete defense and shall constitute a full and final bar to any claim based on any such act, butomission, transaction, matter, or event which has occurred or is alleged to have occurred up to the extent permitted by applicable lawdate the Participant executes this Agreement.
(c) The Participant acknowledges that the Participant has read and understands this Agreement, 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 agencythat the Participant has been provided a period of twenty-one (21) calendar days to consider its terms, and Employee expressly waives that the right Participant has been advised in writing to any such damages discuss its terms with an attorney or reinstatementother advisor before executing it. This Agreement will not become effective and enforceable until seven (7) days after the Participant executes it. The Participant further understands that the Participant may revoke this Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to ▇▇▇▇▇ ▇▇▇, General Release does Counsel. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not include a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, the Participant understands and agrees that, if the Participant fails to sign this Agreement on or before the expiration of twenty-one (21) days after the day the Participant received it, or if the Participant revokes the Agreement before the expiration of the revocation period, this Agreement shall be canceled and void, and neither party shall have any claims that canrights or obligations arising under it, and the Participant will not lawfully be waived entitled to receive any payments or released by Employeebenefits under this Agreement not otherwise payable absent this Agreement.
Appears in 2 contracts
Sources: Incentive Units Grant Agreement (GreenSky, Inc.), Incentive Units Grant Agreement (GreenSky, Inc.)
General Release. In consideration for the payments The Employee, on his own behalf and benefits specified in Section 6.2(a) on behalf of his spouse, child or Section 6.2(bchildren (if any), as applicable of heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the Employment Agreement“Releasors”), Employee agrees to unconditionallyhereby releases and discharges forever Funko, irrevocablyInc., and forever fully release, waive, and discharge the Bank and the Companyits affiliates, and each and all of their respective past, presentpresent or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future parent companiesdirectors, subsidiariesofficers, related entitiesemployees, affiliatestrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors, successors and assigns, officersand all Persons acting by, directorsthrough, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents under or in concert with them (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 Parties”) ), from and against any and all liabilities, claims, actionsdemands, liens, causes of action, charges, suits, demandscomplaints, grievances, contracts, agreements, promises, obligations, costs, losses, compensationdamages, wagesinjuries, penaltiesattorneys’ fees and other legal responsibilities (collectively referred to as “Claims”), liabilitiesof any form whatsoever (whether or not relating to Employee’s employment with the Company), rightsincluding, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and damages any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any kind other federal, state or nature whatsoeverlocal statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, foreseen or unforeseen, which unanticipated, unsuspected or latent, that the Employee ever hador any of the Releasors now possess or have a right to, now has or have at any time heretofore owned or held, or may claim at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to have against the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) this Agreement; (b) that certain Employment Agreement, dated as of October 20, 2017, by and among the Company and the Employee (the “Employment Agreement”), or Employee’s employment or other relationship with any or all of the Released Parties for, upon or by reason the termination thereof; and (c) the Employee’s status as a holder of securities 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 AgreementReleased Parties. This General Release specifically includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim for discrimination contracts of employment, whether express or violation implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any statutesnature. This Release is for any relief, rulesno matter how denominated, regulations or ordinances, whether federal, state or local, including, including but not limited toto wages, Title VII of the Civil Rights Actback pay, the Age Discrimination in Employment Actfront pay, the Reconstruction Era Civil Rights Actbenefits, the California Fair Employment compensatory, liquidated or punitive damages and Housing Act, the California Labor Code, the California Business attorneys’ fees. The Employee acknowledges 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: 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 reaffirms Employee’s behalf by any other person or entityobligations under the Employment Agreement, including, without limitation, any government agency, including but not limited to Sections 5 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 Employee6 thereof.
Appears in 2 contracts
Sources: Transition and Release of Claims Agreement (Funko, Inc.), Transition and Release of Claims Agreement
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’s other non-initiating stockholders within such class.
(b) The Company on behalf of itself and for all of its Released Persons irrevocably and unconditionally releases, the termination settles, acquits and forever discharges Casablanca and all 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: This General Release covers not only Casablanca's Released Persons from any and all claims Claims based on any event, fact, act, omission, or failure to act by Employee against the Bank and the CompanyCasablanca or any of Casablanca’s Released Persons, and the other persons and entities released in this General Releasewhether known or unknown, but, occurring or existing prior to the extent permitted execution of this Agreement; provided, however, this release and waiver of Claims shall not include Claims to enforce the terms of this Agreement.
(c) The Parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Claims. Each of the Parties knows that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Claims only, each Party expressly waives and relinquishes any and all provisions, rights and benefits conferred by applicable any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common 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 under which a general release does not include any extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party might have affected its settlement. The Parties acknowledge and agree that cannot lawfully be waived or released by Employeethe inclusion of this Section 5 was separately bargained for and is a material term of this Agreement.
Appears in 2 contracts
Sources: Director Nomination Agreement (Cliffs Natural Resources Inc.), Director Nomination Agreement (Casablanca Capital LP)
General Release. (a) In consideration for of, among other things, the payments Agent and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable the Lenders’ execution and delivery of the Employment this Agreement, Employee agrees to unconditionallyeach the Loan Parties, irrevocablyon behalf of itself and its agents, 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, assignsrepresentatives, officers, directors, managersadvisors, 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, predecessorssuccessors and assigns (collectively, successors“Releasors”), hereby forever agree and assignscovenant not to sue or prosecute against any Releasee (as hereinafter defined) (collectively and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee 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 damages, demands, contracts, agreements, obligationsbonds, lossesbills, compensationspecialties, wagescovenants, penaltiescontroversies, liabilitiesvariances, rightstrespasses, judgments, executions, costs, expenses or claims whatsoever, 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 (collectively, now has or may claim to have the “Claims”), against any or all of the Released Parties forLenders in any capacity and their respective affiliates, upon subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the later of the Effective Date or the date on which the conditions to effectiveness set forth in Section 3 (Conditions Precedent) hereof are completed, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among Borrower and the Guarantors, on the one hand, and any or all of the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by reason Borrower or any other Loan Party of any factloans or other financial accommodations made by any Lender after the Effective Date shall constitute a ratification, matteradoption, injuryand confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, incidentwhether or not now known or unknown, circumstance, cause existing on or thing whatsoever, from the beginning of time up prior to and including the date of Employee’s execution receipt of any such Loans or other financial accommodations. In entering into this Release Agreement, includingBorrower and each other Loan Party consulted with, without limitationand has been represented by, legal counsel and expressly disclaims any claim reliance on any representations, acts or obligation arising from or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above 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 thereof. The provisions of this Section shall survive the termination of that employmentthis Agreement, or an alleged breach the Loan Agreement, the other Loan Documents and payment in full of the Employment Agreement. This General Release specifically includesObligations.
(b) Each of the Loan Parties, but is on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not limited tosue (at law, in equity, in any claim for discrimination regulatory proceeding or violation otherwise) any Releasee on the basis of any statutesClaim released, rules, regulations remised and discharged by Borrower 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: 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 EmployeeLoan Party.
Appears in 2 contracts
Sources: Consent Agreement (Body & Mind Inc.), Consent Agreement (Body & Mind Inc.)
General Release. In consideration for of the payments and benefits specified in Section 6.2(aconferred to (the “Optionee”) or Section 6.2(bunder the Nonqualified Option Agreement, dated as of , 20 (the “Agreement”), by and between the Optionee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as applicable of defined in the Employment Agreement), Employee agrees to unconditionallythe Optionee for himself, irrevocablyhis heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever fully release, waive, and discharge the Bank Company and the Company, and each and all of their past, present, and future parent companies, its subsidiaries, related entitiesaffiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, affiliatescurrent and former, predecessors, successors, assignstrustees, officers, directors, managerspartners, shareholders, agents, employees, membersconsultants, shareholders, owners, independent contractors and representatives, attorneysincluding without limitation all persons acting by, insurersthrough, reinsurersunder or in concert with any of them (collectively, “Releasees”), 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) (collectively the “Released Parties”) them from and against 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 and whether arising under federal, which Employee ever had, now has state 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 local law and in particular 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 statutesbased upon race, rulescolor, regulations or ordinancesethnicity, whether federalsex, state or local, including, but not limited to, Title VII of the Civil Rights Act, age [(including the Age Discrimination in Employment ActAct of 1967)]1, national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Reconstruction Era Civil Rights ActOptionee’s service through the date of such Qualifying Termination of Service or termination of such service, which the California Fair Employment Optionee and Housing ActReleasors had, now have, or may have in the California Labor Code, the California Business and Professions Code, the California constitution, and future against each 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: This General Release covers not only any and all claims by Employee against Releasees from the Bank and beginning of the Company, and world until the other persons and entities released in this General Release, but, to date hereof (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“Execution Date”).
Appears in 2 contracts
Sources: Nonqualified Option Agreement (Banc of California, Inc.), Non Qualified Option Agreement (Banc of California, 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(b▇▇▇▇▇▇▇ ▇. 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: This General Release covers not only any and all claims by Employee against the Bank and the Companyas amended (“ADEA”), 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, excepting only:
(a) the payments, rights, interests and/or benefits to which Ballhaus is entitled under the Separation Agreement and Release and the Employment Agreement and any rights with respect to equity compensation granted to Ballhaus in accordance with the terms of such equity compensation;
(b) the right of Ballhaus to receive benefits required to be provided in accordance with applicable statute, including, without limitationfor example, continued medical coverage under COBRA;
(c) claims (i) for vested benefits under any government agencyhealth, disability, retirement or other, similar employee benefit plan or arrangement of the Company Affiliated Group incurred prior to the date hereof and Employee expressly waives (ii) for earned but unused vacation pay through the right date of termination in accordance with applicable policy of the Company Affiliated Group;
(d) rights to indemnification Ballhaus may have (i) under applicable corporate law, (ii) under the by-laws, certificate of incorporation or other organizational documents of any such damages Company Released Party or reinstatement. This General (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims for the reimbursement of unreimbursed business expenses properly incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group; and
(f) any claim based upon events that occur after the effective date of this Release does not include any claims that cannot lawfully be waived or released by Employeeof Claims.
Appears in 2 contracts
Sources: Separation Agreement (Sra International, Inc.), Separation Agreement
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., ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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: 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 matters.
b. Executive intends that this General Release extend to any and all Claims of any kind or reinstatementcharacter related to the Company or any Releasee, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Executive represents and warrants that Executive has not filed, and Executive will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Agreement before any federal, state, or local administrative agency or court against any Releasee, concerning any event occurring prior to the signing of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (“Government Agencies”) or limits Executive’s ability provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on his behalf, or by any other individual. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This General Release Agreement does not include limit or prohibit Executive’s right to receive an award for information provided to any claims Government Agency to the extent that such limitation or prohibition is a violation of law. Furthermore, if Executive makes a confidential disclosure of any trade secret or confidential information of the Company to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, Executive will not be held liable under this Agreement, the Employment Agreement, the Award Agreement, or under any federal or state trade secret law for such a disclosure. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Releasees. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Releasees.
d. Nothing in this Section 4 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement, (ii) Executive’s rights, if any, to any vested benefits as of Executive's last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is a participant, or (iii) any Claim that cannot lawfully be waived under applicable law, including any rights to workers’ compensation or released by Employeeunemployment insurance.
e. Executive hereby represents and warrants to the Releasees that Executive is the sole owner of any Claims that Executive may now have or in the past had against any of the Releasees and that Executive has not assigned, transferred, or purported to assign or transfer any such Claim to any person or entity.
Appears in 2 contracts
Sources: Separation and General Release Agreement (Forterra, Inc.), Separation and General Release Agreement (Forterra, 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 '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: 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
Sources: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)
General Release. (a) In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(bto be provided to Executive pursuant to Sections 5(a)(i)(B), as applicable 5(a)(i)(C), 5(a)(ii) and 5(a)(iii) of the Employment CIC Continuity Agreement, Employee agrees Executive, for herself and for Executive’s heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to unconditionallycollectively as “Releasors”), irrevocably, forever releases and forever fully release, waive, discharges the Company and discharge the Bank and the Company, and each and all of their its past, present, present and future parent companiesentities, subsidiaries, divisions, affiliates and related business entities, affiliatessuccessors and assigns, predecessorsassets, successorsemployee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), assignsand any of its or their respective past, present and/or future directors, officers, directorsfiduciaries, managersagents, trustees, administrators, 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, attorneys and assigns) , acting on behalf of the Company or in connection with Company business (collectively collectively, the “Released PartiesCompany Entities”) from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, fees 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 or unforeseen, which Employee Executive ever had, now has have, or may claim to have against any or all of the Released Parties for, upon or Company Entities by reason of any factact, matteromission, injurytransaction, incidentpractice, circumstanceplan, cause policy, procedure, conduct, occurrence, or thing whatsoever, from other matter related to Executive’s employment or the beginning of time termination thereof up to and including the date on which Executive signs this Release.
(b) Without limiting the generality of Employee’s execution of the foregoing, this Release Agreementis intended to and shall release the Company Entities from any and all claims, includingwhether known or unknown, without limitationwhich Releasors ever had, any claim now have, or obligation may have against the Company Entities arising from or in any way related to Employeeout of Executive’s employment with the Bank or the Company, the termination of and/or Executive’s separation from 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, any claim under: (i) the Age Discrimination in Employment Act, as amended by the Reconstruction Era Older Workers Benefit Protection Act, (ii) Title VII of the Civil Rights Act of 1964 or under the Civil Rights Act of 1991, (iii) the Americans with Disabilities Act; (iv) the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), (v) the Family and Medical Leave Act, (vi) 42 USC §§ 1981-86, (vii) the Equal Pay Act, (viii) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, (ix) Section 922 of the ▇▇▇▇-▇▇▇▇▇ Act, (x) the Federal False Claims Act, the California Fair Employment New York State Human Rights Law; (xi) the New York City Administrative Code; (xii) the New York Labor Law; (xiii) the New York Minimum Wage Act; (xiv) the statutory provisions regarding retaliation/discrimination under the New York Worker’s Compensation Law; and Housing (xv) the New York City Earned Sick Time Act, as all of those statutes may have been amended. Without limiting the California Labor Codegenerality of the foregoing, this Release is also intended to and shall release the Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities, whether based on federal, state, or local law, statutory or decisional, arising out of Executive’s employment, the California Business termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, any claims for wrongful or retaliatory discharge, breach of contract (express, implied or otherwise), breach of the covenant of good faith and Professions Codefair dealing, detrimental reliance, interference with contractual relations or any prospective business advantage, defamation, slander or libel, invasion of privacy, intentional and negligent infliction of emotional distress, false imprisonment, compensatory or punitive damages, any claims for attorneys’ fees, costs, disbursements and/or the California constitutionlike, any claims for wages, bonuses, or other benefits, and any claims at common lawfor negligence or intentional tort, arising up to and including the date on which Executive signs this Release.
(c) Nothing in this Release prevents Executive from providing truthful information to any governmental entity, nor does it interfere with Executive’s right to file a charge with or participate in any investigation or proceeding conducted by the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission or a state or local fair employment practices agency. Employee further knowingly Nevertheless, Executive acknowledges and willingly agrees that Executive hereby waives any right to waive seek or to share in any relief, monetary or otherwise, relating to any claim released herein whether such claim was initiated by Executive or not. In addition, nothing in this Release shall impair Executive’s right under the whistleblower provisions and protections of Section 1542 any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for the information provided to any government authority under such law or regulation.
(d) Notwithstanding the foregoing, this Release shall not release the Company from: (i) any obligations under the CIC Continuity Agreement or Executive’s right to enforce the terms of the California Civil CodeCIC Continuity Agreement; (ii) any obligations regarding any rights of Executive as a current or former officer, which reads: This General Release covers not only any and all claims by Employee against director or employee of the Bank and Company or its affiliates to indemnification under the terms of the CIC Continuity Agreement, the Company’s bylaws or charter or any insurance policy or other agreement under which Executive is entitled to indemnification or directors’ and officers’ liability coverage; (iii) any claims or causes of action that cannot legally be waived, and the other persons and entities released in this General Releaseincluding, butbut 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 entityearned but unpaid wages, includingworkers’ compensation benefits, without limitation, any government agencyunemployment benefits, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include vested 401(k) benefits; (iv) any claims that canmay arise in the future from events or actions occurring after the date on which Executive signs this Release; and (v) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this Release, Executive represents that Executive has not lawfully be waived commenced or released by Employeejoined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Entities arising out of or relating to any of the matters set forth in this paragraph.
Appears in 2 contracts
Sources: Change in Control Continuity Agreement (Capri Holdings LTD), Change in Control Continuity Agreement (Capri Holdings LTD)
General Release. a. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreementabove, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, and each and all of their pastthe terms of this Agreement, presentyou, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for yourself, your agents, successors, heirs and future parent companiesassigns (“Releasors”), do hereby release, remise and forever discharge GTJ REIT, Inc. and each of its parents, subsidiaries, affiliates, related entities, affiliates, predecessors, successors, assigns, and each of its current and former agents, servants, shareholders, employees, officers, directors, managers, employeesexecutives, members, shareholderstrustees, ownersemployees, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managers, employees, board members, shareholders, owners, representatives, attorneys, insurers, reinsurers, investors and agents insurers and each of any such parent companies, subsidiaries, related entities, affiliates, predecessorstheir heirs, successors, executors and assigns) administrators and all persons acting by, through, under and/or in concert with any of them (collectively the “Released PartiesReleasees”) of and from and against any and all claims, actionsdemands, causes of action, actions, rights, damages, judgments, costs, compensation, suits, demandsdebts, contractsdues, accounts, bonds, covenants, agreements, obligationsexpenses, lossesattorneys’ fees, compensation, wagesdamages, penalties, liabilities, rights, punitive damages and damages liability of any kind or nature whatsoever, in law or in equity or otherwise, which Releasors (You) have had, now have, shall or may have, whether known or unknown, foreseen or unforeseen, which Employee ever hadsuspected or unsuspected, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any factcause, matter, injury, incident, circumstance, cause matter or thing whatsoever, from the beginning of time up the world to and including the effective date of Employee’s execution of this Release Agreement, including, without limitation, any claim including those relating to or obligation arising from or in any way related to Employee’s out of your employment with the Bank Company and/or its affiliates, the terms and conditions of such employment, and the termination of that employment.
b. By the general release set forth in this paragraph, you acknowledge that you are giving up all claims relating to or arising out of your employment with GTJ REIT, Inc., the CompanyReleasees and/or its affiliates, the terms and conditions of such employment, and the termination of that employment, or an alleged including but not limited to claims for breach of the Employment Agreement. This General Release specifically includescontract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent inflection of emotional distress, any and all other torts, and claims for attorneys’ fees, as well as including but is not limited to, to any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether and all statutory claims referred to herein. Restricted common stock that you have been awarded as an equity bonus are deemed to have fully vested.
c. You further acknowledge that various federal, state and local laws prohibit discrimination based on age, gender, sexual orientation, race, color, national origin, religion, disability, handicap or localveteran’s status. These include Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871, and the Civil Rights Act of 1991 (relating to gender, national origin, religion, race and certain other kinds of job discrimination); the Pregnancy Discrimination Act; the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act (relating to age discrimination in employment); the Rehabilitation Act of 1973, the Americans with Disabilities Act, and Delaware’s Handicapped Persons Employment Protections Act (relating to disability discrimination in employment); the New York Human Rights Act (prohibiting all of the above forms of employment discrimination); and the New York City Human Rights Law (prohibiting all of the above forms of employment discrimination). You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had through the effective date of this Agreement.
d. You also understand and acknowledge that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, Title VII the Employee Retirement Income Security Act (excluding claims for vested benefits), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the New York Wage Payment Law, the Delaware Wage Payment and Collection Act, wage and hour laws, whistleblower laws and other laws. You acknowledge that you are giving up any claims you may have under any of these statutes and under any other federal, state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. You also understand and acknowledge that you are giving up any and all claims for benefits including, but not limited to, life insurance, accidental death and disability insurance, sick leave or other employer provided plan or program; claims for distributions of income or profit; claims for reimbursement; claims for wages; claims for vacation or other leave time; claims relating to retirement, pension and/or profit sharing plans (excluding claims for vested benefits); claims for group health insurance coverage (excluding claims for COBRA continuation coverage); or any other claims. You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had through the effective date of this Agreement.
e. You further agree that neither you, nor anyone on your behalf shall or may seek, or be entitled to recover reasonable attorneys’ fees and costs pursuant to any of the Civil Rights Actaforementioned federal, state or local statutes, or any other such laws. You understand and acknowledge that the general release set forth in this paragraph applies to all claims and causes of action, including but not limited to, employment-related claims, which you now have or may have had through the date of this Agreement.
f. The general release set forth in this paragraph is intended to comply with Section 201 of the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. § 626(f). Accordingly, you acknowledge, represent and certify as follows:
(i) that you waive all rights or claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”), knowingly and voluntarily in exchange for consideration of value to which you would not otherwise have been entitled;
(ii) that by this Agreement you have been advised in writing by the Reconstruction Era Civil Rights Act, Company to consult with an attorney of your choice in conjunction with this Agreement and your decision to waive your rights or claims under the California Fair Employment ADEA or otherwise;
(iii) that you have been given a period of at least twenty-one (21) days within which to consider this Agreement and Housing Act, your decision to waive your rights under the California Labor Code, ADEA or otherwise;
(iv) that you have been informed by the California Business Company and Professions Code, the California constitutionunderstand that you may revoke your acceptance of this Agreement for a period of seven (7) days after signing it, and that this Agreement will not become effective or enforceable until after the seven (7) day period has expired, and that any claims at common lawrevocation you make shall be in writing, sent by regular mail or overnight mail for receipt within the seven (7) day revocation period to our attorney: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. Employee ▇▇▇▇▇▇▇▇ And Associates, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and
(v) that you further knowingly understand that if you revoke your acceptance as described above, this Agreement shall be null and willingly agrees to waive void in its entirety, and if you have not revoked this Agreement by the provisions and protections of Section 1542 end of the California Civil Codeseven (7) day period referenced in the last paragraph, which reads: This General Release covers not only this Agreement will be in full force and effect.
g. Notwithstanding any local or other law to the contrary, You expressly agree that this Agreement and this Paragraph 4 will extend and apply to all claims by Employee claims, injuries and damages that You may have against the Bank and Company or any Releasees at the Companytime You sign this Agreement, and regardless of whether you are aware or suspect such claims, injuries or damages at the other persons and entities released in time you sign 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
Sources: Separation Agreement (GTJ REIT, Inc.), Separation Agreement (GTJ REIT, Inc.)
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 , 20 , to unconditionallywhich Corrections Corporation of America (the “REIT”), irrevocablyCCA of Tennessee, LLC (“Employer” and, together with the REIT, the “Company”) and (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, remise, acquit and forever fully release, waive, and discharge the Bank Company and its parents, subsidiaries and affiliates (collectively, the Company“Company Affiliated Group”), their present and each 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 “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”), any penalties, taxes or interest assessed under Section 409A of the Code 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 excepting only:
(a) rights of the California Civil CodeExecutive under this Waiver and Release of Claims and to severance payments and benefits under Section 5 of the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, which reads: This General Release covers not only (ii) under the by-laws or charter of any Company Released Party or (iii) as an insured under any director’s and all officer’s liability insurance policy now or previously in force;
(e) claims by Employee against (i) for accrued or vested benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Bank Company Affiliated Group and (ii) for earned but unused vacation pay through the Company, and date of termination in accordance with applicable policy of the other persons and entities released in this General Release, but, Company Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the extent permitted by date of termination pursuant to 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 policy 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 EmployeeCompany Affiliated Group.
Appears in 2 contracts
Sources: Employment Agreement (Corrections Corp of America), Employment Agreement (Corrections Corp of America)
General Release. In consideration for of, among other things, 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, Agent’s and each Lender’s execution and all delivery of their pastthis Amendment, presentthe Borrower and each other Loan Party, on behalf of itself and future parent companiesits agents, subsidiaries, related entities, affiliates, predecessors, successors, assignsrepresentatives, officers, directors, managersadvisors, employees, membersSubsidiaries, shareholdersAffiliates, ownerssuccessors and assigns (collectively, representatives“Releasors”), attorneyshereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, insurersreleases and discharges, reinsurersto the fullest extent permitted by law, 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”) each Releasee 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 damages, demands, contracts, agreements, obligationsbonds, lossesbills, compensationspecialties, wagescovenants, penaltiescontroversies, liabilitiesvariances, rightstrespasses, judgments, executions, costs, expenses or claims whatsoever, 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 arising at law or unforeseenin equity (collectively, which Employee ever hadthe “Claims”), against the Agent and any Lender in any capacity and their Affiliates, Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now has known, existing on or may claim to have against before the date hereof, that relate to, arise out of or otherwise are in connection with: (a) any or all of the Released Parties forLoan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, upon (b) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof, or (c) any aspect of the dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof. The receipt by reason the Borrower or any other Loan Party of the proceeds of any factloans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, matteradoption, injuryand confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, incidentwhether or not now known or unknown, circumstance, cause existing on or thing whatsoever, from the beginning of time up prior to and including the date of Employee’s execution receipt of any such proceeds or other financial accommodations. In entering into this Release AgreementAmendment, includingthe Borrower and each other Loan Party consulted with, without limitationand has 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 hereby agree and acknowledge that the validity and effectiveness of the releases set forth above 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 thereof. The provisions of this Section shall survive the termination of that employmentthis Amendment, or an alleged breach the Credit Agreement, the other Loan Documents 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: 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 EmployeeObligations.
Appears in 2 contracts
Sources: Credit Agreement (Presto Automation Inc.), Credit Agreement (Presto Automation 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 any such employment or service relationship and any applicable employment or compensatory arrangement with the Company or its affiliates (collectively, the “Released Claims”); provided that employmentsuch Released Claims shall not include any claims to enforce your rights under, or an alleged breach of with respect to, (a) the Severance Benefits, the “Accrued Amounts” (as defined in the Employment Agreement. This General Release specifically includes) and any other termination benefits or rights under any separation agreement entered into at the time of your termination of employment, but is not limited (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, any claim for discrimination relate to or violation of any statutes, rules, regulations or ordinancesarise from your equity ownership in the Company, whether federalsuch equity is owned directly or indirectly by you, state or localand (d) indemnification rights and coverage under director and officer liability policies.
a. Subject to the limitations stated in paragraph 1 above, includingthe Released Claims include, but not limited towithout limitation, (i) any and all claims under Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Reconstruction Era Civil Rights Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Fair Employment Family and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionMedical Leave Act of 1993, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) 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: This General Release covers not only any including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. You understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You understand and acknowledge further that an individual who files a lawsuit for retaliation by Employee against an employer for reporting a suspected violation of law may disclose the Bank trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will you be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its subsidiaries without prior written consent of Company’s General Counsel or other officer designated by the Company.
b. THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE RELEASEES, WITH RESPECT TO THE RELEASED CLAIMS, BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES.
c. You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other persons and entities released than those set forth in this General Release, but, Agreement. You acknowledge that you have been given at least twenty-one (21) days to consider whether you want to sign this Agreement and that 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 Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not receive any of the Severance Benefits due to you under the Employment Agreement until such damages or reinstatementseven (7) day revocation period has passed and then, only if you have not revoked this Agreement. This General Release does not include any claims To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, you hereby acknowledge that cannot lawfully be waived or released by Employeeyour decision to execute this Agreement prior to the expiration of such twenty-one (21) day period was entirely voluntary.
Appears in 2 contracts
Sources: Employment Agreement (ZoomInfo Technologies Inc.), Employment Agreement (ZoomInfo Technologies Inc.)
General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreementmutual promises set forth in this Agreement and for other good and valuable consideration, Employee agrees the sufficiency and receipt of which ▇▇▇▇▇ hereby acknowledges, ▇▇▇▇▇, on behalf of himself and for all persons who may claim by or through him, including, without limitation, his heirs, legatees, distributees, beneficiaries, trustees, administrators, executors, assigns, and legal representatives, to unconditionallythe maximum extent permitted by law, irrevocablyhereby covenants not to ▇▇▇ and fully and unconditionally releases, waives, and forever fully releasedischarges the Parent, waiveSub, and discharge the Bank and the CompanyTCI, and each and all of their respective past, present, former, and/or future direct and future parent companiesindirect parents, owners, affiliates, divisions, subsidiaries, related entities, affiliates, predecessors, successorsand successors (collectively “Company Parties”), and each of the Company Parties’ respective assigns, shareholders, members, managers, directors, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurersrepresentatives, and agents (each of the Company Parties and the pastforegoing listed persons or entities being collectively, presentin their individual and representative capacities, 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 “Company Released Parties”) ), from and against with respect to any and all charges, complaints, claims, actions, causes of action, suits, demandsrights, contracts, agreementsagreements and actions, obligationswhich ▇▇▇▇▇ ever had, lossesnow has, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoevermay have against the Company Released Parties, whether known or unknown, foreseen arising or unforeseen, which Employee ever had, now has or may claim to have against arisen at 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 ▇▇▇▇▇ executes 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, all claims, demands, suits, causes or rights of action arising out of or in any way connected with ▇▇▇▇▇’▇ employment relationship with the Company or ▇▇▇▇▇’▇ separation from employment from the Company; ▇▇▇▇▇’▇ board membership with Parent or the separation of such board membership; claims, demands, suits, causes or rights of action relating to defamation, breach of contract or public policy, wrongful, retaliatory or constructive discharge, discrimination, attorneys’ fees or damages (including contract, compensatory, punitive, or liquidated damages), equitable relief, additional compensation, intentional infliction of emotional distress, invasion of privacy, negligence, or any other tort claims; claims which could arise under the Family and Medical Leave Act, Title VII of the Civil Rights ActAct of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, 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: 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.in
Appears in 2 contracts
Sources: Retirement and General Release Agreement, Retirement and General Release 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 Third 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 ▇▇▇ 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 Third 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 Third Amended Forbearance Agreement, includingthe Indenture, without limitationthe Intercreditor Agreement and the Collateral Agreements. In entering into this Third Amended Forbearance Agreement, the Company and the Subsidiaries consulted with, and have been represented by, legal counsel and expressly disclaim any 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 Third Forbearance Period and the termination of that employment, or an alleged breach this Third 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: 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 EmployeeObligations.
Appears in 2 contracts
Sources: Forbearance Agreement, Forbearance Agreement (Wornick CO)
General Release. In consideration (a) For good and valuable consideration, the receipt of which is hereby acknowledged, ▇▇. ▇▇▇▇▇▇▇▇ for the payments himself and benefits specified in Section 6.2(a) or Section 6.2(bfor his heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter, collectively referred to as ("Releasors"), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and hereby forever fully release, waive, release and discharge the Bank VITEX, or any of VITEX's past, present or future parent entities, partners, subsidiaries, affiliates, divisions, employee benefit and/or pension plans or funds, successors and the Company, assigns and each and all any of its or their past, present, and present or future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directorsattorneys, managersagents, trustees, administrators, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and or assigns (whether acting as 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 assignsfor VITEX or in their individual capacities) (collectively the “Released Parties”referred to as "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 contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, foreseen by reason of any act, omission, transaction or unforeseen, occurrence which Employee Releasors ever had, now has have or hereafter can, shall or may claim to have against any or all Releasees up to and including the Agreement Effective Date, as defined in Paragraph 10(c) below. Without limiting the generality of the Released Parties foregoing, Releasors hereby release and discharge Releasees from:
(i) any and all claims relating to ▇▇. ▇▇▇▇▇▇▇▇'▇ employment by VITEX, the terms and conditions of such employment, the employee benefits related to his employment and/or his separation from such employment;
(ii) any and all claims of employment discrimination and/or retaliation under any federal, state or local statute or ordinance, including without limitation, any and all claims under Title VII of the Civil Rights Act of 1964 as amended; the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act; the New York State Human Rights Law; and the New York City Human Rights Law;
(iii) any and all claims for wrongful discharge and/or breach of employment contract (including, but not limited to the Employment Agreement) or any claims related to compensation or benefits, including claims for bonus or deferred payments;
(iv) any and all claims for defamation, libel or slander against any Releasees; and
(v) any and all claims for attorney's fees, costs disbursements and the like; which Releasors ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of any factact, matteromission, injury, incident, circumstance, cause transaction or thing whatsoever, from the beginning of time occurrence 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 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: 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
Sources: Separation Agreement (V I Technologies Inc), Separation Agreement (V I Technologies 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 ▇▇▇▇▇▇ 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: 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
Sources: Executive Employment Agreement (Mattersight Corp), Executive Employment Agreement (Mattersight Corp)
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)Paragraph 2, as applicable of the Employment Agreementabove, Employee agrees to unconditionally, irrevocablywhich Executive is not otherwise entitled, and for other good and valuable consideration:
(a) Executive hereby voluntarily, knowingly and willingly releases, acquits and forever fully releasedischarges Company including, waivewithout limitation, and discharge the Bank and the Companyeach of its former, and each and all of their past, present, current and future parent companiesagents, subsidiariesexecutives, related entitiesofficers, affiliatesdirectors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, assigns, officersowners and servants and each of Company’s former, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, current and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companiesparents, subsidiaries, related entitiesdivisions, affiliates, predecessors, successors and assigns and all of their current, former and future agents, executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, assigns, owners and assigns) (collectively the “Released Parties”) servants, from and against any and all claims, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages costs or expenses 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 employment 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 toharassment claims under the Americans with Disabilities Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Family Medical Leave Act, the Reconstruction Era Civil Rights Employment Retirement Income Security Act, the California Fair Employment and Housing ActWashington Law Against Discrimination, the California Washington Constitution, the Washington Labor Code, the California Business Age Discrimination In Employment Act or under common law, which against any or all of them Executive ever had, now has or hereinafter may have, up to and Professions Codeincluding the date of Executive’s execution of this Agreement, including, without limitation, those arising out of or in any way related to Executive’s employment at Company or the California constitutionseparation of that employment.
(b) It is a condition hereof, and it is Executive’s intention in the execution of the General Release in subparagraph 3(a), above, that the same shall be effective as a bar to each and every claim specified above, and in furtherance of this intention, Executive hereby expressly waives any claims at common law. Employee further knowingly and willingly agrees to waive the provisions all rights and protections of benefits conferred upon Executive by Section 1542 of the California Civil Code, or its Washington State equivalent, which reads: This General Release covers provides:
(c) A general release does not only any and all extend to claims by Employee against which the Bank and creditor does not know or suspect to exist in his or her favor at the Company, and time of executing the other persons and entities released in this General Release, but, to which if known by him or her must have materially affected his or her settlement with 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 Employeedebtor.
Appears in 2 contracts
Sources: Severance Agreement (Ambassadors Group Inc), Severance Agreement (Ambassadors Group Inc)
General Release. In consideration for The Executive acknowledges and agrees that this Agreement includes the payments entire agreement and benefits specified in Section 6.2(a) or Section 6.2(b)understanding between the parties with regard to the Executive's employment, as applicable of the termination thereof during the Employment Agreement, Employee agrees to unconditionally, irrevocablyPeriod, and all amounts to which the Executive shall be entitled whether during the term of employment or upon termination thereof. Accordingly, upon Mattel's fulfilling its obligations to the Executive hereunder, the Executive, on behalf of himself and his successors, assigns, heirs and any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever fully relieve, release, waive, and discharge the Bank Mattel and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (whether or not wholly-owned), divisions, partners and their officers, directors, managersagents, employees, membersservants, shareholdersexecutors, ownersadministrators, representativesaccountants, attorneysinvestigators, insurers, reinsurersand any and all other related individuals and entities, if any, and agents (each of them, in any and the pastall capacities, 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, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any whatever 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 Agreementnature, including, without limitation, any claim statutory, civil or obligation arising from or in any way related to Employee’s employment with the Bank or the Company, the termination of that employmentadministrative claim, or an alleged breach any claim, arising out of acts or omissions occurring before the Employment execution of 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 federalknown or unknown, state suspected or localunsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not limited to, Title VII any claims based on, arising out of, related to or connected with the subject matter of the Civil Rights Actthis Agreement, the Age Discrimination in Employment Act, Executive's employment or 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 constitutiontermination thereof, and any and all facts in any manner arising out of, related to or connected with the Executive's employment with, or termination of employment from, Mattel or any of its related entities, including, but not limited to, any claims at arising from rights under federal, state, and local laws prohibiting discrimination on the basis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or any other form of discrimination, and any common lawlaw claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. Employee further knowingly Upon Mattel's fulfilling its obligations to the Executive here-under, the Executive expressly waives any 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 reads: This General Release covers not only any and all claims by Employee against the Bank and the Companyother federal or state statutory rights, rules, and principles of common law or equity, including without limitation those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 ("similar provision"). Thus the other persons and entities released Executive may not invoke the benefits of Section 1542 or any similar provision in this General Release, but, order to the extent permitted by applicable law, it also covers prosecute or assert in 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 manner any claims that cannot lawfully be waived or released by Employeehereunder. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Appears in 2 contracts
Sources: Employment Agreement (Mattel Inc /De/), Employment Agreement (Mattel Inc /De/)
General Release. In consideration (a) The Executive, for the payments himself and benefits specified in Section 6.2(a) or Section 6.2(b)his heirs, as applicable of the Employment Agreementexecutors, 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, predecessorsadministrators, successors, and assigns, hereby releases and discharges (i) the Company and its direct and indirect parents and subsidiaries and its other affiliated companies; (collectively ii) each of their respective past and present officers, directors, agents, and employees; and (iii) all the “Released Parties”) employee benefit plans of the Company or any of its affiliated companies, any trusts and other funding vehicles established in connection with any such plans, any members of committees established under the terms of any such plans, and any administrators or fiduciaries of any such plans, from and against any and all claims, actions, causes of action, suitsclaims, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsgrievances, and damages of any kind or nature whatsoevercomplaints, whether known or and unknown, foreseen which he or unforeseenhis heirs, which Employee executors, administrators, successors, and assigns have, ever had, now has or ever may claim to have against based upon any act 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 omission occurring up to and including the date of Employee’s execution Effective Date of this Amendment and Release; provided, however, that this Release Agreement, including, without limitation, shall not extend to his right to receive accrued benefits or other payments under and in accordance with the terms of any claim employee benefit plan of the Company in which he is a participant and this Release shall not extend to any right of Executive to indemnity or obligation defense by the Company of claims asserted by third parties against the Executive arising from or in any way related to Employeeconnection with Executive’s employment with the Bank or status as an officer or director of the Company.
(b) The Executive acknowledges and agrees that, except as otherwise provided in the termination of that employmentpreceding subsection, or an alleged breach of the Employment Agreement. This General Release specifically includesthis release is intended to cover and does cover, but is not limited to, (i) 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, Section 1981 of the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, as amended by the Reconstruction Era Civil Rights Older Workers Benefit Protection Act, the California Fair Employment and Housing Equal Pay Act, the California Labor CodeEmployee Retirement Income Security Act of 1974, the California Business Americans with Disabilities Act of 1990, or the Family and Professions CodeMedical Leave Act, each as amended; (ii) any claim of employment discrimination whether based on a federal, state, or local statute or court or administrative decision; (iii) any claim for wrongful or abusive discharge, breach of contract, invasion of privacy, intentional infliction of emotional distress, defamation, or other common law contract or tort claims; (iv) any claims, whether statutory, common law, or otherwise, arising out of the California constitutionterms or conditions of his employment at the Company; and (v) any claim for attorneys’ fees, costs, disbursements, or other like expenses.
(c) The Company, for itself and its successors, and any claims at common law. Employee further knowingly assigns, hereby releases and willingly agrees to waive discharges (i) the provisions and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only Executive from any and all claims by Employee against the Bank and the Companyactions, causes of action, claims, demands, grievances, and complaints, known and unknown, which the other persons Company or its successors or assigns have, ever had, or ever may have based upon any act or omission occurring up to and entities released in including the Effective Date of this General Amendment and 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 section does not include release the Executive from any claims that cannot lawfully be waived acts of willful misconduct, willful or released by Employeegross negligence, fraud,, misappropriation or embezzlement during the term of his employment with the Company through the Effective Date of this Amendment and Release.
Appears in 2 contracts
Sources: Employment Agreement (Feldman Mall Properties, Inc.), Employment Agreement (Feldman Mall Properties, Inc.)
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: 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
Sources: 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 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: 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
Sources: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)
General Release. In consideration for (a) Subject to the payments and benefits specified exclusions contained in Section 6.2(a) or Section 6.2(b), as applicable of the Employment 14 to this Agreement, Employee agrees to unconditionallyEmployee, irrevocablyfor himself and for his affiliates, successors, heirs, subrogees, assigns, principals, agents, partners, employees, associates, attorneys, and forever fully releaserepresentatives, waivevoluntarily, knowingly and discharge intentionally releases and discharges the Bank Parent, the Company and the Company, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsparents, subsidiaries, affiliates, and assigns and each of their respective officers, directors, managers, employees, membersprincipals, shareholders, owners, representativesagents, attorneys, insurers, reinsurersboard members, 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”) employees from and against any and all claims, actions, causes of action, suitsliabilities, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, damages, costs, expenses, and damages attorneys’ fees (including but not limited to any claim of entitlement for attorneys’ fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), of every kind 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, and description from the beginning of time up to and including through the date of Employee’s execution Effective Date (the “Released Claims”).
(b) The Released Claims, except as excluded by Section 14 of this Release Agreement, includinginclude but are not limited to those which arise out of, without limitationrelate to, any claim or obligation arising from or in any way related to are based upon: (i) Employee’s employment with the Bank Company or the Companytermination thereof; (ii) statements, the termination of that employmentacts, or an alleged breach of omissions by the Employment Agreement. This General Release specifically includesParties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties (except as provided herein) and claims under any severance plan; (iv) any stock or stock option grant, but is not limited toagreement, any claim for discrimination or violation of any plan; (v) all federal, state, and municipal statutes, rules, regulations or ordinances, whether federal, state or localand regulations, including, but not limited to, Title VII claims of the Civil Rights Actdiscrimination based on race, national origin, sex, disability, whistleblower status, public policy, or any other characteristic of Employee under the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Older Workers Benefit Protection Act, the California Fair Employment and Housing Americans with Disabilities Act, the California Fair Labor CodeStandards Act, the California Business and Professions CodeEqual Pay Act, Title VII of the Civil Rights Act of 1964 (as amended), the California constitutionEmployee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, or any other federal, state, or municipal law prohibiting discrimination or termination for any reason; (vi) state and federal common law; and (vii) any claim which was or could have been raised by Employee, including any claim that this Agreement was fraudulently induced.
(c) Subject to the exclusions contained in Section 14 to this Agreement, each of the Parent and the Company and their respective affiliates, successors, subrogees, assigns, agents, officers, directors, employees, associates, attorneys, and any claims at common law. Employee further representatives (collectively, the “Parent Releasors”), voluntarily, knowingly and willingly agrees to waive intentionally releases and discharges the provisions Employee and protections of Section 1542 of the California Civil Codehis successors, which reads: This General Release covers not only heirs and assigns from any and all claims, actions, liabilities, demands, rights, damages, costs, expenses, and attorneys’ fees (including but not limited to any claim of entitlement for attorneys’ fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), of every kind and description from the beginning of time through the Effective Date (the “Parent Released Claims”).
(d) The Parent Released Claims, except as excluded by Section 14 of this Agreement, include but are not limited to those which arise out of, relate to, or are based upon: (i) Employee’s employment with the Company or the termination thereof, including the Employment Agreement; (ii) statements, acts, or omissions by the Parties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties (except as provided herein) and claims under any severance plan; (iv) all federal, state, and municipal statutes, ordinances, and regulations; and (vi) any claim which was or could have been raised by Parent and/or Company, including any claim that this Agreement was fraudulently induced. Notwithstanding the foregoing, nothing herein shall release or affect the Parent Releasors’ claims concerning any alleged act by Employee against concerning intentional misrepresentation, willful misconduct, fraud or embezzlement.
(e) Employee shall continue to be indemnified for actions taken while employed by Company and while acting as a Director of the Bank and Parent under Company and/or Parent’s Articles of Incorporation and/or By-Laws, as applicable, as in effect on 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 agencyTermination Date, and Employee expressly waives shall continue to be covered by Parent’s directors and officers liability insurance policy as in effect as of the right Termination Date for Employee acts prior to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeand through the Termination Date.
Appears in 2 contracts
Sources: Severance Agreement (Cellular Biomedicine Group, Inc.), Severance Agreement (Cellular Biomedicine Group, Inc.)
General Release. In consideration for the payments The Employee, on his own behalf and benefits specified in Section 6.2(a) on behalf of his spouse, child or Section 6.2(bchildren (if any), as applicable of heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the Employment Agreement“Releasors”), Employee agrees to unconditionallyhereby releases and discharges forever Funko, irrevocablyInc., and forever fully release, waive, and discharge the Bank and the Companyits affiliates, and each and all of their respective past, presentpresent or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future parent companiesdirectors, subsidiariesofficers, related entitiesemployees, affiliatestrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors, successors and assigns, officersand all Persons acting by, directorsthrough, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents under or in concert with them (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 Parties”) ), from and against any and all liabilities, claims, actionsdemands, liens, causes of action, charges, suits, demandscomplaints, grievances, contracts, agreements, promises, obligations, costs, losses, compensationdamages, wagesinjuries, penaltiesattorneys’ fees and other legal responsibilities (collectively referred to as “Claims”), liabilitiesof any form whatsoever (whether or not relating to Employee’s employment with the Company), rightsincluding, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and damages any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any kind other federal, state or nature whatsoeverlocal statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, foreseen or unforeseen, which unanticipated, unsuspected or latent, that the Employee ever hador any of the Releasors now possess or have a right to, now has or have at any time heretofore owned or held, or may claim at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to have against the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) the Employment Agreement; (b) the Employee’s employment or other relationship with any or all of the Released Parties for, upon or by reason the termination thereof; and (c) the Employee’s status as a holder of securities 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 AgreementReleased Parties. This General Release specifically includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim for discrimination contracts of employment, whether express or violation implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any statutesnature. This Release is for any relief, rulesno matter how denominated, regulations or ordinances, whether federal, state or local, including, including but not limited toto wages, Title VII of the Civil Rights Actback pay, the Age Discrimination in Employment Actfront pay, the Reconstruction Era Civil Rights Actbenefits, the California Fair Employment compensatory, liquidated or punitive damages and Housing Act, the California Labor Code, the California Business attorneys’ fees. The Employee acknowledges 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: 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 reaffirms Employee’s behalf by any other person or entityobligations under the Employment Agreement with the Company dated [__], includinga signed copy of which is attached hereto as Exhibit A, without limitation, any government agency, including but not limited to Sections 5 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 Employee6 thereof.
Appears in 2 contracts
Sources: Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.)
General Release. In consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(bunder this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the Executive does hereby release, remise, acquit and forever discharge the Company and each of its Affiliates (the “Company Affiliated Group”), and in their capacity as applicable of the Employment Agreementsuch, Employee agrees to unconditionally, irrevocably, their present 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, 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 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 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 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, bonus 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 Executive 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 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, the Age Discrimination in Employment ActAct (“ADEA”), the Reconstruction Era Civil Rights Act, the California Fair Employment Florida Law Against Discrimination 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: This General Release covers not only any and all claims under any whistleblower laws or whistleblower provisions of other laws excepting only:
(i) rights of the Executive under this Agreement;
(ii) rights of the Executive relating to equity awards held by Employee against the Bank and Executive as of the CompanyTermination Date;
(iii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(iv) claims for benefits under any health, and disability, retirement, life insurance or other similar employee benefit plan or arrangement of the other persons and entities released in this General Release, but, Company Affiliated Group; and
(v) claims for the reimbursement of unreimbursed business expenses incurred prior to the extent permitted by Termination Date pursuant to 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 EmployeeCompany policy.
Appears in 2 contracts
Sources: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)
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: 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
Sources: Separation Agreement (Restaurant Brands International Inc.), Separation Agreement (Restaurant Brands International Limited Partnership)
General Release. a. In consideration exchange for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Separation Benefits provided to Executive under this Agreement, Employee agrees to unconditionallyExecutive, on behalf of Executive, and Executive’s heirs, executors, personal representatives, administrators and assigns, irrevocably, knowingly and forever fully releaseunconditionally releases, waive, remises and discharge the Bank and discharges the Company, its parents, all current or former affiliated or related companies of the Company and its parent, partnerships, or joint ventures, and, with respect to each and of them, all of their past, present, and future parent companies, subsidiaries, the Company’s or such related entities, affiliates, predecessors, ’ predecessors and successors, assignsand, with respect to each such entity, its officers, directors, managers, employees, membersequity holders, shareholdersadvisors and counsel (collectively, 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 Company Parties”) from and against any and all claims, known and unknown actions, causes of action, suitscharges, complaints, claims, damages, demands, contractsdebts, agreementslawsuits, obligationsrights, losses, compensation, wages, penaltiesunderstandings, liabilities, rights, and damages obligations of any kind kind, nature or nature description whatsoever, whether known or unknownunknown (collectively, foreseen the “Claims”), arising out of or unforeseen, which Employee ever had, now has or may claim relating to have against any or all Executive’s employment with the Company and/or the separation of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, Executive from the beginning Company through the Revocation Period Expiration Date.
b. This general release of time Claims by Executive includes, without limitation, (i) all Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to and including the date of Employee’s execution this Agreement, regardless of ripeness or other limitation on immediate pursuit of any Claim in the absence of this Release Agreement, including, without limitation, any claim ; (ii) all Claims relating to or obligation arising from or in any way related to Employeeout of Executive’s employment with the Bank or and separation from the Company; (iii) all Claims (including Claims for discrimination, the termination of that employmentharassment, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, and retaliation) arising under any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal statute, includingregulation, but not limited toordinance, or the common law, including without limitation, Claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, as amended, the Reconstruction Era Civil Rights Older Worker Benefit Protection Act, the California Fair Employment Family and Housing Medical Leave Act, the California Labor CodeEmployee Retirement Income Security Act of 1974, the California Business and Professions CodeCivil Rights Act of 1991, the California constitutionEqual Pay Act, the Fair Labor Standards Act, 42 U.S.C. § 1981, and any claims at other federal or state law, local ordinance or common law, including for wrongful discharge, breach of implied or express contract, intentional or negligent infliction of emotional distress, defamation, harassment, discrimination, or other tort; and (iv) all Claims for reinstatement, attorney’s fees, interest, costs, wages or other compensation.
c. Executive agrees that there is a risk that each and every injury which Executive may have suffered by reason of Executive’s employment relationship might not now be known, and there is a further risk that such injuries, whether known or unknown at the date of this Agreement, might become progressively worse, and that as a result thereof further damages may be sustained by Executive; nevertheless, Executive desires to forever and fully release and discharge the Company Parties, and Executive fully understands that, by the execution of this Agreement, no further claims for any such injuries may ever be asserted.
d. This general release does not release any Claim that relates to: (i) Executive’s right to enforce this Agreement; (ii) any rights Executive may have to indemnification from personal liability or to protection under an insurance policy maintained by the Company, including without limitation any general liability, EPLI, or directors and officers insurance policy; (iii) Executive’s right, if any, to government-provided unemployment and worker’s compensation benefits; (iv) Executive’s rights under any Company employee or executive benefit plans (e.g., health, disability or retirement plans), which by their explicit terms survive the termination of Executive’s employment; or (v) any other rights that cannot be waived as a matter of applicable law. Employee Nothing in this Section 4, or elsewhere in this Agreement, prevents or prohibits Executive from filing a claim or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or any other federal, state or local government agency or commission, including providing documents or other information, without notice to the Company. Although Executive acknowledges and agrees that Executive shall not be entitled to further knowingly monetary compensation from the Company Parties, nothing in this Agreement limits Executive’s right to receive a monetary award from a government-administered whistleblower award program, including but not limited to those administered by OSHA, the SEC (pursuant to Section 21F of the Exchange Act of 1934, as amended), or any other government agencies, for information provided by Executive. Moreover, no part of this Agreement is intended to interfere with any right (as granted by statute, ordinance, regulation, or case law) to disclose truthful facts about unlawful violation of workplace policies.
e. Executive agrees that the consideration set forth in Sections 2 and willingly 3 above and Section 4(g) below shall constitute the entire consideration provided under this Agreement, and that Executive will not seek from the Company Parties any further compensation or other consideration for any claimed obligation, entitlement, damage, cost or attorneys’ fees in connection with the matters encompassed by this Agreement.
f. Executive understands and agrees that, if any facts with respect to this Agreement or Executive’s prior treatment by or employment with the Company are found to be different from the facts now believed to be true, Executive expressly accepts, assumes the risk of, and agrees that this Agreement shall remain effective notwithstanding such differences. Executive agrees that the various items of consideration set forth in this Agreement fully compensate for said risks, and that Executive will have no legal recourse against the Company in the event of discovery of a difference in facts.
g. Executive agrees to waive the provisions release of all known and protections unknown claims, including expressly the waiver of Section 1542 any rights or claims arising out of the California Civil CodeFederal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), and in connection with such waiver of ADEA claims, and as provided by the Older Worker Benefit Protection Act, Executive understands and agrees as follows:
i. Executive has the right to consult with an attorney before signing this Agreement, and is hereby advised to do so;
ii. Executive shall have a period of [If part of broad layoff: forty-five (45)] [OR] [Otherwise: twenty-one (21)] days from the Termination Date (or from the date of receipt of this Agreement if received after the Termination Date) in which readsto consider the terms of the Agreement (the “Review Period”). Executive may at Executive’s option execute this Agreement at any time during the Review Period. If Executive does not return the signed Agreement to the Company prior to the expiration of the [If part of broad layoff: This General Release covers 45-day] [OR] [Otherwise: 21-day] period, then the offer of severance benefits set forth in this Agreement shall lapse and shall be withdrawn by the Company. Executive may take less than the twenty-one (21) days if Executive so chooses, but, if Executive wishes to do so, Executive must initial and date here (______________);
iii. Executive may revoke this Agreement at any time during the first seven (7) days following Executive’s execution of this Agreement, and this Agreement and release shall not only any be effective or enforceable until the seven-day period has expired (“Revocation Period Expiration Date”). Notice of a revocation by Executive must be made to the designated representative of the Company (as described below) within the seven (7) day period after Executive signs this Agreement. If Executive revokes this Agreement, it shall not be effective or enforceable. Accordingly, the “effective date” of this Agreement shall be on the eighth (8th) day after Executive signs the Agreement and all claims by Employee against the Bank and returns it to the Company, and provided that Executive does not revoke the other persons and entities released in Agreement during the seven (7) day revocation period. This revocation period is not waivable;
iv. if Executive signs this General ReleaseAgreement, but, to the extent permitted by applicable law, it also covers Executive specifically waives any claim for damages or reinstatement asserted on Employee’s behalf by rights Executive may have against any other person or entityCompany Parties, including, without limitationbut not limited to, any government agency, and Employee expressly waives rights or claims which may have arisen under the right to any such damages ADEA as a result of Executive’s employment with the Company or reinstatement. This General Release does not include termination of employment;
v. a significant portion of the Separation Benefits is in consideration for release of any claims that canor rights under the ADEA; and
vi. this waiver is an exchange for considerations consisting of the Separation Benefits, to which Executive is not lawfully be waived or released by Employeeotherwise entitled.
Appears in 2 contracts
Sources: Employment Agreement (Jones Soda Co), Employment Agreement (Jones Soda Co)
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: 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
Sources: Separation Agreement (Amplify Energy Corp), Separation Agreement (Amplify Energy Corp)
General Release. In 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: 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
Sources: 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 As further inducement to Lender to enter into this Agreement, Employee agrees to unconditionallyLoan Parties hereby release Lender as follows:
(a) Loan Parties and their heirs, irrevocablysuccessors and assigns and its heirs, successors and assigns (collectively, the “Releasing Parties”) do hereby release, acquit and forever discharge Lender and any other present or future holder of a legal or equitable interest in the Loan, and forever fully releasetheir respective parents, waive, and discharge the Bank and the Company, and each and all of their past, present, and future parent companiesaffiliates, subsidiaries, related entitiessuccessors in interest, affiliates, predecessors, successorstransferees, assigns, officers, directors, managers, employees, members, shareholders, owners, representativesmanagers, attorneys, insurersaccountants, reinsurersagents, and agents (and the past, presentservants, and future officerseach of them, directorsin all capacities, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) including individually (collectively the “Released Lender Parties”) of and from and against any and all claims, actionsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, suitsdebts, demandssums of money, accounts, compensation, contracts, agreementscontroversies, obligationspromises, lossesdamages, compensationcosts, wageslosses and expenses of every type, penaltieskind, liabilitiesnature, rightsdescription, and damages of any kind or nature whatsoevercharacter, whether known or unknown, foreseen suspected or unforeseenunsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which Employee ever hadin any way, now has have, prior to the Effective Date whether or may not they are connected with or related to the Loan Documents, the Combination LOI or otherwise (collectively, the “Released Claims”).
(b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender.
(c) Each Releasing Party acknowledges and agrees that the Released Claims include, among other things, any claims for fraud, promissory fraud, or any other claim arising from any oral or written promises, representations, assurances, agreements, statements or advice (including without limitation any such promises or other statements that are inconsistent with any of the provisions of this Agreement or any of the other Loan Documents) made or given or allegedly made or given by any officer, employee, agent, attorney or other representative of any Released Party that are or were false or allegedly false or that were made or allegedly made without intent to perform the same.
(d) The Releasing Parties have against any read the foregoing release, fully understand the legal consequences thereof and have had the opportunity to obtain the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release.
(e) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or suspect to exist in Releasing Party’s favor at the time of executing this Agreement, regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party’s decision to enter into this Agreement.
(f) Each Releasing Party warrants and represents that he or it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Parties forClaims released hereby and that he or it has not heretofore voluntarily, upon by operation of law or by reason of otherwise, assigned or transferred or purported to assign or transfer to any factperson or entity any such claim or any portion thereof. If any Releasing Party shall have assigned or transferred, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up purported to and including the date of Employee’s execution of this Release Agreement, including, without limitationassign or transfer, any Released Claim released by this release, then such Releasing Party shall indemnify the Lender Parties and hold the Lender Parties harmless from and against any loss, cost, claim 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, expense including but not limited toto all costs related to the defense of any action, Title VII including reasonable attorneys’ fees, based upon, arising out of, or incurred as a result of any such assigned or transferred Released Claim.
(g) This release is not to be construed and does not constitute an admission of liability on the Civil Rights Actpart of Lender. This release shall constitute an absolute bar to any Released Claim of any kind, the Age Discrimination in Employment Actwhether such claim is based on contract, the Reconstruction Era Civil Rights Acttort, the California Fair Employment and Housing Actwarranty, the California Labor Codemistake or any other theory, the California Business and Professions Codewhether legal, the California constitution, and statutory or equitable. The Releasing Parties specifically agree that any claims at common law. Employee further knowingly and willingly agrees attempt to waive assert a claim barred hereby shall subject each of them to the provisions and protections of Section 1542 applicable law setting forth the remedies for the bringing of the California Civil Codegroundless, which reads: This General Release covers not only any and all frivolous or baseless 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 Employeecauses of action.
Appears in 2 contracts
Sources: Forbearance Agreement and Seventh Amendment to Secured Credit Agreement (Aditxt, Inc.), Forbearance Agreement and Eighth Amendment to Secured Credit Agreement (Aditxt, Inc.)
General Release. 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: 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
Sources: Refinancing Support Agreement (Alion Science & Technology Corp), Refinancing Support Agreement (Alion Science & Technology 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 ▇▇▇ 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: This General Release covers not only program or policy of the Company. The consideration offered in the Agreement is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims 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 lawor on behalf of the Executive. The Executive agrees that the Executive has no present or future right to employment with the Company or any of the other Released Parties.
(b) The Executive expressly represents and warrants that the Executive is the sole owner of the actual and alleged claims, it also covers any claim for damages demands, rights, causes of action and other matters that are released herein; that the same have not been transferred or reinstatement asserted on Employee’s behalf by assigned or caused to be transferred or assigned to any other person person, firm, corporation or other legal entity; and that the Executive has the full right and power to grant, includingexecute and deliver the general release, without limitation, any government agency, undertakings 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 Employeeagreements contained herein.
Appears in 2 contracts
Sources: Severance Agreement (Federal Mogul Corp), Severance Agreement (Federal Mogul Corp)
General Release. (a) In consideration for of, among other things, Agent’s and the payments Lenders’ execution and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable delivery of the Employment this Agreement, Employee agrees to unconditionallyeach Credit Party, irrevocablyon behalf of itself and its agents, 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, assignsrepresentatives, officers, directors, managersadvisors, 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, predecessorssuccessors and assigns (collectively, successors“Releasors”), hereby forever agrees and assignscovenants not to sue or prosecute against any Releasee (as hereinafter defined) (collectively and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee 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 damages, demands, contracts, agreements, obligationsbonds, lossesbills, compensationspecialties, wagescovenants, penaltiescontroversies, liabilitiesvariances, rightstrespasses, judgments, executions, costs, expenses or claims whatsoever, 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 (collectively, now has or may claim to have the “Claims”), against any or all of the Released Lender Parties forin any capacity and their respective affiliates, upon subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or by reason in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or are otherwise in connection with: (i) any factor all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among Credit Parties, matteron the one hand, injuryand any or all of the Lender Parties, incidenton the other hand, circumstancerelating to any or all of the documents, cause transactions, actions or thing whatsoever, from omissions referenced in clause (i) hereof; provided it is understood and agreed that this Section 6 shall not release (1) any Claims based on a fact or circumstance that does not exist on or before the beginning of time up Forbearance Effective Date and (2) any Claims related to and including the date of Employee’s execution of Credit Parties’ despository banking relationship with Agent or any Lender. In entering into this Release Agreement, includingCredit Parties consulted with, without limitationand has been represented by, legal counsel and expressly disclaims any claim reliance on any representations, acts or obligation arising from or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above 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 thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations..
(b) Each Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that employmentit will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Credit Party pursuant to Section 6(a) hereof. If any Credit Party, or an alleged breach any of its successors, assigns or other legal representatives violates the foregoing covenant, each Credit Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable and documented costs and expenses in accordance with Section 10.2 of the Employment Loan 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: 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
Sources: Forbearance Agreement and Eleventh Amendment to Loan Agreement (Volta Inc.), Term Loan, Guarantee and Security Agreement (Volta 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 any such employment or service relationship and any applicable employment, compensatory or an alleged breach of equity arrangement with the Company or its affiliates; provided that such released claims shall not include any claims to enforce (a) your rights under, or with respect to, the Severance Benefits, or (b) your rights under, and with respect to, any “Accrued Amounts” (as defined in the Employment Agreement. This General Release specifically includes).
a. Notwithstanding the generality of paragraph 1 above, but is not limited tothe Released Claims include, without limitation, (i) 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 Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Reconstruction Era Civil Rights Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Fair Employment Family and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionMedical Leave Act of 1993, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) 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: This General Release covers not only any including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Further, nothing in this Agreement shall bar or impede, in any way, your ability to seek or receive any monetary award or bounty from any governmental agency or regulatory or law enforcement agency in connection with protected activity under Securities and Exchange Commission Rule 21F-17, 17 C.F.R. §240.21F-17 (“Rule 21F-17”). You understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You understand and acknowledge further that an individual who files a lawsuit for retaliation by Employee against an employer for reporting a suspected violation of law may disclose the Bank trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will you be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its subsidiaries without prior written consent of Company’s General Counsel or other officer designated by the Company.
b. THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES.
c. You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other persons and entities released than those set forth in this General Release, but, Agreement. You acknowledge that you have been given at least twenty-one (21) days to consider whether you want to sign this Agreement and that 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 Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not receive any of the Severance Benefits due to you under the Employment Agreement until such damages or reinstatementseven (7) day revocation period has passed and then, only if you have not revoked this Agreement. This General Release does not include any claims To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, you hereby acknowledge that cannot lawfully be waived or released by Employeeyour decision to execute this Agreement prior to the expiration of such twenty-one (21) day period was entirely voluntary.
Appears in 2 contracts
Sources: Employment Agreement (ZoomInfo Technologies Inc.), Employment Agreement (ZoomInfo Technologies Inc.)
General Release. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇ 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 claims at common lawfederal, state or local laws of similar effect. Employee further knowingly and willingly agrees Notwithstanding the foregoing, this General Release of Claims (the “Release”) shall not operate to waive release any Claims which the provisions and protections of undersigned may have to (a) payments or benefits under Section 1542 4 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and undersigned’s employment agreement with the Company, dated as of ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇) 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 other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages Company or reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitationits subsidiaries, any government agencyD&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, and Employee expressly waives certificate of incorporation of other similar governing document of the right to Company or its subsidiaries, (d) payments or benefits under any such damages agreement evidencing outstanding equity-based awards of the Company held by the undersigned, or reinstatement. This General Release does not include (e) any claims that canmay not lawfully be waived or released by Employeethe undersigned as a matter of law. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR 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.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 2 contracts
Sources: Employment Agreement (CarLotz, Inc.), Employment Agreement (CarLotz, Inc.)
General Release. 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 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 ▇▇▇ 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, : · any claim and all claims relating to or obligation arising from or in any way related to Employee’s my employment relationship with the Bank or the Company, Company and the termination of that either such relationship; · 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; · 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, and the Reconstruction Era Civil Rights National Labor Relations Act, as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to discrimination in employment or human rights and the 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: This General Release covers not only ; · any and all claims by Employee against the Bank and the Companyfor salary, and the other persons and entities released in this General Releasebonus, butseverance pay, to the extent permitted by applicable lawpension, it also covers any claim for damages paid time off pay, life insurance, health or reinstatement asserted on Employee’s behalf by medical insurance, or any other person fringe benefits, other than the payments and benefits provided for in the Agreement; · any and all claims arising out of any other laws and regulations relating to employment or entity, including, without limitation, employment discrimination; and · any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include any all claims that cannot lawfully be waived or released by Employeefor attorneys' fees and costs.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement
General Release. In This General Release Agreement (the “General Release”) is hereby executed and entered into by (the “Executive”) 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 Agreement, dated , (the “Agreement”), as applicable between the Executive and Rand Capital Corporation (the “Company”). The Executive, on behalf of the Employment Agreementhimself and his heirs, Employee agrees to unconditionallyexecutors, irrevocablyadministrators and assigns, hereby releases and forever fully release, waive, and discharge discharges the Bank and the Company, Company and each and all of their past, present, and future parent companies, its subsidiaries, related entitiesaffiliates and investees (the “Company Affiliated Group”), affiliates, predecessors, successors, assigns, their present and 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 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 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 Company Released Party in any capacity (the “Released Claims”). For avoidance of doubt, and without limiting the broad nature of the Released Claims, this General Release releases the Company Released Parties forfrom any and all claims: (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, upon or by reason the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any 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 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 ActAct of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), the Older Worker Benefit Protection Act, Articles 5, 6, 7, and 19 of the Reconstruction Era Civil Rights ActNew York Labor Law (N.Y. Labor Law §§ 160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the New York Workers’ Compensation Law, the California Fair Employment and Housing ActNew York Human Rights Law (N.Y. Executive Law §§ 290 to 301), Article 23-A of the California Labor Code, the California Business and Professions Code, the California constitutionNew York State Corrections Law, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) claims at common law. Employee further knowingly under which may be legally waived and willingly agrees to waive the provisions released, and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against under any whistleblower laws or whistleblower provisions of other laws. The Executive further affirms that as of the Bank and the Company, and the other persons and entities released in date of this General ReleaseRelease he has been paid and/or received all leave (paid or unpaid), butcompensation, wages, bonuses, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, and/or benefits are due to him, except as provided in the 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 reinstatementChange in Control Agreement. This General Release does The Released Claims do not include any claims claim: (a) that arises exclusively after the date Executive executes this Agreement; (b) to vested or accrued rights under any of Company’s employee benefit or compensation plans; (c) that cannot lawfully be waived released under law, such as claims for statutory unemployment benefits or released by Employeeworkers’ compensation benefits; or (d) for indemnification as a former officer or director of the Company.
Appears in 2 contracts
Sources: Change in Control Agreement (Rand Capital Corp), Change in Control Agreement (Rand Capital Corp)
General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b)You release, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocablyrelinquish, 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 give up any and all claims, actions, suits and 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 which you may have or unforeseen, which Employee ever had, now has or may claim to have hold against any or all of the Released Inovalon Parties forin any way arising out of, upon relating to, or by reason resulting from: (a) your employment with any of the Inovalon Parties or the termination thereof; (b) any fact, matterstatement, injuryor conduct made or occurring prior to the execution of this Agreement by you; (c) any employment or business custom, incidentpractice, circumstanceor policy of any of the Inovalon Parties; or (d) any conduct or decision of any of the Inovalon Parties which in any way affected you, cause or thing whatsoever, from the beginning of time discussions leading up to and/or culminating in this Agreement, or your rights, if any, to any benefit due you under any pension plan based upon your service with the Company through the Termination Date. This is a general release of all claims and including you knowingly and voluntarily release and forever discharge Company, and its affiliates, subsidiaries, divisions, and related companies, and its and their present, former, and future successors and assignees, and all of its and their current, former, and future owners, officers, stockholders, employees, officers, attorneys, accountants, directors, assigns, and agents thereof, both individually and in their representative capacities, and insurers, Company employee benefit plans, programs, arrangements and their administrators, functionaries and fiduciaries (collectively, the “Inovalon Parties”), of any and from any and all claims, known and unknown, asserted and unasserted, foreseeable and unforeseeable which against the Inovalon Parties, you, your heirs, executors, administrators, successors, and assigns have or may have as of the date of Employee’s the execution of this Release AgreementAgreement by you, 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, including but is not limited to, any claim for discrimination or alleged violation of any statutesof: the National Labor Relations Act, rules, regulations or ordinances, whether federal, state or local, including, but not limited to, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act, as amended; the Age Discrimination in Employment Act, as amended; the Reconstruction Era Civil Occupational Safety and Health Act of 1990, as amended; the Maryland Occupational Safety and Health Laws, as amended; the Maryland Equal Pay Law, as amended; the Maryland Human Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, as amended; and any claims at other federal, state or local civil or human rights law or any other federal, state or local law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegations for compensation, damages, costs, fees, or other expenses, including attorneys’ fees incurred in these matters. Employee further knowingly and willingly agrees This general release may not be construed to waive the provisions and protections of Section 1542 of the California Civil Codeany right that is not subject to waiver by private agreement, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other person or entity, including, including without limitation, any government agency, and Employee expressly waives the right to any such damages claims arising under state unemployment insurance or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeworkers compensation laws.
Appears in 1 contract
Sources: Executive Separation Agreement and Release (Inovalon Holdings, Inc.)
General Release. In consideration Employee understands and agrees that, by signing this Agreement, in exchange for the payments and benefits specified Severance Payment that Employee will receive under Paragraph 4 in Section 6.2(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees to unconditionallyis irrevocably and unconditionally waiving, irrevocablyreleasing and forever discharging, and forever fully release, waive, promising not to sue the Company and discharge the Bank and each of the Company’s past and present owners, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliatesshareholders, predecessors, successors, assigns, officersagents, directors, managersofficers, employees, members, shareholders, owners, representatives, attorneys, insurersdivisions, reinsurerssubsidiaries, and agents franchisees, affiliates (and the past, present, and future officersagents, directors, managersofficers, employees, membersrepresentatives and attorneys of such divisions, shareholders, owners, representatives, attorneys, insurers, reinsurerssubsidiaries and affiliates), and agents all persons acting by, under or in concert with any of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successorsthem (collectively “Releasees”), and assigns) (collectively the “Released Parties”) each of them, from and against any and all claims, wages, demands, actions, class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, suitscharges, demands, contracts, agreementsgrievances, obligations, lossesdebts, compensationcosts, wagesexpenses, penalties, liabilitiesattorneys’ fees, rightsdamages, judgments, orders and damages liabilities of any kind or nature whatsoeverkind, whether known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever hadand whether or not concealed or hidden, now has or may claim to have against any or all arising out 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 connected with Employee’s employment relationship with, or the termination of Employee’s employment with, any of the Released Parties, including but in no way limited to, any act or omission committed or omitted prior to the date of execution of this Agreement. This general release of claims includes, but is in no way limited to, any and all wage and hour claims, claims for wrongful discharge, breach of contract, violation of public policy, tort, or violation of any statute, constitution or regulation, including but not limited to any violation of Title VII of the Civil Rights Act of 1964, as amended; Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Americans with Disabilities Act, as amended; the Family and Medical Leave Act, as amended; the Fair Labor Standards Act, as amended; Employee Retirement Income Security Act of 1974, as amended; 42 U.S.C. Section 1981; the Older Workers Benefit Protection Act; the Civil Rights Act of 1866, 1871, 1964, and 1991; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Vietnam Veteran’s Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; the Immigration Reform and Control Act of 1986, as amended; the New York Human Rights Law; the Worker Adjustment and Retraining Notification (“WARN”) Act of 1988, as amended; the New York State WARN Act, as amended; the New York State Human Rights Law, as amended; the New York City Administrative Code (including the New York City Human Rights Law), as amended; the New York State Labor Law, as amended; the New York State Paid Family Leave Law; the New York City Earned Safe and Sick Time Act; the Genetic Information Nondiscrimination Act of 2008, as amended; and/or any other alleged violations of any federal, state or local law, regulation or ordinance, and/or contract, including without limitation, tort law or public policy claims, having any bearing whatsoever on Employee’s employment by and the termination of 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: 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 wrongful discharge, back pay, vacation pay, sick pay, wage, commission or reinstatement asserted on bonus payment, attorneys’ fees, costs, and/or future wage loss. The foregoing release does not extend to 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 (i) raise claims under the ADEA that may arise after the date Employee signs this Agreement; or reinstatement. This General Release does not include any (ii) claims that cannot lawfully be waived for breach or released by Employee.enforceability of this Agreement;
Appears in 1 contract
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (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 ▇▇▇▇▇ 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 excepting only:
(a) rights of the California Civil CodeExecutive under the Separation Agreement;
(b) the right of the Executive to receive benefits required to be provided in accordance with applicable law;
(c) rights to indemnification the Executive may have (i) under applicable corporate law, which reads: This General Release covers not only (ii) under the by-laws or certificate of incorporation of the Company or any of its affiliates or (iii) as an insured under any director’s and all officer’s liability insurance policy now or previously in force;
(d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group, excluding severance pay or termination benefits except as provided in the Separation Agreement;
(e) the right of the Executive in respect of the Common Units owned by Employee against the Bank Executive and Retained Operating Units (as these terms are defined under the Company, and Separation Agreement); and
(f) claims for the other persons and entities released in this General Release, but, reimbursement of unreimbursed business expenses incurred prior to the extent permitted by date of termination pursuant to 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 policy 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 EmployeeCompany Affiliated Group.
Appears in 1 contract
General Release. In consideration You understand that by signing this Agreement, you are agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other agents for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), any reason whatsoever based on anything that has occurred as applicable of the Employment date you sign this Agreement.
a. On behalf of yourself and your heirs and assigns, Employee agrees to unconditionally, irrevocably, you hereby generally release and forever fully release, waive, and discharge the Bank and “Releasees” hereunder, consisting of the Company, and each and all of their pastits owners, present, and future parent companies, subsidiaries, related entitiesshareholders, affiliates, divisions, predecessors, successors, assigns, officersagents, directors, managersofficers, partners, employees, members, shareholders, owners, representatives, attorneys, attorneys and 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, lossesliability, compensationclaims, wagesdemands, penaltiesdamages, liabilitiesloss, rightscost or expense, and damages of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called “Claims”), which Employee ever had, you now has have 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, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up to and including the date of Employee’s execution of this Release Agreementhereof, including, without limitationlimiting the generality of the foregoing, any claim Claims arising out of, based upon, or obligation arising from or in any way related relating to Employee’s employment with the Bank or the Companyyour hire, the termination of that employment, remuneration or an alleged breach resignation by the Releasees, or any of the Employment Agreement. This General Release specifically includesthem, but is not limited to, including 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 Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Fair Labor Standards Act, as amended; the Reconstruction Era Civil Rights Employee Retirement Income Security Act, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and/or any other waiveable local, state or federal law governing discrimination in employment, the California Business payment of wages and Professions Codeemployment benefits, and all claims for attorneys’ fees costs and expenses. Notwithstanding the generality of the foregoing, you do NOT release the following claims:
i. Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law
ii. Claims for workers’ compensation insurance benefits under the terms of any workers’ compensation insurance policy or fund of the Company, though you acknowledge that you did not suffer any workplace or work-related injury during the term of your employment that you have not already reported to the Company;
iii. Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
iv. Claims to any benefit entitlements vested as of the date of your employment termination, pursuant to written terms of any Company employee benefit plan;
v. Claims for statutory indemnity;
vi. The right to file a charge with or report a claim or concern to the National Labor Relations Board, Equal Employment Opportunity Commission, Securities and Exchange Commission, the California constitutionOccupational Safety and Health Administration and other similar government agencies. However, and you agree that with respect to any non-waiveable Claims brought before any government agency, you waive your right (if any) to any monetary or other recovery should any government agency or other third party pursue any claims at common lawon your behalf, either individually, or as part of any collective action;
vii. Employee further knowingly and willingly agrees Claims to waive enforce this Agreement;
viii. The right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the provisions and protections of Section 1542 part of the California Civil CodeCompany or its agents or employees, which readsif you have been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature; and
ix. Claims that may not be released, waived or compromised by private agreement.
b. YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISION OF CALIFORNIA CIVIL CODE SECTION 1542, OR COMPARABLE APPLICABLE STATE STATUTE, WHICH PROVIDES AS FOLLOWS: This General Release covers not only 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. BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
c. In accordance with the Older Workers Benefit Protection Act of 1990, you should be aware of the following:
i. You have the right to consult with an attorney and are hereby advised in writing to consult with an attorney of your choice prior to signing this Agreement;
ii. You are, through this Agreement, releasing the Releasees from any and all claims by Employee you may have against them, including but not limited to claims for age discrimination under the Bank Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.);
iii. You understand that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.), that may arise after the date this Agreement is signed, are not waived;
iv. You have the opportunity of a full twenty-one (21) days from the date of this Agreement, or the day you were presented with this Agreement, whichever is later, to consider this Agreement before signing it, and if you have not availed yourself of that full time period, you have failed to do so knowingly and voluntarily; and
v. You have seven (7) days after signing this Agreement to communicate in writing any revocation of this Agreement to the Sr. Vice President of Human Resources of 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 agencyreceipt within seven (7) days of acceptance, and Employee expressly waives this Agreement will not be effective, and you will not receive any of the right to any such damages or reinstatement. This General Release does not include any claims Separation Benefits, until that cannot lawfully be waived or released by Employeerevocation period has expired.
Appears in 1 contract
Sources: Separation Agreement (NetApp, 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 undertakings of the Bank and the Company, as contained in this Agreement, Executive, on behalf of himself and each his heirs, executors, administrators, successors and all assigns (collectively, for purposes of their pastthis Section 4, present“Executive”) irrevocably and unconditionally releases the Company and the Bank, and current, past and future parent companiesparents, subsidiaries, related entitiesdivisions and affiliates of the Company and the Bank, affiliates, predecessors, successors, assignsand each of their directors, officers, directors, managers, employees, members, shareholders, ownersprincipals, representativesagents, attorneysindependent contractors, benefit plans, insurers, reinsurersand re-insurers, and agents each of their heirs, successors and assigns (collectively, “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 claims, actionspromises, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rightsdamages, and damages actions of any kind nature, whether in tort, contract, by statute, or nature whatsoeveron any other basis, whether in law or in equity, whether known or unknown, foreseen or unforeseen(collectively, “Claims”), which Employee ever had, now has or Executive 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 them arising prior to and including the date of Employee’s execution of this Release Agreement, including, without limitation, any claim or obligation arising from or . Without in any way related to Employeelimiting the foregoing general release, this release includes all Claims arising out of Executive’s employment with the Bank or Company and the CompanyBank, including the terms, conditions, and termination of that employmenthis employment with the Company and the Bank, or an alleged including Claims for breach of the Employment Agreement. This General Release specifically includesexpress or implied contract, but is not limited towrongful termination, any claim for discrimination constructive termination, retaliation, whistleblowing, discrimination, harassment, hostile working environment, abusive discharge, denial of or interference with leave, defamation, invasion of privacy, violation of any statutespublic policy, rulesinterference with contractual relationships, regulations and intentional or ordinancesnegligent infliction of emotional distress, whether federal, state or local, including, but not limited toas well as Claims under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Discrimination in Employment Rehabilitation Act, the Reconstruction Era Family and Medical Leave Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Employee Retirement Income Security Act, the Genetic Information Nondiscrimination Act, the Health Insurance Portability and Accountability Act, the Occupational Safety and Health Act, the Equal Pay Act, the Uniformed Services Employment and Re-employment Act, the False Claims Act, the Consolidated Omnibus Budget Reconciliation Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the Electronic Communications Privacy Act (including the Stored Communications Act), the Maryland Civil Rights Act, the California Fair Employment Maryland Wage Payment and Housing Collection Law, Maryland Occupational Safety and Health Act, the California Labor CodeMaryland Collective Bargaining Law, as well as any Claims under any other federal, state or local statute, ordinance, order or regulation governing the California Business rights of employees and Professions Codeemployers. Without in any way limiting the foregoing general release, the California constitutionthis release also includes all claims for compensatory damages, punitive damages, attorney’s fees, salary, bonuses, incentive payments, deferred compensation, and any claims at common payments described in the Employment Agreement, Non-Compete Agreement, or other monies due. Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, Executive agrees not to permit, authorize, initiate, join or continue any lawsuit, administrative charges or complaints, arbitrations or proceedings (collectively, “Proceedings”) against any of the Releasees based in whole or in part on any Claim covered by this release. Notwithstanding the generality of the foregoing Release, nothing herein constitutes a release or waiver by Executive of, or prevents Executive from making or asserting: (i) any claim or right Executive may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA); (ii) any claim or right Executive may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to vested benefits under the written terms of a qualified defined benefit or defined contribution Executive pension plan, non-qualified deferred compensation plan or equity incentive plan in which Executive participated in as of his Termination Date; (iv) any claim for indemnity under the Company’s certificate of incorporation and bylaws or to coverage under any directors’ and officers’ insurance policies; (v) any medical claim incurred during Executive’s employment that is payable under applicable medical plans or an employer-insured liability plan; (vi) any claim or right that may arise after the Effective Date as defined in Section 10 of this Agreement; or (vii) any claim or right that is not otherwise able to be waived under applicable law. Employee further knowingly and willingly agrees In addition, nothing herein shall prevent Executive from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state fair employment practices agency or interfere with Executive’s ability to waive participate in any investigation or proceeding conducted by such agency; provided, however, that Executive hereby waives any right to recover monetary damages or any other form of personal relief from the provisions and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, Releasees to the extent permitted by applicable lawany such charge, complaint, investigation or proceeding asserts a claim subject to the release in this Agreement. Executive represents and warrants that to the extent it also covers is determined that any claim for damages aspect or reinstatement asserted on Employee’s behalf by portion of this Agreement, including any aspect or portion of the release in this Agreement, requires the approval of any court, agency or other person or entitybody to be effective, including, without limitation, any government agencythat he will cooperate reasonably with the Company to secure that approval, and Employee expressly waives the right to if requested will join in and support any such damages or reinstatementrequest for approval. This General Release does not include any claims The Parties agree that cannot lawfully be waived or released Section 11(f) will apply to the cooperation required by Employeethis Section.
Appears in 1 contract
General Release. In consideration for Excepting only obligations to be performed by the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of Company Parties under the Employment Agreement, Employee agrees to unconditionally, irrevocablythe Option Agreements and the Retirement Plans, and forever fully releaseto the maximum extent permitted by applicable law, waiveRutl▇▇▇▇, ▇▇ behalf of himself and discharge the Bank his heirs, administrators, executors and the Companyassigns, and each of them, shall and all does hereby forever relieve, release and discharge each of the Company Entities and the past and present parent, subsidiary and affiliated corporations, partnerships, joint ventures, limited liability companies or other entities of any of the Company Entities, as well as their pastrespective owners, presentshareholders, and future parent companiespartners, subsidiaries, related entities, affiliates, predecessors, successors, assignsjoint venturers, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directors, managersagents, employees, members, shareholders, owners, attorneys and representatives, attorneyspast or present, insurersas well as the heirs, reinsurersadministrators, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessorsexecutors, successors, predecessors and assignsassigns of any of the foregoing (all of the foregoing, collectively, the "Company Entity Releasees"), from any and all causes of action, actions, judgments, liens, acts, promises, agreements, debts, indebtedness, obligations, damages, losses, claims, liabilities, demands, costs and expenses (including without limitation attorneys' fees) of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, fixed or contingent, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity or any arbitrator, whether statutory or administrative or common law, heretofore or hereafter arising out of, connected with or incidental to any dealings between the parties prior to the date of this Agreement or any other fact or matter existing prior to the date of execution of this Attachment (collectively all of the “Released Parties”) from and against foregoing, "Claims"), including without limitation on the generality of the foregoing, any and all claims, actions, demands or causes of actionaction attributable to, suitsconnected with, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages or incidental to (i) the employment of Rutl▇▇▇▇ ▇▇ any of the Company Parties or Rutl▇▇▇▇'▇ ▇▇▇tus as an officer or director 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 forCompany Parties, upon or by reason (ii) the separation of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to that employment 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 employmentstatus, (iii) any of the Rutl▇▇▇▇ ▇▇▇eements, or an alleged breach (iv) any dealings between the parties concerning any of the Employment Agreementforegoing matters. This General Release specifically includes, but release is not limited to, intended to apply to (1) any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether claims arising from federal, state or locallocal laws including those which prohibit discrimination on the basis of race, includingnational origin, but not limited tosex, Title VII religion, age, marital status, pregnancy, handicap, perceived handicap, ancestry, sexual orientation, family or personal leave or any other form of discrimination, (2) any common law claims of any kind whatever (including without limitation any contract, tort, and property rights claims such as breach of contract, breach of the Civil Rights Actimplied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, breach of privacy, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium, breach of fiduciary duty, violation of public policy and any other common law claim of any kind whatever), (3) any claims for severance pay, sick leave, family leave, vacation, life insurance, bonuses, incentive compensation, health insurance, disability or medical insurance or any other fringe benefit or compensation, (4) any claims under laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the workplace, (5) all rights and claims arising under the Employee Retirement Income Security Act of 1974 ("ERISA"), or pertaining to ERISA regulated benefits, and (6) as set forth in Paragraph 1.b below, all rights and claims arising under the federal 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: 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
General Release. In consideration (I) Effective as of the Effective Time, each Stockholder, for itself and its past, present and future members, stockholders or other equity owners, trustees, beneficiaries, direct and indirect subsidiaries, affiliates and its and their respective successors and assigns and any other Person (natural or otherwise) acting or purporting to act on behalf of any of the payments and benefits specified in Section 6.2(a) or Section 6.2(bforegoing, (as to the Stockholder, collectively, “Stockholder Releasers”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully does hereby release, waive, and forever discharge the Bank and the Company, Parent, Merger Sub and each and all of their respective past, present, present and future parent companiesstockholders, interest holders, members, partners, agents, subsidiaries, related entitiesparents, affiliates, predecessorsrelated organizations, successors, assignsemployees, officers, directors, managersattorneys, employeesadministrators, membersplans, shareholders, owners, representatives, attorneysplan administrators, insurers, reinsurerssuccessors and assigns (collectively, the “Company Releasees”) from, and agents (and the pastdoes fully waive any obligation of Company Releasees to Stockholder Releasers for, 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 claimsliability, actions, charges, causes of action, suits, demands, contractsdamages, agreementsor claims for relief, obligationsremuneration, lossessums of money, compensationaccounts or expenses (including, wagesbut not limited to, penalties, liabilities, rights, attorneys’ fees and damages costs) of any kind or nature whatsoever, whether known or unknown, foreseen contingent or unforeseenabsolute, which Employee ever hadheretofore has been or which hereafter may be suffered or sustained, now has directly or may claim to have against indirectly, by Stockholder Releasers in consequence of, arising out of, or in any or all way relating to: (a) the ownership of the Released Parties for, upon or by reason such Stockholder of any fact, matter, injury, incident, circumstance, cause ownership interests in the Company or thing whatsoever, from the beginning of time up its subsidiaries; (b) any events occurring on or prior to and including the date of Employeethis letter agreement; and (c) transactions between (i) such Stockholder and (ii) any of the Company Releasees occurring prior to such Stockholder’s execution of this Release letter agreement. This release and waiver does not apply to: (i) any liability or obligation with respect to such Stockholder’s right to receive any of the Common Stock Consideration or the Preferred Stock Consideration; (ii) any rights to enforce the terms of this letter agreement or the Merger Agreement or other documents entered into in connection therewith, (iii) any agreement entered into after the date hereof, (iv) any right to indemnification now existing under the charter or bylaws of the Company or under or pursuant to any contract or agreement in existence prior to the date hereof, including without limitation any director indemnification agreement to which a Stockholder is a party and the Merger Agreement, (v) any claims arising from events occurring after the date such Stockholder executes this letter agreement and (vi) any obligation under any agreement in effect prior to the date of the Merger Agreement between the Company or a Company Subsidiary, on the one hand, and a Stockholder Releaser, on the other hand, which obligation (A) will begin accruing from and after the Effective Time, or (B) has accrued thereunder as of the Effective Time, but pursuant to the terms of such agreement is payable after the Effective Time, including, without limitation, any claim employment agreement, severance agreement, change of control agreement or obligation arising from lease, which agreement was made available (as defined in the Merger Agreement) to Parent prior to the date of the Merger Agreement.
(II) Effective as of the Effective Time, each of the Company and Parent, for itself and its past, present and future members, stockholders or in other equity owners, trustees, beneficiaries, direct and indirect subsidiaries, affiliates and its and their respective successors and assigns and any way other Person (natural or otherwise) acting or purporting to act on behalf of any of the foregoing, (collectively, “Company Releasers”), does hereby release, waive, and forever discharge each Stockholder and each of their respective past, present and future stockholders, interest holders, members, partners, agents, subsidiaries, parents, affiliates, related to Employee’s employment with the Bank or the Companyorganizations, employees, officers, directors, attorneys, administrators, plans, plan administrators, insurers, successors and assigns (collectively, the termination “Stockholder Releasees”) from, and does fully waive any obligation of that employmentStockholder Releasees to Company Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or an alleged breach claims for relief, remuneration, sums of the Employment Agreement. This General Release specifically includesmoney, but is not limited to, any claim for discrimination accounts or violation of any statutes, rules, regulations or ordinances, whether federal, state or local, expenses (including, but not limited to, Title VII attorneys’ fees and costs) of any kind whatsoever, whether known or unknown, contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Company Releasers in consequence of, arising out of, or in any way relating to: (a) any events occurring on or prior to the date of this letter agreement; and (b) transactions between (i) any Company Releaser and (ii) such Stockholder occurring prior to execution of this letter agreement. This release and waiver does not apply to: (i) any rights to enforce the terms of this letter agreement or the Merger Agreement or other documents entered into in connection therewith, (ii) any agreement entered into after the date hereof, (iii) any claims arising from events occurring after the date the Company and Parent execute this letter agreement and (iv) any claims arising from the gross negligence or willful malfeasance of such Stockholder Releasee in his or her capacity as a director, officer and/or employee 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: 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 Company 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 Employeea Company Subsidiary.
Appears in 1 contract
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 ▇▇▇ 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: 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 EmployeeObligations.
Appears in 1 contract
Sources: Forbearance Agreement (Wornick CO)
General Release. In consideration for the payments Separation Payments and benefits specified Benefits outlined in Section 6.2(a4(a) or Section 6.2(b), as applicable of the Employment this Agreement, Employee agrees to unconditionallywhich Executive is not otherwise entitled, irrevocablyExecutive, and forever fully releaseanyone claiming through Executive or on Executive’s behalf, waive, hereby generally and discharge the Bank completely releases and the Company, and waives each and all of their every past, present, and future parent parent, division, subsidiary, partnership, owner, trustee, fiduciary, administrator, member, shareholder, investor, associate, affiliate, predecessor, successor and related company, and all of their current or former agents, officers, directors, partners, representatives, attorneys, contractors, insurance companies, subsidiaries, related entities, affiliates, predecessorsadministrators, successors, assigns, officers, directors, managers, current and former employees, members, shareholders, owners, representatives, attorneysplan administrators, insurers, reinsurersand any other persons acting by, and agents (and through, under, or in concert with any of the pastpersons or entities listed in this subsection, 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, the predecessors, successors, and assigns) assigns of each entity listed above, and each of them (collectively the “Released Parties”) ), from and against any and all claims, actionsrights, debts, liabilities, demands, causes of action, suits, demands, contracts, agreements, obligations, lossesand damages, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen suspected or unforeseenunsuspected, which Employee ever had, now has arising as of or may claim 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 EmployeeExecutive’s execution of signature to this Release Agreement, includingunder federal, without limitationstate, any claim local, or obligation arising from or common law, including but not limited to claims in any way related to EmployeeExecutive’s employment with the Bank or the CompanyReleased Parties, Executive’s separation from employment, the termination terms and conditions of that Executive’s employment, or an alleged any claims for breach of the Employment Agreement. This General Release specifically includescontract (express, but is not limited to, any claim for discrimination implied or violation of any statutes, rules, regulations or ordinances, whether federal, state or localotherwise), including, but not limited to, any payments or benefits under any severance plan, stock option plan, or equity plan; all claims under the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination in In Employment Act, the Reconstruction Era Civil Rights Older Workers Benefit Protection Act, and/or the California Fair Employment and Housing Actlaws prohibiting discrimination, the California Labor Codeharassment, the California Business and Professions Code, the California constitutionand/or retaliation in any state in which you are employed, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions all federal, state, and protections of Section 1542 of the California Civil Codelocal employment laws, which reads: This General Release covers not only as well as any and all claims by Employee against the Bank and the Companycommon law tort or contract theories under federal, 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 state 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 Employeelocal laws (“Released Claims”).
Appears in 1 contract
Sources: Separation and General Release Agreement (Aprea Therapeutics, Inc.)
General Release. (i) In further consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(b--------------- consummation of the transactions contemplated hereby, effective at the time of the Closing (the "Effective Time"), as applicable the Company on behalf of the Employment Agreementitself and its heirs, Employee agrees to unconditionallyexecutors, irrevocablyadministrators, and forever fully releasedevisees, waivetrustees, and discharge the Bank and the Companypartners, and each and all of their pastdirectors, presentofficers, and future parent companiesshareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, related entitiesattorneys, affiliates, predecessorsaccountants, successors, assignssuccessors-in-interest and assignees (collectively, officersthe "Company Releasing Persons"), directorshereby waives and releases, managersto the fullest extent permitted by law, employeesbut subject to Section 11(q)(ii) below, 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, rights and 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 unknownunknown (collectively, foreseen or unforeseenthe "Company Claims"), which Employee ever had, now has or may claim to have against that any or all of the Company Releasing Persons had or currently has against (I) the Investors, (II) any of the Investors' respective current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Investors' or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Investor 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 AgreementPersons"), including, without limitation, any Company Claims arising out of or relating to the Released Documents (other than arising out of or relating to the Transaction Documents).
(ii) The Company and each of the Investors acknowledges that the release set forth in Section 11(q)(i) above does not affect any claim which any Investor Releasing Person may have under or obligation arising relating to (I) Section 8 or Section 9(p) of the Securities Purchase Agreement, (II) Section 6 or Section 7 of the Old Registration Rights Agreement, (III) the Old Registration Rights Agreement, only as it relates to the time period from the date hereof until the end of the Registration Period (as defined in the Old Registration Rights Agreement), (IV) the Old Certificate of Amendment, only as it relates to conversions of the Old Preferred Shares on or in any way related to Employee’s employment with after the Bank date hereof, or (V) the Transaction Documents or the Company, the termination Exchange Certificate of that employment, or an alleged breach of the Employment AgreementAmendment. 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: 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
Sources: Exchange, Redemption and Conversion Agreement (Netplex Group Inc)
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: 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
Sources: Retirement and Consulting Agreement (Spirit AeroSystems Holdings, Inc.)
General Release. a. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(bto be provided to Executive pursuant to Sections 5(a)(i)(B), as applicable 5(a)(i)(C), 5(a)(ii) and 5(a)(iii) of the Employment CIC Continuity Agreement, Employee agrees Executive, for herself and for Executive’s heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to unconditionallycollectively as “Releasors”), irrevocably, forever releases and forever fully release, waive, discharges the Company and discharge the Bank and the Company, and each and all of their its past, present, present and future parent companiesentities, subsidiaries, divisions, affiliates and related business entities, affiliatessuccessors and assigns, predecessorsassets, successorsemployee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), assignsand any of its or their respective past, present and/or future directors, officers, directorsfiduciaries, managersagents, trustees, administrators, 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, attorneys and assigns) , acting on behalf of the Company or in connection with Company business (collectively collectively, the “Released PartiesCompany Entities”) from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, fees 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 or unforeseen, which Employee Executive ever had, now has have, or may claim to have against any or all of the Released Parties for, upon or Company Entities by reason of any factact, matteromission, injurytransaction, incidentpractice, circumstanceplan, cause policy, procedure, conduct, occurrence, or thing whatsoever, from other matter related to Executive’s employment or the beginning of time termination thereof up to and including the date on which Executive signs this Release.
b. Without limiting the generality of Employee’s execution of the foregoing, this Release Agreementis intended to and shall release the Company Entities from any and all claims, includingwhether known or unknown, without limitationwhich Releasors ever had, any claim now have, or obligation may have against the Company Entities arising from or in any way related to Employeeout of Executive’s employment with the Bank or the Company, the termination of and/or Executive’s separation from 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, any claim under: (i) the Age Discrimination in Employment Act, as amended by the Reconstruction Era Older Workers Benefit Protection Act, (ii) Title VII of the Civil Rights Act of 1964 or under the Civil Rights Act of 1991, (iii) the Americans with Disabilities Act; (iv) the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), (v) the Family and Medical Leave Act, (vi) 42 USC §§ 1981-86, (vii) the Equal Pay Act, (viii) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, (ix) Section 922 of the ▇▇▇▇-▇▇▇▇▇ Act, (x) the Federal False Claims Act, the California Fair Employment New York State Human Rights Law; (xi) the New York City Administrative Code; (xii) the New York Labor Law; (xiii) the New York Minimum Wage Act; (xiv) the statutory provisions regarding retaliation/discrimination under the New York Worker’s Compensation Law; and Housing (xv) the New York City Earned Sick Time Act, as all of those statutes may have been amended. Without limiting the California Labor Codegenerality of the foregoing, this Release is also intended to and shall release the Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities, whether based on federal, state, or local law, statutory or decisional, arising out of Executive’s employment, the California Business termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, any claims for wrongful or retaliatory discharge, breach of contract (express, implied or otherwise), breach of the covenant of good faith and Professions Codefair dealing, detrimental reliance, interference with contractual relations or any prospective business advantage, defamation, slander or libel, invasion of privacy, intentional and negligent infliction of emotional distress, false imprisonment, compensatory or punitive damages, any claims for attorneys’ fees, costs, disbursements and/or the California constitutionlike, any claims for wages, bonuses, or other benefits, and any claims at common lawfor negligence or intentional tort, arising up to and including the date on which Executive signs this Release.
c. Nothing in this Release prevents Executive from providing truthful information to any governmental entity, nor does it interfere with Executive’s right to file a charge with or participate in any investigation or proceeding conducted by the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission or a state or local fair employment practices agency. Employee further knowingly Nevertheless, Executive acknowledges and willingly agrees that Executive hereby waives any right to waive seek or to share in any relief, monetary or otherwise, relating to any claim released herein whether such claim was initiated by Executive or not. In addition, nothing in this Release shall impair Executive’s right under the whistleblower provisions and protections of Section 1542 any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for the information provided to any government authority under such law or regulation.
d. Notwithstanding the foregoing, this Release shall not release the Company from: (i) any obligations under the CIC Continuity Agreement or Executive’s right to enforce the terms of the California Civil CodeCIC Continuity Agreement; (ii) any obligations regarding any rights of Executive as a current or former officer, which reads: This General Release covers not only any and all claims by Employee against director or employee of the Bank and Company or its affiliates to indemnification under the terms of the CIC Continuity Agreement, the Company’s bylaws or charter or any insurance policy or other agreement under which Executive is entitled to indemnification or directors’ and officers’ liability coverage; (iii) any claims or causes of action that cannot legally be waived, and the other persons and entities released in this General Releaseincluding, butbut 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 entityearned but unpaid wages, includingworkers’ compensation benefits, without limitation, any government agencyunemployment benefits, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include vested 401(k) benefits; (iv) any claims that canmay arise in the future from events or actions occurring after the date on which Executive signs this Release; and (v) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this Release, Executive represents that Executive has not lawfully be waived commenced or released by Employeejoined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Entities arising out of or relating to any of the matters set forth in this paragraph.
Appears in 1 contract
Sources: Change in Control Continuity Agreement (Capri Holdings LTD)
General Release. In consideration for the payments severance benefits payable or available to me under the terms of the General Executive Severance Plan and benefits specified in Section 6.2(a) or Section 6.2(bK▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇’ letter to me dated February 28, 2006 (hereinafter referred to as the “letter agreement”), as applicable I, on behalf of the Employment Agreementmyself and my heirs, Employee agrees to unconditionallyexecutors, irrevocablyadministrators, attorneys and assigns, hereby waive, release and forever fully release, waive, and discharge FEDERAL SIGNAL CORPORATION (hereinafter referred to as the Bank “Company”) and the Company’s subsidiaries, divisions and each affiliates, whether direct or indirect, its and all of their joint ventures and joint venturers (including its and their respective directors, officers, employees, shareholders, partners and agents, past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurersfuture), and agents each of its and their respective successors and assigns (and the pasthereinafter collectively referred to as “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, known or unknown actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages claims or liabilities of any kind which have or nature whatsoever, whether known could be asserted against the Releasees arising out of or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim related to have against my employment with and/or separation from employment with the Company and/or any or all of the Released Parties for, upon or by reason of other Releasees and/or any fact, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time other occurrence up to and including the date of Employee’s execution of this Waiver and 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, including but not limited to:
(a) claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Reconstruction Era Civil Rights Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, the California Fair Employment Family and Housing Medical Leave Act, the California Labor Codeand/or any other federal, the California Business and Professions Codestate, the California constitutionmunicipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(b) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or
(c) any other claim whatsoever including, but not limited to, claims for severance pay under any voluntary or involuntary severance/separation plan, policy or program maintained by the Releasees, claims for attorney’s fees, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to my employment with and/or separation from employment with the Company and/or any of the other Releasees, but excluding claims for severance pay under the Executive General Severance Plan and the filing of an administrative charge, any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Codewhich I may make under state workers’ compensation or unemployment laws, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages or 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 and/or any claims that which by law I cannot lawfully be waived or released by Employeewaive.
Appears in 1 contract
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 excepting only:
(a) rights of the California Civil CodeExecutive under this Waiver and Release of Claims and under the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, which reads: This General Release covers not only (ii) under the by-laws or certificate of incorporation of any Corporation Released Party or (iii) as an insured under any director’s and all officer’s liability insurance policy now or previously in force;
(e) claims by Employee against (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Bank Corporation Affiliated Group and (ii) for earned but unused vacation pay through the Company, and date of termination in accordance with applicable policy of the other persons and entities released in this General Release, but, Corporation Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the extent permitted by date of termination pursuant to 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 policy 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 EmployeeCorporation Affiliated Group.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Community Health Systems Inc)
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: 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 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
Sources: Separation and Release Agreement (Wm Technology, 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 '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. BN 70487409v1 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: 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
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 Termination Benefits provided to Colabuono by PRG and the promises contained in this Separation Agreement, Employee agrees to unconditionallyColabuono, irrevocably, for himself 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, for his successors, assigns, dependents, heirs, legatees, executors, administrators, and personal and legal representatives, hereby forever irrevocably and unconditionally grants to PRG this general release, acquits, remises, and discharges PRG and its present and former officers, directors, managersstockholders, employees, members, shareholders, ownersagents, representatives, attorneys, insurers, reinsurerscorporate affiliates, 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 companiesdivisions, subsidiaries, related companies and entities, affiliatescontrolling persons, predecessors, successors, and assigns) assigns (collectively the “"Released Parties”") from and against any and all claims, actionsdemands, complaints, causes of action, suits, demandsdamages, costs, losses, debts, expenses, contracts, agreementscharges, controversies, obligations, losses, compensation, wages, penalties, liabilities, rightspromises, and damages of any kind or nature agreements whatsoever, in law or in equity, whether known or unknown, foreseen fixed or unforeseencontingent, which Employee ever had, now Colabuono has had or may claim to now have against any or all of the Released Parties for, upon arising from or by reason of connected with any fact, matter, injury, incident, circumstance, cause or thing matter 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 his employment with the Bank or the CompanyPRG, the termination of that employmentemployment or, except for the Termination Benefits or as otherwise specifically provided herein, any post-termination severance, salary, bonus, deferred compensation, stock options, stock awards, auto allowance, fringe benefits or other employee benefits for which Colabuono was eligible as an alleged breach employee, officer or director of the Employment Agreement. This General Release specifically includesPRG and any subsidiary or affiliate thereof, but is specifically excluding whatever rights Colabuono might have to indemnification or payment of expenses arising under PRG's charter or bylaws or those of any subsidiary or affiliate of PRG (collectively, the "Claims"). Such Claims shall include, but not be limited to, any claims, demands, suits or causes of action (i) in connection with any privacy right, civil rights claim, claim for discrimination emotional or violation mental distress, claims of defamation, claims for personal injury, claims for breach of contract, and claims for harassment or (ii) pursuant to any statutesfederal or state securities laws or regulations, rules, regulations or ordinances, whether federal, state state, or locallocal employment laws, includingregulations, but not limited toexecutive orders, Title VII or other requirements, including without limitation those that may relate to sex, race, or other forms of discrimination. In addition, Colabuono releases, remises, waives and discharges each of the Civil Rights ActReleased Parties of and from any claims upon which he may have a right to recover in any lawsuit brought by any other person on Colabuono's behalf or which includes Colabuono in any class. Without limiting the generality of the foregoing, Colabuono hereby acknowledges and covenants that he has knowingly relinquished and forever released any and all rights and remedies which might otherwise be available to him against any of the Released Parties under federal and state employment laws regarding his employment with PRG, including the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss. 621, et seq., the Civil Rights Act of 1964, as amended (including amendments made through the Civil Rights Act of 1991), 42 U.S.C. ss. 2000e et seq., 42 U.S.C. ss. 1981, as amended, the Americans With Disabilities Act, as amended, 42 U.S.C. ss. 12101, et seq., the Reconstruction Era Civil Rights Rehabilitation Act of 1973, as amended, 29 U.S.C. ss. 701 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. ss. 031 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et seq., the California Family and Medical Leave Act of 1993, as amended, 29 U.S.C. ss. 2601 et seq., the Fair Employment and Housing Labor Standards Act, the California Labor Codeas amended, the California Business 29 U.S.C. ss. 201 et seq., and Professions Codeall Georgia Code provisions, the California constitutionstate and federal workers' compensation laws, 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 Codefor attorneys' fees under federal, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim for damages state 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 Employeelocal laws.
Appears in 1 contract
Sources: Separation Agreement (Profit Recovery Group International Inc)
General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b)Envios De Valores La Nacional Corp., as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the Bank and the Company, its predecessor entities and each of its present and all of their past, present, former direct and future parent companiesindirect parents and partners, subsidiaries, related entitiesdivisions, affiliatesaffiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934); and their present and former partners, predecessors, successors, assignsstockholders, officers, directors, managers, employees, membersaccountants, shareholders, owners, agents and legal representatives, attorneys, insurers, reinsurers, and agents (; and the pastpredecessors, presentheirs, executors, administrators, successors and future assigns of any of the above persons or entities (“LAN”) hereby fully release and discharge Nuevo Financial Center, Inc. its predecessor entities and each of its present and former direct and indirect parents and partners, subsidiaries, divisions, affiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934); and their present and former partners, stockholders, officers, directors, managers, employees, membersaccountants, shareholdersagents and legal representatives; and the predecessors, ownersheirs, representativesexecutors, attorneysadministrators, insurers, reinsurers, successors and agents assigns of any such parent companiesof the above persons or entities (“NFC”), subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all claims, actions, causes of action, suitssuit, demandsdebts, contractsdamages, remedies, contracts (express or implied), dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, agreements, promises, judgments, obligations, lossesgrievances, compensationclaims, wagescharges, penalties, liabilities, rightscomplaints, and damages of any kind or nature demands whatsoever, whether in law or equity, known or unknown, foreseen against NFC that LAN may now have or unforeseenhereafter can, which Employee ever had, now has shall or may claim to have against any or all of the Released Parties for, upon or by reason of any fact, matter, injurycause, incidentor thing, circumstanceunder any federal, cause state, city, or thing whatsoeverlocal laws, rules, regulations or guidelines but based solely upon conduct occurring from the beginning of time the world, up to and including the date of EmployeeLAN’s delivery of this General Release to NFC. LAN will not institute or be represented in, and will not submit or file, or authorize the submission of filing on its behalf of, any lawsuit, claim, charge, complaint or other proceeding against NFC based on conduct occurring up to and including the date of NFC’s execution of this Release the Confidential Settlement Agreement, includingSecurity Agreement and General Release (the “Agreement”). LAN shall not seek or accept any award or settlement from any such source or proceeding. In the event LAN institutes, without limitationis a party to, or is a member of a class that institutes, any claim such action or obligation arising from proceeding, its claims shall be dismissed or in any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach class membership terminated immediately upon presentation of the Employment Agreement. This General Release specifically includes, but is not limited to, any claim for discrimination or violation Agreement in full satisfaction of any statutes, rules, regulations or ordinances, whether federal, state or localsuch claim and LAN shall immediately reimburse NFC for all monies paid by NFC to obtain such dismissal, including, but not limited to, Title VII its reasonable attorneys’ fees. Dated: New York, New York December ___, 2006 ENVIOS DE VALORES LA NACIONAL CORP. By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President THIS CERTIFIES that, for value received, ENVIOS DE VALORES LA NACIONAL CORP., a New York corporation or its assigns (the "Holder"), shall be entitled to subscribe for and purchase from NUEVO FINANCIAL CENTER, INC., a Delaware corporation (the "Corporation"), 1,507,589 shares of common stock, $.001 par value per share of the Civil Rights ActCorporation (the "Common Stock"), during the Age Discrimination “Exercise Period” (as defined in Employment ActSection 1 hereof), 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: 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, pursuant 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 subject to 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 hereof.
Appears in 1 contract
Sources: Settlement Agreement (Nuevo Financial Center, Inc.)
General Release. In exchange for good and valuable consideration for as described in Paragraph 2 (Consideration) of that certain Separation Agreement and Release (“Agreement”) entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”) and United States Steel Corporation (the payments “Company”) to which this Attachment A is attached, ▇▇▇▇▇▇▇▇ on behalf of himself 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, ownershis agents, representatives, attorneys, insurersheirs, reinsurersexecutors, administrators, survivors, trustees, beneficiaries, and agents assigns (separately and collectively, the past“Releasors”), presentof his own free will and in good faith, completely, irrevocably and future unconditionally releases and discharges forever the Company and its successors, assigns, divisions, subsidiaries, related or affiliated companies, past and present officers, directors, managersshareholders, members, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, representatives and agents of any such parent companies(separately and collectively, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesReleasees”) from and against any and all claims, actions, causes of action, suitsclaims, charges, demands, contractscosts and expenses for damages which he now has, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoevermay have hereafter, whether known or unknown, foreseen whether asserted or unforeseennot, which Employee ever hadarising out of or on account of his employment relationship with the Company, now has or may claim to have against his separation from employment with the Company, or any other transactions, occurrences, acts or all omissions or any loss, damage, or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission on the part of the Released Parties forCompany, upon committed or by reason omitted as 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 his execution and delivery of this General Release (the “General Release Execution Date”) (collectively, the “Released Claims”). The Released Claims do not include any claims arising from any acts or omissions on the part of the Company arising after his execution of this General Release Agreement, including, without limitation, and do not apply to any claim or obligation arising from or in for enforcement of any way related to Employee’s employment with the Bank or the Company, the termination of that employment, or an alleged breach terms of the Employment Agreement. This General Release specifically includesThe Released Claims include, but is are not limited to, any claim for claims of discrimination on any basis, including age, race, color, national origin, religion, sex, gender or violation of gender identity, sexual orientation, veteran’s status, whistleblower status, disability or handicap arising under any statutes, rules, regulations or ordinances, whether federal, state state, or locallocal statute, includingordinance, order or law, including but not limited toto the Age Discrimination in Employment Act (“ADEA”) as applicable, Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 and 1983 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Discrimination in Uniformed Services Employment Act, the Reconstruction Era Civil and Reemployment Rights Act, and the California Fair Employment and Housing Employee Retirement Income Security Act, the California Labor Code, the California Business and Professions Code, the California constitution, and ; any claims at common law. Employee further knowingly under the Worker Adjustment and willingly agrees to waive Retraining Notification Act; the provisions Family and protections Medical Leave Act; the Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; any claim that the Company breached any contract or promise express or implied, or any term or condition of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers employment; any claim for damages wages, benefits, bonus, severance pay or reinstatement asserted on Employee’s behalf by compensation of any kind (except as specifically provided in the Agreement); any torts or any claims for promissory estoppel; any claim of wrongful discharge, and/or any other person claims under any federal, state or entitylocal laws arising out of or related to his employment or separation from employment with the Company. It is expressly understood and agreed that the foregoing is a general release of all claims and rights against the Releasees, including, without limitation, except those claims that may not be waived as a matter of law or any government agency, claims arising from any acts or omissions on the part of the Company arising after his execution of this General Release and Employee expressly waives the right do not apply to any such damages or reinstatement. This General Release does not include claim for enforcement of any claims that cannot lawfully be waived or released by Employeeterms of the Agreement.
Appears in 1 contract
General Release. In consideration for for, among other terms, the payments Severance Pay and benefits specified in Benefits and Accelerated Vesting and the opportunity to continue his Service Relationship pursuant to Section 6.2(a) or Section 6.2(b)4, as applicable of to which the Employment AgreementExecutive acknowledges that he would otherwise not be entitled, Employee agrees to unconditionally, irrevocably, the Executive irrevocably and unconditionally releases and forever fully release, waive, and discharge the Bank and discharges the Company, and each and all of their past, present, its affiliated and future parent companies, subsidiaries, related entities, affiliates, its and their respective predecessors, successors, successors and assigns, its and their respective employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, managersstockholders, 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, reinsurersaccountants, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, each of the foregoing in their official and assigns) personal capacities (collectively referred to as the “Released PartiesReleasees”) generally from and against any and all claims, actions, causes of action, suits, demands, contractsdebts, agreementsdamages and liabilities of every name and nature, obligations, losses, compensation, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknownunknown (“Claims”) that, foreseen or unforeseenas of the date when the Executive signs this Agreement, which Employee he has, ever had, now has or may claim claims to have or ever claimed to have had against any or all of the Released Parties forReleasees. This release includes, upon without limitation, the complete waiver and release of all Claims: related to the Executive’s employment by the Company or by reason termination of employment; arising out of or relating to the Employment Agreement, the Prior Agreement or any other agreement between the Executive and any of the Releasees; of breach of express or implied contract; of wrongful termination of employment whether in contract or tort; of violation of public policy; of intentional, reckless, or negligent infliction of emotional distress; of breach of any factexpress or implied covenant of employment, matter, injury, incident, circumstance, cause or thing whatsoever, from the beginning of time up to and including the date covenant of Employee’s execution good faith and fair dealing; of this Release Agreementinterference with contractual or advantageous relations, whether prospective or existing; of deceit or misrepresentation; of discrimination or retaliation under state, federal or municipal law, 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, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and the Reconstruction Era Civil Rights Act, the California Massachusetts Fair Employment and Housing Practices Act; of whistleblower retaliation; of fraud; under any other federal, the California Labor Codestate or local statute, the California Business and Professions Coderule, the California constitutionordinance or regulation; of promissory estoppel or detrimental reliance; for wages, bonuses, incentive compensation, stock, stock options, vacation pay, severance allowances or entitlements, and any claims at common law. Employee further knowingly and willingly agrees to waive other compensation or benefits, either under the provisions and protections Massachusetts Wage Act, or otherwise; of Section 1542 slander, libel, defamation, disparagement, intentional infliction of the California Civil Codeemotional distress, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Companypersonal injury, and the negligence or other persons and entities released in this General Release, but, to the extent permitted by applicable law, it also covers any claim torts; for damages or reinstatement asserted on Employee’s behalf by other remedies of any other person or entitysort, including, without limitation, compensatory damages, punitive damages, injunctive relief, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements. The Executive understands that this general release of Claims includes, without DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 119911237_2 limitation, any government agencyand all Claims against the Company in respect of any stock-based awards of any kind, and Employee expressly waives all Claims in his capacity as a Company stockholder arising up to and through the right date that the Executive enters into this Agreement. The Executive understands that this general release does not extend to any such damages rights or reinstatement. This General Release does not include any claims Claims that may arise out of acts or events that occur after the date on which the Executive signs this Agreement, to Claims that cannot lawfully be waived released as a matter of law or to any rights to any indemnification and defense that the Executive has with the Company. This release does not affect the Executive’s rights or obligations under this Agreement, nor shall it affect the Executive’s rights, if any, to unemployment compensation benefits or to workers’ compensation. The Executive agrees not to accept damages of any nature, other equitable or legal remedies for the Executive’s own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by Employeethis Agreement. The Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Agreement.
Appears in 1 contract
General Release. In consideration for For good and valuable consideration, including without limitation the payments and benefits specified in provided by Section 6.2(a) or Section 6.2(b)2 above, as applicable Employee, for and on behalf of the Employment AgreementEmployee and Employee’s former and current heirs, Employee agrees to unconditionallyexecutors, irrevocablyadministrators, agents, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever fully release, waive, discharges the Company and discharge the Bank its former and the Company, and each and all of their past, present, and future parent companiescurrent parents, subsidiaries, related entitiesdivisions, affiliates, predecessors, successorssuccessors and assigns, assignsand each of their former and current agents, employees, officers, directors, managers, employeesshareholders, members, shareholderspartners, ownerstrustees, heirs, joint venturers, attorneys, representatives, attorneysowners and servants, insurers(collectively, 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 Company Release 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 costs or expenses of any kind or nature whatsoeverwhatsoever (collectively, “Claims”), whether known or unknown, foreseen or unforeseen, which that Employee ever had, now has or may claim to have against based upon any or all of the Released Parties for, upon or by reason of any fact, matter, injury, incident, circumstancefact, cause or thing whatsoeverthing, occurring from the beginning of time up to and including the date of Employee’s execution of Employee executes this Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to all Claims regarding Employee’s employment with the Bank or the Company, any events that may have occurred during the course of Employee’s employment or the termination of that Employee’s employment, or an alleged any other matters or Claims of any kind or nature. This includes, without limitation, a release of any Claims for unpaid wages, holiday pay, overtime, bonuses or other compensation, breach of contract, wrongful discharge, disability benefits, life, health and medical insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations of public policy, defamation, fraudulent misrepresentation or inducements and severance pay. Employee is also specifically releasing any rights or Claims Employee may have, if any, under common law or the 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 Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, Title VII of the Reconstruction Era Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Rehabilitation Act, the Family and Medical Leave Act, the Labor Management Relations Act, the Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act, the Fair Labor Standards Act of 1938 (to the extent such claims may be lawfully released), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Genetic Information and Non-Discrimination Act, the Florida Civil Rights Act (FCRA), the Florida Whistleblower Protection Act (FWA), the Florida Workers’ Compensation Law’s Retaliation provision, the Florida Wage Discrimination Law, the Florida Minimum Wage Act, the Florida Equal Pay Law, the Florida Omnibus AIDS Act, the Florida Domestic Violence Leave Act, the Florida Discrimination on the Basis of Sickle Cell Trait Law, Florida OSHA, the Florida Constitution, the Florida Fair Housing Act (FHA), Miami-Dade County Code, Chapter 11A, Broward County Human Rights Act, all the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitutionabove statutes as amended from time to time, and any claims at common lawother federal, state or local laws, rules, ordinances or regulations, whether equal employment laws, rules or regulations or otherwise or any right under any Company pension, welfare, or stock plans. This release covers both Claims that Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Companyknows about, and those that Employee may not know about. By signing this Agreement, Employee is forever giving up Employee’s rights to make the other persons and entities released in this General Releaseaforementioned Claims or demands. Notwithstanding the foregoing, butnothing contained herein shall be construed to alter, limit, or release (i) any claim or right to the extent permitted by indemnification and/or contribution Employee may have pursuant to applicable law, it also covers the Company’s governance instruments or otherwise for acts committed during the scope of Employee’s employment with the Company; (ii) coverage, if any, under any Company liability insurance policy; (iii) any claim for damages or reinstatement asserted on Employee’s behalf by right under state unemployment and workers’ compensation statutes; (iv) any right Employee may have to a vested benefit under any retirement or welfare plan of the Company; (v) any other person claim or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such damages or reinstatement. This General Release does that may not include any claims that cannot lawfully be waived or released by Employeeprivate agreement; and (vi) any claim arising from obligations of the Company to Employee that are expressly set forth in this Agreement.
Appears in 1 contract
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 obligations the Company in Paragraph 3 above and as a material inducement to the Company to enter into this Agreement, Employee agrees to unconditionallyExecutive, irrevocablyon behalf of Executive, Executive’s heirs, estate, executors, administrators, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever fully release, waive, and discharge each of 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 Releasees (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”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, 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 Executive or Executive’s heirs, estate, executors, administrators, 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, 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, including but is not limited to, to any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether and all rights and claims under federal, state or locallocal laws, includingregulations or requirements, but not limited tothe Age Discrimination in Employment Act, 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 and Notification Act, the California Fair Employment and Housing ActNew York State Human Rights Law, the California Labor CodeNew York City Civil Rights 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 of Section 1542 laws of the California Civil CodeState of New York and all localities therein and all rights and claims relating to defamation, which reads: This General Release covers not only discrimination (on the basis of sex, race, color, national origin, religion, age, disability or otherwise), workers’ compensation, fraud, misrepresentation, breach of contract, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, negligence, wrongful termination, wrongful employment practices or any and all other claims by Employee against the Bank and relating to Executive’s employment with, or separation of employment from, the Company, any and all other rights and claims arising under any federal, state or local law, statute, regulation or case law, any and all rights and claims under the employment agreement dated September 11, 2002, as amended by the letter agreement dated June 16, 2004 (collectively, the “Employment Agreement”), any prior employment agreement (including but not limited to the agreement dated December 31, 2001), any offer letters and, except as provided in the next paragraph, any and all rights and claims to options or other equity interests in the Company or any of its Affiliates. As used in this Agreement, the term “Releasees” is a collective reference to the Company and its present, former and future stockholders, subsidiaries, Affiliates, successors, assigns and employee benefit plans, and each of their respective directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. As used in this Agreement, the term “Affiliates” is a reference to all affiliates of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. Notwithstanding anything in this Paragraph 3 to the contrary, nothing in this Paragraph 3 shall be deemed to be a release of (i) Executive’s vested rights, if any, under the Company’s 401(k) plan, (ii) Executive’s rights under this Agreement, (iii) Executive’s rights under the Existing Option Agreements and the other persons Stock Bonus Agreement, each as modified in accordance with Paragraph 2 hereof (and entities released in this General Releasethe case of the Stock Bonus Agreement, butas modified in accordance with Paragraph 3 hereof), (iv) Executive’s rights under the Indemnity Agreement between Executive and the Company dated March 4, 2002 and any rights to the extent permitted by indemnification under any applicable law, it also covers the Company’s certificate of incorporation and bylaws and any claim for damages or reinstatement asserted on Employee’s behalf by rights to coverage under any other person or entity, including, without limitation, any government agencydirectors’ and officers’ liability policies, and Employee expressly waives (v) Executive’s rights to shares of Company common stock acquired at any time (a) upon exercise of options under the right Existing Option Agreements, (b) pursuant to any such damages the Stock Bonus Agreement, (c) pursuant to the stock bonus agreement dated ▇▇▇▇▇ ▇, ▇▇▇▇, (▇) in the open market or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employee(e) under the Company’s 401(k) plan.
Appears in 1 contract
General Release. In General Release executed this _____ day of ________, 20__ by ▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”); 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 ▇▇▇▇▇, dated January __, 2019 (“Agreement”), and for other valuable consideration as applicable of set forth in the Employment Agreement, Employee agrees ▇▇▇▇▇, 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 ▇▇▇▇▇ 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: 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
Sources: Employment Agreement (Cross Country Healthcare Inc)
General Release. In consideration for the payments The Employee, on his own behalf and benefits specified in Section 6.2(a) on behalf of his spouse, child or Section 6.2(bchildren (if any), as applicable of heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the Employment Agreement“Releasors”), Employee agrees to unconditionallyhereby releases and discharges forever Funko, irrevocablyInc., and forever fully release, waive, and discharge the Bank and the Companyits affiliates, and each and all of their respective past, presentpresent or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future parent companiesdirectors, subsidiariesofficers, related entitiesemployees, affiliatestrustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors, successors and assigns, officersand all Persons acting by, directorsthrough, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents under or in concert with them (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 Parties”) ), from and against any and all liabilities, claims, actionsdemands, liens, causes of action, charges, suits, demandscomplaints, grievances, contracts, agreements, promises, obligations, costs, losses, compensationdamages, wagesinjuries, penaltiesattorneys’ fees and other legal responsibilities (collectively referred to as “Claims”), liabilitiesof any form whatsoever (whether or not relating to Employee’s employment with the Company), rightsincluding, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and damages any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination, the Washington Leave Law, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Employee Sick Leave Act, and the Illinois Equal Pay Act, as each may have been amended from time to time, or any kind other federal, state or nature whatsoeverlocal statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, foreseen or unforeseen, which unanticipated, unsuspected or latent, that the Employee ever hador any of the Releasors now possess or have a right to, now has or have at any time heretofore owned or held, or may claim at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to have against the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) the Employment Agreement; (b) the Employee’s employment or other relationship with any or all of the Released Parties for, upon or by reason the termination thereof; and (c) the Employee’s status as a holder of securities 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 AgreementReleased Parties. This General Release specifically includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any claim for discrimination contracts of employment, whether express or violation implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any statutesnature. This Release is for any relief, rulesno matter how denominated, regulations or ordinances, whether federal, state or local, including, including but not limited toto wages, Title VII of the Civil Rights Actback pay, the Age Discrimination in Employment Actfront pay, the Reconstruction Era Civil Rights Actbenefits, the California Fair Employment compensatory, liquidated or punitive damages and Housing Act, the California Labor Code, the California Business attorneys’ fees. The Employee acknowledges 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: 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 reaffirms Employee’s behalf by any other person or entityobligations under the Employment Agreement with the Company dated [____], includinga signed copy of which is attached hereto as Exhibit A, without limitation, any government agency, including but not limited to Sections 5 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 Employee6 thereof.
Appears in 1 contract
Sources: Employment Agreement (Funko, 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: 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 Employeechanged orally.
Appears in 1 contract
General Release. (a) In exchange for Executive’s waiver of claims against the Released Persons (as defined below) and compliance with the other terms and conditions of this Agreement, upon the Transition Date, the Company agrees to provide Executive with the payments and benefits as set forth in Section 3 in accordance with the terms and conditions of this Agreement.
(b) In consideration for the payments and benefits specified in to be provided to Executive pursuant to Section 6.2(a) or Section 6.2(b3 above, Executive, for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and forever fully release, waive, release and discharge the Bank Company and the Companyits subsidiaries, divisions, affiliates and related business entities, successors and assigns, and each and all any of its or their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsrespective directors, officers, directorsfiduciaries, managersagents, employeestrustees, membersadministrators, shareholdersemployees and assigns (in each case, 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 assignsin their capacity as such) (collectively the “Released PartiesPersons”) from and against any and all claims, actionssuits, demands, causes of action, suits, demands, contracts, agreementscovenants, obligations, lossesdebts, compensationcosts, wagesexpenses, penalties, liabilities, rights, fees and damages liabilities of any kind whatsoever in law or nature whatsoeverequity, by statute or otherwise, whether known or unknown, foreseen vested or unforeseencontingent, suspected or unsuspected and whether or not concealed or hidden (collectively, the “Claims”), which Employee ever Executive has had, now has has, or may claim to have against any or all of the Released Parties for, upon or Persons by reason of any factact, matteromission, injurytransaction, incidentpractice, circumstanceplan, cause policy, procedure, conduct, occurrence, or thing whatsoever, from the beginning of time other matter arising up to and including the date on which Executive signs this Agreement, except as provided in subsection (d) below.
(c) Without limiting the generality of Employeethe foregoing, this Agreement is intended to and shall release the Released Persons from any and all such claims, whether known or unknown, which Executive has had, now has, or may have against the Released Persons arising out of Executive’s execution of this Release Agreementemployment or termination thereof, 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, : (i) any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for discrimination accrued, vested benefits under any employee benefit or violation pension plan of the Released Persons subject to the terms and conditions of such plan and applicable law), the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act of 1988, or the Fair Labor Standards Act of 1938, in each case as amended; (ii) any statutes, rules, regulations or ordinances, other claim whether based on federal, state state, or locallocal law (statutory or decisional), rule, regulation or ordinance, including, but not limited to, Title VII breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iii) any claim for attorneys’ fees, costs, disbursements and/or the like.
(d) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that arise after the date on which Executive signs this Agreement; (2) regarding rights of indemnification and receipt of legal fees and expenses to which Executive is entitled under Section 9 of this Agreement, the Company’s or a subsidiary of the Civil Rights ActCompany’s Certificate of Incorporation or By-laws (or similar instrument), pursuant to any separate writing between Executive and the Company or any subsidiary of the Company or pursuant to applicable law; or (3) relating to any claims for accrued, vested benefits under any employee benefit plan or retirement plan of the Released Persons subject to the terms and conditions of such plan and applicable law (excluding any severance or termination pay plan, program or arrangement, claims to which are specifically waived hereunder or any equity awards other than those specifically provided for in this Agreement, claims to which are specifically waived hereunder).
(e) In signing this Agreement, Executive acknowledges that Executive intends that this Agreement shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims, if any, as well as those relating to any other Claims hereinabove mentioned or implied.
(f) This Agreement is not intended, and shall not be construed, as an admission that any of the Released Persons has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive.
(g) Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.
(h) Executive represents and warrants that Executive has not assigned or transferred to any person or entity any of my rights which are or could be covered by this Agreement, including but not limited to the waivers and releases contained in this Agreement.
(i) Executive represents and warrants that Executive understands that nothing in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Age Discrimination in Employment ActNational Labor Relations Board, the Reconstruction Era Civil Rights ActOccupational Safety and Health Administration, the California Fair Employment Securities and Housing ActExchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further represents and warrants that Executive understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the California Labor CodeCompany. While this Agreement does not limit Executive’s right to receive an award for information provided to the Securities and Exchange Commission, the California Business Executive understands and Professions Codeagrees that, the California constitutionto maximum extent permitted by law, 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: This General Release covers not only Executive is otherwise waiving any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, rights Executive may have to the extent permitted by applicable law, it also covers any claim for damages or reinstatement asserted individual relief based 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 canExecutive has released and any rights Executive has waived by signing this Agreement.
(j) Executive acknowledges that Executive: (a) has carefully read this Agreement in its entirety; (b) has had an opportunity to consider for at least twenty-one (21) days the terms of this Agreement; (c) is hereby advised by the Company in writing to consult with an attorney of Executive’s choice in connection with this Agreement; (d) fully understand the significance of all of the terms and conditions of this Agreement and had the opportunity to discuss them with Executive’s independent legal counsel; (e) has had answered to Executive’s satisfaction by Executive’s independent legal counsel any questions Executive has asked with regard to the meaning and significance of any of the provisions of this Agreement and (f) is signing this Agreement voluntarily and of Executive’s own free will and agree to abide by all the terms and conditions contained herein.
(k) Executive understands that Executive will have at least twenty-one (21) days from the date of receipt of this Agreement to consider the terms and conditions of this Agreement. Executive may accept this Agreement by signing it and returning it to the Company’s Chief Executive Officer at the address specified pursuant to Section 13 of this Agreement on or before December 5, 2019. After executing this Agreement, Executive shall have seven (7) days (the “Revocation Period”) to revoke this Agreement by indicating Executive’s desire to do so in writing delivered to the Chief Executive Officer at the address above by no later than 5:00 p.m. on the seventh (7th) day after the date Executive signs this Agreement. The effective date of this Agreement shall be the eighth (8th) day after Executive signs the Agreement (“Agreement Effective Date”). If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Revocation Period will be deemed to be the next business day. In the event Executive does not lawfully accept this Agreement as set forth above, or in the event Executive revokes this Agreement during the Revocation Period, this Agreement, including but not limited to the obligation of the Company to provide the payments and benefits provided in Section 3 and Section 4 above, shall be waived or released deemed automatically null and void.
(l) Any dispute regarding this release in this Section 11 shall be subject to Delaware law without reference to its choice of law provisions. Executive agrees to reimburse the Company for out-of-pocket costs and expense reasonably incurred by Employeein connection with enforcing this release in this Section 11 (including attorney’s fees) with respect to each claim on which the Company substantially prevails.
Appears in 1 contract
Sources: Transition and Retirement Agreement (Six Flags Entertainment Corp)
General Release. a. In consideration exchange 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 provided by the Company, as set forth the Agreement (as applicable), the Participant, on behalf of the Participant and each the Participant’s agents, attorneys, assigns, heirs, executors, administrators, beneficiaries, and personal and legal representatives, hereby releases and forever discharges the Company and any of its affiliates, subsidiaries, parents and related or successor corporations or entities, and all of their pastrespective present and former agents, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directors, managersshareholders, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurersadministrators, trustees, benefit plans and programs (and fiduciaries thereto), 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 hereinafter referred to as the “Released Parties”) ), to the fullest extent permitted by law, from and against any and all losses, costs, expenses, liabilities, claims, actions, causes of actionaction (in law or in equity), suits, demandsjudgments, contractsdebts, agreementsdamages, obligations, losses, compensation, wages, penalties, liabilities, rights, rights and damages entitlements of any every kind or nature whatsoeverand description (hereinafter collectively referred to as “Released Claims”), whether known or unknown, foreseen fixed or unforeseencontingent, which Employee ever haddirectly or indirectly, personally or in a representative capacity, that the Participant has now has or may later claim to have had against the Company or any or all of the other Released Parties for, upon or Party by reason of any factact, omission, 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 AgreementGeneral Release, including, without limitation, any claim Released Claims arising out of the Participant’s employment or obligation arising from or in any way related to Employeethe termination of the Participant’s employment with the Bank Company or the Company, the termination any of that employment, its affiliates or an alleged breach of the Employment Agreement. subsidiaries.
b. This General Release specifically general release includes, but is not limited to, all claims, manner of actions, causes of action (in law or in equity), suits or requests for attorneys’ fees and/or costs under the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964 as amended; the Age Discrimination in Employment Act of 1967 (“ADEA”); the Older Worker’s Benefits Protection Act (“OWBPA”); the Americans with Disabilities Act; the Rehabilitation Act of 1973; the Family and Medical Leave Act; the anti-retaliation provisions of the Fair Labor Standards Act; the Equal Pay Act; the Pregnancy Discrimination Act; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Occupational Safety and Health Act; the National Labor Relations Act; the Genetic Information Nondiscrimination Act of 2008; 42 U.S.C. §§ 1981 through 1988; any claim for discrimination or violation of any statutes, rules, regulations or ordinances, whether federal, state or locallocal law regarding retaliation for protected activity or interference with protected rights; and any state or local law, including, but not limited to, Title VII common law claims of outrageous conduct, intentional or negligent infliction of emotional distress, negligent hiring, breach of contract, breach of the Civil Rights Actcovenant of good faith and fair dealing, the Age Discrimination in Employment Actpromissory estoppel, the Reconstruction Era Civil Rights Actnegligence, the California Fair Employment wrongful termination of employment, interference with employment relationship, civil rights, fraud 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: This General Release covers not only any deceit and all other 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 of any claim for damages type or reinstatement asserted on Employee’s behalf by any other person or entitynature, including, without limitation, any government agencyall claims for damages, wages, compensation, vacation, reinstatement, medical expenses, punitive damages, and Employee expressly waives claims for attorneys’ fees. The Participant and the right Company intend that this release shall discharge all Released Claims against the Company and all other Released Parties to the fullest and maximum extent permitted by law. The Participant and the Company further agree that to the extent that the waiving of certain claims is prohibited as a matter of law, this General Release is not intended to waive any such claims.
c. Except as necessary to enforce the Participant’s rights to any payments or benefits due to the Participant pursuant to the terms of the Agreement, the Participant covenants and agrees not to bring any claim against the Company or any other Released Party concerning any of the matters covered by this General Release. In the event that the Participant breaches this promise, and brings any claim against the Company or any other Released Party concerning any of the matters covered by this General Release, except as necessary to enforce the Participant’s rights to any payments or benefits due to the Participant pursuant to the terms of the Agreement, the Participant shall: (i) forfeit and tender back to the Company all of the payments and benefits provided to the Participant pursuant to the Agreement within ten (10) days (including, without limitation, any gain realized on the vesting, settlement, sale, transfer or disposition of the outstanding equity awards held by the Participant on or following September 9, 2021) except for $100.00, unless the Participant’s action is based on the ADEA and/or OWBPA; (ii) provide the Company at least ten (10) days prior to filing any action written notice of any action or proceeding and a copy of the complaint or other document by which such damages or reinstatement. This General Release does not include action is to be initiated; and (iii) hold the Company and any claims that cannot lawfully be waived or released other Released Party harmless from any claim asserted in such action and indemnify the Company from all costs and expenses, including attorneys’ fees, arising from the defense of such claim, unless the Participant’s action is based on the ADEA and/or OWBPA in which case costs and expenses, including attorneys’ fees, are governed by Employeefederal law.
Appears in 1 contract
Sources: Employment Agreement (Tanger Factory Outlet Centers, Inc)
General Release. In (a) For and in consideration for of the payments to be made and benefits specified the promises set forth in Section 6.2(a) the Change in Control dated as of _________, including payments to be made in the event of termination without cause or Section 6.2(bresignation with good reason, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and hereby forever fully release, waive, waive and discharge the Bank and the Company, employee benefit and/or pension plans or funds, insurers, successors and each assigns, and all of its or their past, present, and present and/or future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directorstrustees, managersagents, attorneys, employees, membersfiduciaries, shareholderstrustees, 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, administrators and assigns) , whether acting as agents for the Company or in their individual capacities (collectively the “Released Parties”) referred to as "Releasees"), from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, fees and damages liabilities of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee Releasors ever had, now has have, or hereafter may claim to have against any or all of the Released Parties for, upon or Releasees by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstancepolicy, cause procedure, conduct, occurrence, or thing whatsoever, from the beginning of time other matter up to and including the date of Employee’s my execution of this Release AgreementGeneral Release, including, including without limitation, any claim or obligation arising from those in connection with, or in any way related to Employee’s employment or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Bank Company or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the CompanyCompany or other claims.
(b) Without limiting the generality of the foregoing, this General Release is intended and will release the termination of that employmentReleasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or an alleged breach of may hereafter have against 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, Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA") 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act, the Age Discrimination in Employment Americans with Disabilities Act, the Reconstruction Era Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the California Fair Employment Florida Whistle Blower Law and Housing Actwaivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of my employment, the California Labor Codeterms and conditions of such employment, the California Business and Professions Code, the California constitution, and termination of such employment 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 Codeevents relating directly or indirectly to or surrounding the termination of such employment, which reads: This General Release covers and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not only any limited, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; 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 (iv) any claim for damages attorney's fees, costs, disbursements and the like.
(c) I agree that I will not, from any source or reinstatement asserted on Employee’s behalf proceeding, seek or accept any award or settlement with respect to any claim or right covered by any other person Section 2(a) or entity(b) above, including, without limitation, any government source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, and Employee expressly waives the right investigative or administrative body against any Releasee with respect to any such damages actual or reinstatement. This alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this General Release does which I released pursuant to Section 2(a) or (b) above. I further represent that, as of the date I sign this General Release, I have not include taken any action encompassed by this Section 2(c). If, notwithstanding the foregoing promises, I violate this Section 2(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys' fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 2(c) will not apply to any claims that canI may have under the ADEA and will not lawfully be waived apply to the portion of the release provided for in Section 2(a) or released by Employee(b) relating to the ADEA.
(d) The sole matters to which the release and covenants in this Section 2 do not apply are: (i) my rights of indemnification and coverage under directors' and officers' liability insurance to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation, and Section 12 of my Employment Agreement, with regard to my service as an officer and director of the Company; (ii) my rights to any vested accrued benefits under the Company's employee benefit plans, under COBRA or under ERISA; (iii) my rights under any outstanding stock options or other equity-based award; (iv) my rights as a common stockholder of FECI, and (v) payments to which I am entitled under this Change in Control Agreement, including the Golden Parachute provison in Exhibit A in the event of termination without Cause or resignation with Good Reason.
Appears in 1 contract
Sources: Change in Control Agreement (Florida East Coast Industries Inc)
General Release. In (a) For and in consideration for of the payments to be made and benefits specified the promises set forth in Section 6.2(a) the Change in Control Agreement, including payments to be made in the event of termination without cause or Section 6.2(bresignation with good reason, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as “Releasors”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and hereby forever fully release, waive, waive and discharge the Bank and the Company, employee benefit and/or pension plans or funds, insurers, successors and each assigns, and all of its or their past, present, and present and/or future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directorstrustees, managersagents, attorneys, employees, membersfiduciaries, shareholderstrustees, 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, administrators and assigns) , whether acting as agents for 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, fees and damages liabilities of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee Releasors ever had, now has have, or hereafter may claim to have against any or all of the Released Parties for, upon or Releasees by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstancepolicy, cause procedure, conduct, occurrence, or thing whatsoever, from the beginning of time other matter up to and including the date of Employee’s my execution of this Release AgreementGeneral Release, including, including without limitation, any claim or obligation arising from those in connection with, or in any way related to Employee’s employment or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Bank Company or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the CompanyCompany or other claims.
(b) Without limiting the generality of the foregoing, except as provided in Section 2(d) hereof, this General Release is intended and will release the termination of that employmentReleasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or an alleged breach of may hereafter have against 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, Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act, the Age Discrimination in Employment Americans with Disabilities Act, the Reconstruction Era Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the California Fair Employment Florida Whistle Blower Law and Housing Actwaivable rights under the Florida Constitution; (iii) except as provided in Section 2(d) hereof, any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to or arising out of my employment, the California Labor Codeterms and conditions of such employment, the California Business and Professions Code, the California constitution, and termination of such employment 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 Codeevents relating directly or indirectly to or surrounding the termination of such employment, which reads: This General Release covers and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not only any limited, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and all claims by Employee against the Bank and the Company(iv) except as provided in Section 2(d) hereof, 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 attorney’s fees, costs, disbursements and the like.
(c) I agree that I will not, from any source or reinstatement asserted on Employee’s behalf proceeding, seek or accept any award or settlement with respect to any claim or right covered by any other person Section 2(a) or entity(b) above, including, without limitation, any government source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, and Employee expressly waives the right investigative or administrative body against any Releasee with respect to any such damages actual or reinstatement. This alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this General Release does which I released pursuant to Section 2(a) or (b) above. I further represent that, as of the date I sign this General Release, I have not include taken any action encompassed by this Section 2(c). If, notwithstanding the foregoing promises, I violate this Section 2(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys’ fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 2(c) will not apply to any claims that canI may have under the ADEA and will not lawfully be waived apply to the portion of the release provided for in Section 2(a) or released by Employee(b) relating to the ADEA.
(d) The sole matters to which the release and covenants in this Section 2 do not apply are: (i) Releasors’ rights of indemnification and coverage under directors’ and officers’ liability insurance to which Releasors are entitled immediately prior to the Termination Date under the Company’s By-laws, the Company’s Certificate of Incorporation, and Section 12 of my Employment Agreement, with regard to my service as an officer and director of the Company; (ii) Releasors’ rights to any vested accrued benefits under the Company’s employee benefit plans, under COBRA or under ERISA; (iii) Releasors’ rights under any outstanding stock options or other equity-based award; (iv) Releasors’ rights as a common stockholder of FECI, (v) payments to which Releasors are entitled under this Change in Control Agreement, including the Golden Parachute provision in Exhibit A in the event of termination without Cause or resignation with Good Reason; (vi) Releasors’ rights under the Employment Agreement, as modified in the Change of Control Agreement; and (vii) Releasors’ rights under the Contribution Agreement.
Appears in 1 contract
Sources: Change in Control Agreement (Florida East Coast Industries, Inc.)
General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b)Employee, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocablyon his own behalf, and on behalf of his heirs and assigns, hereby fully and forever fully release, waive, unconditionally releases and discharge the Bank and discharges the Company, all of its past and each present parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, past or present 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, insurers and agents of any such parent companiesof them, subsidiaries(hereinafter referred to collectively as "Releasees"), related entities, affiliates, predecessors, successorsof and from, and assigns) (collectively the “Released Parties”) from and covenants not to sue or assert against ▇▇▇easees, for any and purpose, all claims, actionsadministrative complaints, demands, actions and causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, of every kind and damages of any kind or nature whatsoever, whether known at law or unknownin equity, 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 my employment with by the Bank or the Company, Company including the termination thereof, based in whole or in part upon any act or omission concerning on or before the date of that employmentthis general release, whether negligent or intentional, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or an alleged which Employee, or any person acting on his behalf may at any future time have or claim to have, including specifically, but not by way of limitation, unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of the Employment Agreement. This General Release specifically includescontract, but is not limited toexpress or implied, any claim for discrimination promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or violation of any statutes, rules, regulations or ordinances, whether under federal, state or locallocal laws, includingsuch as the Fair Labor Standards Act, but not limited tothe Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, the Pregnancy Disability Act, the Equal Pay Act, and the Colorado Civil Rights Act, excepting only retirement benefits described herein, COBRA rights, unemployment compensation and worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the California Fair Employment facts and Housing Actlaw concerning this general release may be other than as presently known to Employee, and acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall be governed by and construed in accordance with the laws of Colorado. In the event of any dispute under this release, the California Labor Code, the California Business prevailing party shall be entitled to recover all costs 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: 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 reasonable attorneys' fees incurred 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 Employeeconnection therewith.
Appears in 1 contract
Sources: Retirement, Severance and Termination of Employment Agreement (Pease Oil & Gas Co /Co/)
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 General 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 Agreement, 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 locallocal statutes. Without limiting the broadness of the foregoing language, including, but not limited to, Executive agrees to release the Released Parties from any and all claims under:
a. Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991;
b. Section 1981 of the Civil Rights Act of 1866, as amended;
c. Executive Orders 11246, 13496, and 11141;
d. the Equal Pay Act of 1963;
e. the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA);
f. the Americans with Disabilities Act of 1990 and any amendments thereto, including the ADA Amendments Act of 2008;
g. the Rehabilitation Act of 1973;
h. the Employee Retirement and Income Security Act of 1974;
i. the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporate Reform Act of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”);
j. Whistle-blower and/or retaliation claims or suits under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and/or the ▇▇▇▇-▇▇▇▇▇ Act;
k. the Family and Medical Leave Act of 1993, as amended;
l. the Health Insurance Portability and Accountability Act of 1996 (HIPAA);
m. the Fair Labor Standards Act of 1938, as amended;
n. the Occupational Safety and Health Act;
o. the Uniformed Services Employment and Re-employment Act of 1994;
p. the Worker Adjustment and Retraining Notification Act;
q. the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009;
r. the Fair Credit Reporting Act;
s. the Consumer Credit Protection Act;
t. the Immigration Reform and Control Act of 1986;
u. the Genetic Information Nondiscrimination Act of 2008;
v. the Age Discrimination in Employment Act;
w. The Older Workers Benefit Protection Act;
x. the South Carolina Payment of Wages Act;
y. the South Carolina Human Affairs Law;
z. claims arising under the United States and/or South Carolina Constitutions;
aa. claims for severance, commissions, bonuses, vacation pay, or any express or implied contracts, including under the Reconstruction Era Civil Rights ActOffer Letter or the Severance Plan;
bb. any common law claims or claims founded in tort (including negligence) for wrongful discharge, negligence, negligent hiring, negligent training or negligent supervision, assault or battery, invasion of privacy, false imprisonment, intentional infliction of emotional distress, defamation, libel, slander, promissory estoppel, detrimental reliance, quantum meruit, unjust enrichment, breach of contract (oral, written or implied), or any other equitable basis or action;
cc. claims that the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and Company treated or dealt with Executive unfairly or not in good faith;
dd. any claims at arising under any other federal, state or local law, statute, regulation, ordinance, treaty or law of any other type, or any other cause of action or theory of recovery arising by virtue of Executive’s employment relationship and/or affiliation with ScanSource; and
ee. any public policy, tort or common law. Employee further knowingly Without waiving any prospective or retrospective rights under the Fair Labor Standards Act, Executive admits that Executive has received from ScanSource all rights and willingly agrees benefits, if any, due or potentially due to waive him pursuant to the provisions Fair Labor Standards Act. Executive understands and protections of Section 1542 of acknowledges that it is the California Civil Code, which reads: This General Release covers not only any and Parties’ intent that Executive releases all claims by Employee against the Bank and that can be legally released but no more than that. Executive affirms that while Executive was employed with the Company, Executive had no known and unreported workplace injuries or occupational diseases and was not denied leave under the Family and Medical Leave Act of 1993. Executive represents and agrees that Executive has been paid and has received all paid or unpaid leave, compensation, wages, overtime, vacation or sick pay, bonuses and/or benefits to which Executive may be entitled and no other persons and entities released amounts, except as may be provided in this General ReleaseAgreement, butare due to Executive. To the maximum 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 proceeding in which any of the Released Parties is a party. Executive specifically agrees not to attempt to institute any proceedings or pursue any action pursuant to any laws (state, local, or federal) in any jurisdiction (state, local, or federal) based on employment with or termination from the Company except as required or protected by law. Nothing in this Agreement prohibits or prevents Executive from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC., etc.). However, to the maximum extent permitted by applicable law, it also covers Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any claim for damages individual monetary relief 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 Employeeindividual remedies.
Appears in 1 contract
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 this Agreement, Employee agrees to unconditionallyeffective upon the Effective Date, irrevocablythe Investor, on behalf of itself and forever fully releaseits 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, shareholders, ownersagents, representatives, attorneyssuccessors and assigns (collectively, insurers“Releasors”), reinsurershereby releases, waives and agents (forever discharges the Company and the pastits present and former, presentdirect and indirect, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any such parent companiesparents, subsidiaries, related entities, affiliates, predecessors, successorsemployees, officers, directors, shareholders, managers, members, agents, representatives, successors and assigns) 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 or by reason of any fact, matter, injury, incident, circumstance, cause or thing whatsoever, whatsoever from the beginning of time up through the Effective 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 Release AgreementAgreement (the “Released Claims”, includingand such release, without limitationwaiver and discharge, the “Release”). Notwithstanding anything else in this Agreement to the contrary, by executing this Agreement the Investor shall not be deemed to have waived compliance with any claim provision of Securities Exchange Act of 1934 or obligation arising of any rule or regulation thereunder, or of any rule of a self-regulatory organization.
(b) The Investor acknowledges and agrees that the Investor may hereafter discover facts different from or in addition to those now known, or believed to be true, regarding the subject matter of this Agreement, and that such different or additional facts may give rise to claims currently unknown, unanticipated and unsuspected, and further acknowledges and agrees that this Agreement shall remain in full force and effect, notwithstanding the existence of any way related to Employee’s employment with the Bank different or the Companyadditional facts. Furthermore, the termination Investor acknowledges and agrees that the Release constitutes a waiver and release of any rights or benefits that employmentthe law may provide, and that this Agreement is entered into knowingly and voluntarily, without duress or undue influence, in consideration for the promises, obligations and rights set forth in this Agreement. The Investor fully understands that if any facts regarding the subject matter underlying this Agreement are found hereafter to be other than, or an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited todifferent from, 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 Actfact now believed to be true, the Age Discrimination Investor accepts and assumes the risk of such possible difference(s) in Employment Actfact. Without conceding the applicability thereof, 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 Investor agrees to waive the provisions and protections of that it is familiar with Section 1542 of the California Civil CodeCode of California, which readsprovides: This General Release covers not only “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Accordingly, the Investor waives and relinquishes every right or benefit bestowed or potentially bestowed by Section 1542 above or any similar statute, rule or regulation in any state or jurisdiction, with respect to this Agreement.
(c) The Investor acknowledges and intends that this Agreement shall be effective as a bar to each and every one of the Released Claims. The Investor expressly consents that this Agreement shall be given full force and effect according to each and all of its terms and provisions, including those relating to unknown and unsuspected claims by Employee against (notwithstanding any state statute that expressly limits the Bank and the Companyeffectiveness of a general release of unknown, and the other persons and entities released in this General Releaseunsuspected or unanticipated claims), butif any, as well as those relating 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 Released Claims. The Investor acknowledges and agrees that this waiver is an essential and material term of this Agreement and that without such waiver the Company would not have agreed to consummate the transactions contemplated by this Agreement. The Investor further agrees that in the event she, he or entityit, includingor any other Releasor, without limitationshould assert any Released Claim seeking damages against any of the Releasees, any government agency, and Employee expressly waives the right this Agreement shall serve as a complete defense to any such damages Claim. The Investor agrees that neither this Agreement, nor the furnishing of the consideration for this Agreement, shall be deemed or reinstatementconstrued at any time to be an admission by any Releasee or any Releasor of any improper or unlawful conduct. This General Release does not include The Investor also agrees that if she, he or it, or any claims that cannot lawfully be waived or released other Releasor, violates this Agreement by Employeeasserting any Released Claims against any Releasee, the Investor will pay all costs and expenses of defending against the suit incurred by such Releasee, including attorneys’ fees.
Appears in 1 contract
General Release. In consideration for of the payments and benefits specified in Section 6.2(a) or Section 6.2(bunder this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the Executive does hereby release, remise, acquit and forever discharge the Company and each of its Affiliates (the “Company Affiliated Group”), and in their capacity as applicable of the Employment Agreementsuch, Employee agrees to unconditionally, irrevocably, their present 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, 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 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 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 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, bonus 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 Executive 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 Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”) (regarding existing but not prospective claims), the Civil Rights Act of 1991, the Fair Labor Standards Act (“FLSA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the National Labor Relations Act (“NLRA”), the Equal Pay Act, Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ADEA”), as amended, The Fair Labor Standards Act, as amended, the Reconstruction Era Florida Civil Rights Act of 1992, the Florida Law Against Discrimination, the Uniform Services Employment and Reemployment Rights Act (“USERRA”), the Genetic Information Nondiscrimination Act (“▇▇▇▇”), the Immigration Reform and Control Act (“IRCA”), Florida Whistleblower Protection Act, Florida Workers' Compensation Law Retaliation provision, Florida Wage Discrimination Law, Florida Minimum Wage Act, Florida Equal Pay Law, Florida AIDS Act, Florida Discrimination on the California Basis of Sickle Cell Trait Law, Florida OSHA, the Florida Constitution, the Florida Fair Employment and Housing Act, the California Labor Code, the California Business all including any amendments and Professions Code, the California constitutiontheir respective implementing regulations, and any claims at common law. Employee further knowingly other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and willingly agrees to waive the provisions released and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims under any whistleblower laws or whistleblower provisions of other laws excepting only:
(i) rights of the Executive under this Agreement;
(ii) rights of the Executive relating to equity awards held by Employee against the Bank and Executive as of the CompanyTermination Date;
(iii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(iv) claims for benefits under any health, and disability, retirement, life insurance or other similar employee benefit plan or arrangement of the other persons and entities released in this General Release, but, Company Affiliated Group; and
(v) claims for the reimbursement of unreimbursed business expenses incurred prior to the extent permitted Termination Date pursuant to applicable Company policy. Excluded from this Agreement are any claims which cannot be waived 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 including but not limited to the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or similar state or local agency. However, the Executive is waiving his right to any such damages monetary recovery should the EEOC or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeother agency pursue any claim on his behalf.
Appears in 1 contract
Sources: Separation Agreement (St Joe Co)
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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇ County (▇▇▇▇▇▇▇▇▇▇ 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: 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
Sources: General Release (Altimmune, 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 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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: 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
Sources: Employment Agreement
General Release. In consideration exchange for the payments Payment and benefits specified set forth in Section 6.2(a) or Section 6.2(b)1, as applicable the Employee hereby releases and forever discharges the Company and all of the Employment Agreementits parents, Employee agrees to unconditionally, irrevocablysubsidiaries and affiliates, and forever fully release, waive, the predecessors and discharge the Bank and the Companysuccessors of all of these entities, and each and all of their pastassociates, presentowners, and future parent companiesstockholders, subsidiaries, related entities, affiliates, predecessors, successorsmembers, assigns, officersemployees, agents, contractors, consultants, directors, managersofficers, employees, members, shareholders, ownerspartners, representatives, attorneys, insurers, reinsurerslawyers, and agents (and the pastall persons acting by, presentthrough, and future officersunder, directorsor in concert with them, managers, 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 PartiesReleasees”) ), of and from and against any and all claims, manner of action or actions, causes or causes of action, in law or in equity, suits, demandsdebts, liens, contracts, agreements, obligationspromises, liabilities, claims, demands, damages, losses, compensationcosts or expenses, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen fixed or unforeseencontingent (hereinafter called “Claims”), which the 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, injuryevents or facts occurring or existing prior to the Agreement Date, incidentexcept as expressly provided herein. The Claims released by this Agreement include, circumstancewithout limitation, cause any Claim based on alleged conduct causing damage or thing whatsoeverinjury of any kind, from the beginning including any tort; breach of time up any contract, including any employment agreement; breach of any covenant of good faith and fair dealing, express or implied; legal restrictions relating to and including the date an employer’s ability to terminate its employees; violation of Employee’s execution of this Release Agreementany federal, state or local statute, ordinance or regulation, 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 Act, the Reconstruction Era Civil Rights Americans With Disabilities Act, the California ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Employment and Housing Labor Standards Act, the California Labor Code, the California Business and Professions Code, the California constitutionWARN Act, and any claims at common lawother or similar state laws prohibiting discrimination, harassment and retaliation and governing wages, hours and other terms and conditions of employment. This Release will not apply to the Employee’s right to receive the Payment and insurance benefits provided for in Section 1 of this Agreement or to retirement benefits or stock options that have vested and accrued prior to the Separation Date, or prohibit the Employee further knowingly and willingly agrees from participating in the investigation of an administrative charge or complaint by a state or federal agency. By re-executing this Agreement on the Separation Date, the Employee’s general release of Claims hereby extends to waive all Claims which the provisions and protections Employee has or may hereafter have against the Releasees by reason of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against acts, omissions, events or facts occurring or existing on or before 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 reinstatementSeparation Date. This General Release does not include any claims that cannot lawfully be waived or released by Employee.3
Appears in 1 contract
Sources: Severance Agreement (Allergan Inc)
General Release. In consideration As of the Effective Date, except as to the rights and obligations provided for under the payments terms of this Agreement, Named Plaintiffs and benefits specified in Section 6.2(a) each Class Member, on behalf of himself or Section 6.2(bherself and on behalf of his or her respective heirs, assigns, beneficiaries, and successors (the “Releasing Parties”), as applicable of the Employment Agreement, Employee agrees shall automatically be deemed to unconditionally, irrevocably, have fully and irrevocably released and forever fully releasedischarged Defendant, waive, and discharge the Bank and the Company, and each and all of their its past, present, present and future parent companiespredecessors, successors, parents, subsidiaries, related entitiesdivisions, affiliatesemployees, predecessors, successorsAffiliates, assigns, officers, directors, managers, employees, members, shareholders, 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) (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 localagents, including, but not limited to, Title VII of the Civil Rights ActHeritage Community Bank; Sand Ridge Bank; Citizens First State Bank; Community First Bank & Trust; Peoples Community Bank; ▇▇▇▇▇ Union Bank and Trust Co.; ▇▇▇▇▇ Union Bank F.S.B.; Liberty Savings Bank; Flagstar Bank, FSB; Insight Bank; The First Bexley Bank; The Guernsey Bank; and MainSource Bank (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: This General Release covers not only “Defendant Releasees”) from any and all claims by Employee losses, fees, charges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, attorneys' fees, actions, and causes of action of every nature, character, and description, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, legal, statutory, or equitable, based on contract, tort, or any other theory, that result from, arise out of, and/or in any way relate to the conduct, omissions, duties, or facts during the Class Period that were or could have been alleged in the Complaint (the “Released Claims”) relating to the assessment of APSN Fees or Retry Fees. Each Class Member is barred and permanently enjoined from bringing on behalf of themselves, or through any person purporting to act on their behalf or purporting to assert a claim under or through them, any of the Released Claims against the Bank and Defendant Releasees in any forum, action, or proceeding of any kind. In addition to any other defenses the CompanyDefendant Releasees may have at law, and the other persons and entities released in this General Releaseequity, butor otherwise, to the extent permitted by applicable law, it also covers this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any claim action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. The Releasing Parties may hereafter discover facts other than or different from those that he/she knows or believes to be true with respect to the subject matter of the claims released herein, or the law applicable to such claims may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date, he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and released known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, contingent or non-contingent claims with respect to all of the matters described in or subsumed by herein. Further, each of those individuals agrees and acknowledges that he/she shall be bound by this Agreement, included by the release herein and that all of their claims in the Action shall be dismissed with prejudice and released, whether or not such claims are concealed; without regard to subsequent discovery of different or additional facts and subsequent changes in the law; and even if he/she never receives actual notice of the Settlement, never receives forgiveness of Uncollected Amounts, and/or never receives a distribution of funds or credits from the Settlement. Except for damages the forgiveness of Uncollected Amounts provided for in Section 3, nothing in this Agreement shall operate or reinstatement asserted on Employee’s behalf be construed to release any claims or rights that Defendant has to recover any past, present, or future amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, loans, or other person debts with the Defendant Releasees, pursuant to the terms and conditions of such accounts, loans, or entityany other debts. Likewise, includingnothing in this Agreement shall operate or be construed to release any defenses, without limitationrights, or set-off that Named Plaintiffs or any government agencyClass Member has other than with respect to the Released Claims, in the event the Defendant Releasees seek to recover any past, present, or future amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, loans, or other debts with Defendant Releasees, pursuant to the terms and Employee expressly waives the right to conditions of such accounts, loans, or any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeother debts.
Appears in 1 contract
Sources: Settlement Agreement
General Release. In (a) Except as otherwise stated in this Agreement, and in consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable all of the Employment promises and covenants herein, including but not limited to the continued employment and right to receive the Severance Payment, Employee acknowledges and agrees that Employee has actual bona fide disputes with the Company that are released by this Agreement, Employee agrees including without limitation disputes as to unconditionally, irrevocablywage and hour claims, and knowingly and voluntarily releases and forever fully release, waive, and discharge the Bank and discharges the Company, its parent, subsidiary, related, affiliated, predecessor, and successor companies/entities, and each and all of their respective past, present, present and future parent companiesprincipals, subsidiariesowners, related entitiesstockholders, partners, members, directors, officers, joint venturers, joint employers, alter-egos, affiliates, predecessorsfiduciaries, successors, assigns, officers, directors, managerstrustees, employees, membersservants, shareholderscontractors, owners, representativesagents, attorneys, insurers, reinsurersassigns, and agents representatives (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, claims, controversies, disputes, demands, contractsliabilities, agreementsgrievances, obligationscharges, injuries, losses, compensationdamages, wagesmonies, penaltiesinjunctive relief, liabilitiesarbitrations, rightsjudgments, awards, orders, executions, attorney’s fees, debts, interest, expenses and costs, and damages other legal responsibilities, of any kind form or nature whatsoever, and/or any causes of action of whatever kind or character, whether known or unknown, foreseen suspected or unsuspected, unforeseen, unanticipated, unsuspected, or latent, which Employee (or Employee’s predecessors, successors, assigns, representatives, or authorized agents) ever had, now has, or which Employee’s heirs, assigns, executors or administrators hereafter can, shall or may have, arising out of or relating in any way to any acts, circumstances, facts, transactions, omissions, or other subject matters, based on facts occurring prior to the time Employee executes this Agreement (“Released Claims”).
(b) The Released Claims include, but are not limited to any claims, causes of action, rights, actions, suits, charges, or disputes that have been or could be asserted against any of the Released Parties arising out of, in connection with, or in any way related to (i) Employee’s employment with the Company and/or the termination of Employee’s employment from the Company; (ii) any term or condition of Employee’s employment with the Company, including but not limited to any and all wages, compensation, salaries, minimum wage, overtime, holiday pay, bonuses, commissions, pay, allowances, monies, meal and rest period violations or premiums, off the clock work, expenses/reimbursements, wage statements, employee benefits, sick/vacation pay, sick leave, severance pay, retention pay, paid leave benefits, notification rights, any other wage and hour related claims, and any other benefits, penalties, interest, damages, and promises related to the same; and (iii) any claims to any equity interest in the Company, including without limitation stock options, shadow stock, restricted stock, membership units, distribution rights, partnership, stock, and all other forms of equity. Without limiting the foregoing, and by way of examples only, the Released Claims also extend to any and all claims for alleged (A) violation of the National Labor Relations Act (NLRA) (to the extent permitted by law), Title VII of the Civil Rights Act (Title VII), the Americans With Disabilities Act of 1990 (ADA),the Employee Retirement Income Security Act (excluding vested benefits) SMRH:4860-7568-1291.6 -2- OLD: 4860-7568-1291.2 012522 NEW: 4860-7568-1291.3 (ERISA); the Rehabilitation Act, the Occupational Safety and Health Act (OSHA) (federal and California), the American Rescue Plan Act (ARPA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act (FMLA), the California Family Rights Act (CFRA), the Worker Adjustment and Retraining Notification Act (federal and California), the California Fair Employment and Housing Act (FEHA), the Unfair Business Practices Act/Unfair Competition Law (UCL); the California Labor Code, the California Government Code, the California Civil Code, the applicable California Wage Order(s), and the California Private Attorneys General Act (to the extent permitted by law) (all as amended); (B) discrimination or harassment on the basis of any protected status, such as race, color, ancestry, national origin (including language use restrictions), citizenship, religious creed (including religious dress and grooming practices), sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), marital status, domestic partnership status, sexual orientation, gender, gender identity or gender expression, veteran status, military status, political affiliation, family care or medical leave status or the denial of family and medical care leave, age, physical or mental disability (including HIV and AIDS), medical condition (including cancer and genetic characteristics), genetic information, or any other basis protected by applicable federal, state or local law, rule, ordinance or regulation; (C) any whistleblower or retaliation claims on the basis of any protected activity or other protected basis; (D) breach of any express or implied promise, contract or agreement (express or implied), or breach of the implied covenant of good faith and fair dealing; (E) any tort or common law claims, including wrongful discharge, intentional or negligent infliction of emotional distress, negligence, fraud, misrepresentation, defamation, interference with prospective economic advantage, or other tort or common law actions; (F) claims for misclassification, wage and hour, or other claims related to hours, conditions, or compensation related to work; and (G) any other violation of local, state, or federal law, constitution, statute, regulation, ordinance, order, guidance, resolution, public policy, contract, or tort or common law claim, whether for legal or equitable relief, having any bearing whatsoever on the terms and conditions of employment, or association or working relationship, with any of the Released Parties, including but not limited to any allegations for penalties, interest, costs and fees, including attorneys’ fees, incurred in any of these matters, which Employee ever had, now has has, or may claim to have against any or all as 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 this release. All such claims, liabilities or causes of this Release Agreement, action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless of the forum in which they may be brought. The parties intend for this release to be as broad as possible.
(c) Notwithstanding the foregoing, Employee does not waive or release any claim or obligation arising from or in claims under this Agreement, any way related to Employee’s employment with the Bank or the Company, the termination of that employmentclaims for indemnification under Labor Code section 2802, 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: 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 which cannot lawfully be waived or released by private agreement. Further, nothing in this Agreement shall prevent Employee from filing a charge or complaint with, or from participating in, an investigation or proceeding conducted by the SEC, OSHA, EEOC, DFEH, NLRB or any other federal, state or local agency charged with the enforcement of any employment or other applicable laws. Employee, however, understands that by signing this Agreement, Employee waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC, the DFEH or any other state or local deferral agency on Employee’s behalf to the fullest extent permitted by law, but expressly excluding any monetary award or other relief available from the SEC/OSHA, including an SEC/OSHA whistleblower award, or other awards or relief that may not lawfully be waived.
Appears in 1 contract
Sources: Severance Agreement (RadNet, Inc.)
General Release. (a) In consideration for addition to (to the payments and benefits specified extent not otherwise provided in Section 6.2(a) or Section 6.2(bthe Existing Credit Agreement), as applicable and not in lieu of, the terms of this Amendment, the Existing Credit Agreement and the other Loan Documents relating to the Loan Parties’ release of the Employment Agreement, Employee agrees to unconditionally, irrevocablyLenders and the Administrative Agent, and forever fully releasein consideration of, waiveamong other things, the Administrative Agent’s and the Lenders’ execution and delivery of this Amendment, the Borrower and the other Loan Parties, in each case on behalf of itself, and discharge the Bank their respective Subsidiaries and Affiliates and the Companyagents, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsrepresentatives, officers, directors, managersadvisors, employees, members, shareholders, owners, 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 assigns of any such parent companiesof the foregoing (collectively, subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released PartiesReleasors”), hereby forever agree and covenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waive, release and discharge, to the fullest extent permitted by law, each Releasee from and against any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), derivative claims, actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages and punitive damages, demands, contracts, agreements, obligationsbonds, lossesbills, compensationspecialties, wagescovenants, penaltiescontroversies, liabilitiesvariances, rightstrespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has, of whatsoever nature and damages of any kind or nature whatsoeverkind, whether known or unknown, foreseen asserted or unforeseenunasserted, which Employee ever hadliquidated or unliquidated, now has fixed or may claim to have contingent, direct or indirect, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Released Parties forAdministrative Agent and the Lenders in their capacities as such and their respective Affiliates, upon Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, with the Administrative Agent and the Lenders, the “Releasees”), based on facts or by reason circumstances or things, whether or not now known, existing before the First Amendment Effective Date, that relate to, arise 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 otherwise are in any way related to Employee’s employment in connection with (i) any or all of the Loan Documents and any other document or instrument or agreement executed by the Borrower or any other Loan Party in connection with the Bank Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties (including each Guarantor), on the one hand, and any or all of the Lender Parties (in their capacities as such), on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof; provided that, notwithstanding the foregoing, nothing in this Section 6.08 shall release any of the Releasees from (A) any obligations arising under this Amendment and the Credit Agreement (as amended by this Amendment as of the First Amendment Effective Date) or (B) any Claims that arise solely out of such Releasee’s gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). In entering into this Amendment, Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the Companyaccuracy, completeness or validity thereof. The provisions of this Section 6.08 shall survive 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: This General Release covers not only any and all claims by Employee against the Bank and the Company, Credit Agreement and the other persons Loan Documents and entities released the payment in this General Release, but, to full 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 EmployeeObligations.
Appears in 1 contract
General Release. (a) In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(bto be provided to Executive pursuant to Sections 5(a)(i)(B), as applicable 5(a)(i)(C), 5(a)(ii) and 5(a)(iii) of the Employment CIC Continuity Agreement, Employee agrees Executive, for himself and for Executive’s heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to unconditionallycollectively as “Releasors”), irrevocably, forever releases and forever fully release, waive, discharges the Company and discharge the Bank and the Company, and each and all of their its past, present, present and future parent companiesentities, subsidiaries, divisions, affiliates and related business entities, affiliatessuccessors and assigns, predecessorsassets, successorsemployee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), assignsand any of its or their respective past, present and/or future directors, officers, directorsfiduciaries, managersagents, trustees, administrators, 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, attorneys and assigns) , acting on behalf of the Company or in connection with Company business (collectively collectively, the “Released PartiesCompany Entities”) from and against any and all claims, actionsdemands, causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, fees 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 or unforeseen, which Employee Executive ever had, now has have, or may claim to have against any or all of the Released Parties for, upon or Company Entities by reason of any factact, matteromission, injurytransaction, incidentpractice, circumstanceplan, cause policy, procedure, conduct, occurrence, or thing whatsoever, from other matter related to Executive’s employment or the beginning of time termination thereof up to and including the date on which Executive signs this Release.
(b) Without limiting the generality of Employee’s execution of the foregoing, this Release Agreementis intended to and shall release the Company Entities from any and all claims, includingwhether known or unknown, without limitationwhich Releasors ever had, any claim now have, or obligation may have against the Company Entities arising from or in any way related to Employeeout of Executive’s employment with the Bank or the Company, the termination of and/or Executive’s separation from 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, any claim under: (i) the Age Discrimination in Employment Act, as amended by the Reconstruction Era Older Workers Benefit Protection Act, (ii) Title VII of the Civil Rights Act of 1964 or under the Civil Rights Act of 1991, (iii) the Americans with Disabilities Act; (iv) the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), (v) the Family and Medical Leave Act, (vi) 42 USC §§ 1981-86, (vii) the Equal Pay Act, (viii) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, (ix) Section 922 of the ▇▇▇▇-▇▇▇▇▇ Act, (x) the Federal False Claims Act, the California Fair Employment New York State Human Rights Law; (xi) the New York City Administrative Code; (xii) the New York Labor Law; (xiii) the New York Minimum Wage Act; (xiv) the statutory provisions regarding retaliation/discrimination under the New York Worker’s Compensation Law; and Housing (xv) the New York City Earned Sick Time Act, as all of those statutes may have been amended. Without limiting the California Labor Codegenerality of the foregoing, this Release is also intended to and shall release the Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities, whether based on federal, state, or local law, statutory or decisional, arising out of Executive’s employment, the California Business termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, any claims for wrongful or retaliatory discharge, breach of contract (express, implied or otherwise), breach of the covenant of good faith and Professions Codefair dealing, detrimental reliance, interference with contractual relations or any prospective business advantage, defamation, slander or libel, invasion of privacy, intentional and negligent infliction of emotional distress, false imprisonment, compensatory or punitive damages, any claims for attorneys’ fees, costs, disbursements and/or the California constitutionlike, any claims for wages, bonuses, or other benefits, and any claims at common lawfor negligence or intentional tort, arising up to and including the date on which Executive signs this Release.
(c) Nothing in this Release prevents Executive from providing truthful information to any governmental entity, nor does it interfere with Executive’s right to file a charge with or participate in any investigation or proceeding conducted by the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission or a state or local fair employment practices agency. Employee further knowingly Nevertheless, Executive acknowledges and willingly agrees that Executive hereby waives any right to waive seek or to share in any relief, monetary or otherwise, relating to any claim released herein whether such claim was initiated by Executive or not. In addition, nothing in this Release shall impair Executive’s right under the whistleblower provisions and protections of Section 1542 any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for the information provided to any government authority under such law or regulation.
(d) Notwithstanding the foregoing, this Release shall not release the Company from: (i) any obligations under the CIC Continuity Agreement or Executive’s right to enforce the terms of the California Civil CodeCIC Continuity Agreement; (ii) any obligations regarding any rights of Executive as a current or former officer, which reads: This General Release covers not only any and all claims by Employee against director or employee of the Bank and Company or its affiliates to indemnification under the terms of the CIC Continuity Agreement, the Company’s bylaws or charter or any insurance policy or other agreement under which Executive is entitled to indemnification or directors’ and officers’ liability coverage; (iii) any claims or causes of action that cannot legally be waived, and the other persons and entities released in this General Releaseincluding, butbut 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 entityearned but unpaid wages, includingworkers’ compensation benefits, without limitation, any government agencyunemployment benefits, and Employee expressly waives the right to any such damages or reinstatement. This General Release does not include vested 401(k) benefits; (iv) any claims that canmay arise in the future from events or actions occurring after the date on which Executive signs this Release; and (v) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this Release, Executive represents that Executive has not lawfully be waived commenced or released by Employeejoined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Entities arising out of or relating to any of the matters set forth in this paragraph.
Appears in 1 contract
Sources: Change in Control Continuity Agreement (Capri Holdings LTD)
General Release. In consideration 5.1 The Seller represents that according to the Company’s financial statements and other reports from the Company’s CEO, the company is indebted to some of its employees and suppliers in the aggregate amount of over US$ 50,000, and it is currently in a legal dispute with the Company’s CEO over a claim for salary payment and reimbursements of other expenses in the aggregate amount of over US$ 250,000 (the “Dispute”). Various information related to the Dispute is attached hereto as Annex G.
5.2 The Seller acknowledges that by receiving the Consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b)Purchased Shares from the Purchaser, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, it releases and forever fully releasedischarges the Company and its parent corporations, waivesubsidiaries, members and discharge the Bank and the Companyaffiliates, and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, respective predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurerssuccessors in interest, and agents (and the past, present, present and future officers, directors, managers, employees, membersagents, shareholders, managers, owners, representatives, attorneys, insurers, reinsurersand heirs (collectively, 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, complaints, suits, damages, actions, causes of action, suits, demands, contracts, agreements, obligations, losses, compensationexpenses, wages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee ever had, fees including attorneys’ fees and/or demands whatsoever that the Seller now has or may claim to have in the future 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 AgreementParties, including, without limitation, any claim or obligation claims arising from out of or in any way related connected to Employee’s employment with the Bank or Dispute.
5.3 The Purchaser acknowledges that by receiving the CompanyPurchased Shares from the Seller, it releases and forever discharges the Seller and its parent corporations, subsidiaries, members and affiliates, and all of their respective predecessors, assigns, successors in interest, and past, present and future officers, directors, employees, agents, shareholders, managers, owners, attorneys, insurers, and heirs (collectively, the termination of that employment“Released Parties”), 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: This General Release covers not only from any and all claims by Employee claims, complaints, suits, damages, actions, causes of action, losses, expenses, fees including attorneys’ fees and/or demands whatsoever that the Purchaser now has or may have in the future 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 entityReleased Parties, including, without limitation, claims arising out of or in any government agency, and Employee expressly waives way connected to the right to any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by EmployeePurchased Shares and/or the Company.
Appears in 1 contract
General Release. In consideration for (a) You, on behalf of yourself and your family, agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and assigns (the payments and benefits specified in Section 6.2(a) or Section 6.2(b“Releasors”), as applicable of the Employment Agreementhereby irrevocably and unconditionally release, Employee agrees settle, cancel, acquit, discharge and acknowledge to unconditionally, irrevocablybe fully satisfied, and forever fully releasecovenant not to ▇▇▇ the Company and each of its respective past and/or present parents, waivesubsidiaries, affiliates, successors and discharge the Bank and the Companyassigns, and each and all of their past, presentrespective predecessors, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, past and/or present 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, agents or other representatives, attorneys, insurers, reinsurers, and agents employee benefit plans of any such parent companies, subsidiaries, related entities, the Company or its affiliates, predecessorsincluding, successorsbut not limited to, trustees and assigns) administrators of these plans, in each case, in their individual and/or representative capacities (collectively collectively, the “Released PartiesReleasees”) from and against any and all claims, actionscontractual or otherwise, demands, costs, rights, causes of action, suitscharges, demandsdebts, contractsliens, agreementspromises, obligations, complaints, losses, compensation, wages, penalties, liabilities, rights, damages and damages all liability of any whatever kind or nature whatsoeverand nature, whether known or unknown, foreseen and hereby waive any and all rights that he, she or unforeseen, which Employee ever had, now has or it 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 whatsoeverhave, from the beginning of time up to and including the date time of Employee’s execution of signing this Release Agreement, includingor that otherwise may exist or may arise in respect of your employment or separation from employment with the Company, without limitation, any claim or obligation arising from or is in any way connected with or related to Employee’s employment with the Bank any applicable compensatory or the Companybenefit plan, the termination of that employmentprogram, policy 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 localarrangement, including, but not limited to, any claims arising under any United States federal, state or local laws or any applicable laws of any other country, including, but not limited to, any and all claims under Title VII of the Civil Rights ActAct of 1964, as amended, the Civil Rights Act of 1991, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, the Equal Pay Act, the Reconstruction Era Civil Rights ActAmericans with Disabilities Act of 1990, as amended, the California Fair Employment Family and Housing ActMedical Leave Act of 1993, the California Labor CodeEmployee Retirement Income Security Act of 1974, the California Business and Professions Code, the California constitutionas amended, 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: This General Release covers not only any and all other United States federal, state or local regulations, ordinances or public policies, any common law or equity claims and any applicable laws of any other country, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of its affiliates and yourself, now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided, that such released claims shall not (i) include any claims to enforce your rights under, or with respect to, this Release Agreement or the severance payments and benefits to be provided under Section 7(f)(i) of your Employment Agreement, dated as of December _____, 2021, by Employee against the Bank and between you and the CompanyCompany (the “Employment Agreement”), and (ii) include any claims that may arise after the other persons and entities released in date on which you or the Company signs this General ReleaseRelease Agreement, 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 (iii) include any claims that cannot lawfully be waived as a matter of law, (iv) include any claims for vested employee benefits, (v) include any right to exercise options or other equity awarded under the Company’s 2020 Incentive Plan, as amended from time to time, or (v) be considered a waiver of or otherwise limit your rights in your capacity as an officer of the Company to indemnification, exculpation, or liability or advancement of expenses under the Company’s governing documents or benefits under any directors or officers insurance policy maintained by the Company (the foregoing sub-clauses (i) through (iv) shall collectively be referred to as the “Retained Claims”).
(b) The Releasors agree not to bring any action, suit or proceeding whatsoever (including the initiation of governmental proceedings or investigations of any type) against any of the Releasees hereto for any matter or circumstance concerning which the Releasors have released the Releasees under this Release Agreement. Further, the Releasors agree not to encourage any other person or suggest to any other person that he, she or it institute any legal action against the Releasees. Nothing in this Release Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission or self-regulatory organization (the “Government Agencies”). You further understand that this Release Agreement does not limit your ability to communicate with the Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by Employeeany Government Agency, including providing documents or other information, without notice to the Company. This Release Agreement does not limit your right to receive an award for information provided to any Government Agencies.
Appears in 1 contract
Sources: Employment Agreement (Eos Energy Enterprises, 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)this Release, as applicable Employee, on behalf of the Employment Agreementherself and her agents, Employee agrees to unconditionallyspouse, irrevocablyheirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever fully release, waive, and discharge the Bank and discharges the Company, and each and its parents, subsidiaries or affiliates, together with all of their past, present, the foregoing entities’ respective current and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsformer principals, officers, directors, managers, employees, memberspartners, shareholders, ownersagents, representatives, attorneys, insurers, reinsurers, and agents (and the past, present, and future officers, directorsmembers, managers, and employees, membersand each of the above listed person’s heirs, shareholdersexecutors, ownerssuccessors and assigns whether or not acting as his or her representative, representativesindividual or any other capacity (collectively, 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 (“Claims”), which Employee ever had, now has has, or may hereafter claim to have against the Releasees, including but not limited to, those related to or arising from Employee’s employment with the Company, the cessation thereof, the Employment Agreement, the Transition Agreement, or any or all of the Released Parties for, upon or by reason of 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 of Employee’s execution of this Release Agreementby Employee (the “General Release”). The General Release shall apply to any Claim of any type, including, without limitation, any claim or obligation arising from or in any way related Claims with respect to Employee’s employment with the Bank or the Companyentitlement to any wages, 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 Claims of any type that Employee may have arising under the common law; any Claims arising under the Employment Agreement or ordinances, whether federal, state or local, including, but not limited to, Transition Agreement; 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 Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Texas Human Rights Act, the California Fair Employment and Housing Labor Standards Act, the California Labor Codefederal Workers’ Adjustment and Retraining Notification Act, the California Business ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as amended; and Professions Codeany 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 California constitutionReleasees and Employee, and any claims at common law. Employee shall further knowingly and willingly agrees apply, without limitation, to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against Claims in connection with, related to or arising out of Employee’s employment relationship, or the Bank termination of employment, with the Company or any Releasee and to any Claims for fraud or fraud in the Company, and the other persons and entities released inducement or fraudulent misrepresentation in relation to any such matters. Notwithstanding this General Release, butEmployee does not hereby release, waive or relinquish any of Employee’s rights arising out of this Release or to any benefit under any Company benefit plan accrued by Employee prior to the Separation Date. Additionally, Company and Employee agree that Employee will continue to be covered by any and all indemnification agreements, including without limitation, Section 14 of the Employment Agreement as well as any applicable Company directors and officers insurance policy, after the Separation Date, and Employee is not releasing, waiving or relinquishing her rights related to any indemnification she would be entitled to receive as if she continued to be an active employee of the Company. Further, Company and Employee agree that Employee is not releasing, waiving or relinquishing any right to payment of unpaid amounts, if any, owed to Employee pursuant to (i) Section 3(d) of the Employment Agreement that relate to expenses incurred on or before the Separation Date and (ii) Section 3(a)(i) [and Section 3(a)(ii)] of the Transition Agreement.
(b) Except as provided in Section 3(a)(i) [and Section 3(a)(ii)] of the Transition Agreement, Employee acknowledges and agrees that the Company and its affiliates have fully satisfied any and all obligations owed to her, and no further sums are owed to her by the Company or by any of the other Releasees at any time. Employee represents and warrants that Employee has not filed, and Employee will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Release before any federal, state, or local administrative agency or court against any Releasee, concerning any event occurring prior to the signing of this Release.
(c) Notwithstanding the foregoing, nothing contained in this Release limits Employee’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (collectively, “Government Agencies”) or limits Employee’s ability to provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Employee, on her behalf, or by any other individual. However, to the maximum extent permitted by law, Employee agrees that if such a charge or complaint is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. This Release does not limit or prohibit Employee’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law.
(d) Nothing in this Section 3 shall be deemed to release (i) Employee’s right to enforce the terms of this Release, or (ii) any Claim that cannot be waived under applicable law, it also covers including any rights to workers’ compensation or unemployment insurance.
(e) Employee hereby represents and warrants to the Releasees that Employee is the sole owner of any Claims that Employee may now have or in the past had against any of the Releasees and that Employee has not assigned, transferred, or purported to assign or transfer any such Claim to any person or entity. Employee represents that she has suffered no work-related injuries while providing services for the Company and represents Employee does not intend to file any claim for damages compensation for work-related injury. Employee further represents that Employee has not filed any lawsuits or reinstatement asserted on Employee’s behalf claims against any of the Releasees, or filed any charges or complaints with any agency against any of the Releasees. Employee represents that she has not reported any alleged improper conduct or activity to the Company or any of its affiliates; that she has no knowledge of any such conduct or activity; and that she has not been retaliated against for reporting any allegations of wrongdoing by the Company or any other person of its affiliates.
(f) Employee acknowledges that this Section 3 contains a waiver of any rights and claims under the ADEA and the Older Workers Benefit Protection Act. Employee acknowledges and represents that she has been given at least twenty-one (21) days during which to review and consider the provisions of this Release and, specifically, the General Release set forth in this Section 3, or entity, including, without limitation, any government agency, has knowingly and Employee expressly waives voluntarily waived the right to any do so, with the execution of this Release constituting a voluntary waiver. Employee further acknowledges and represents that she has been advised by the Company that she has the right to revoke this Release for a period of seven (7) days after signing it. Employee acknowledges and agrees that, if she wishes to revoke this Release, she must do so in a writing, signed by her and received by ▇▇▇▇▇▇ ▇▇▇, General Counsel, at ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ no later than 5:00 p.m. local time on the seventh (7th) day of the revocation period. If the last day of the revocation period falls on a Saturday, Sunday or holiday, the last day of the revocation period will be deemed to be the next business day. If no such damages or reinstatement. This revocation occurs, the General Release does not include any claims that cannot lawfully be waived or released by Employeeand this Release shall become effective on the eighth (8th) day following her execution of this Release.
Appears in 1 contract
General Release. In consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b)Employee, as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocablyon his own behalf, and on behalf of his heirs and assigns, hereby fully and forever fully release, waive, unconditionally releases and discharge the Bank and discharges the Company, all of its past and each present parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, past or present 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, insurers and agents of any such parent companiesof them, subsidiaries(hereinafter referred to collectively as "Releasees"), related entities, affiliates, predecessors, successorsof and from, and assigns) (collectively the “Released Parties”) from and covenants not to ▇▇▇ or assert against Releasees, for any and purpose, all claims, actionsadministrative complaints, demands, actions and causes of action, suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, of every kind and damages of any kind or nature whatsoever, whether known at law or unknownin equity, 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 my employment with by the Bank or the Company, Company including the termination thereof, based in whole or in part upon any act or omission concerning on or before the date of that employmentthis general release, whether negligent or intentional, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or an alleged which Employee, or any person acting on his behalf may at any future time have or claim to have, including specifically, but not by way of limitation, unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of the Employment Agreement. This General Release specifically includescontract, but is not limited toexpress or implied, any claim for discrimination promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or violation of any statutes, rules, regulations or ordinances, whether under federal, state or locallocal laws, includingsuch as the Fair Labor Standards Act, but not limited tothe Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights ActAct of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, the Pregnancy Disability Act, the Equal Pay Act, and the Colorado Civil Rights Act, excepting only retirement benefits described herein, COBRA rights, unemployment compensation and worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the California Fair Employment facts and Housing Actlaw concerning this general release may be other than as presently known to Employee, and acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall be governed by and construed in accordance with the laws of Colorado. In the event of any dispute under this release, the California Labor Code, the California Business prevailing party shall be entitled to recover all costs 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: 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 reasonable attorneys' fees incurred 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 Employeeconnection therewith.
Appears in 1 contract
Sources: Retirement, Severance and Termination of Employment Agreement (Pease Oil & Gas Co /Co/)
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: 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 "A 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
General Release. In consideration for the payments Consultant, on behalf of himself and benefits specified in Section 6.2(a) or Section 6.2(b)his heirs, as applicable of the Employment Agreementexecutors, Employee agrees to unconditionallyadministrators, irrevocablyfamily members, attorneys and assigns, hereby waives, forever fully release, waive, generally releases and discharge the Bank and discharges the Company, together with the Company’s directors, subsidiaries, divisions and affiliates, whether direct or indirect, its and their joint ventures and joint venturers (including each and all of their respective directors, officers, employees, shareholders, members, managers, partners, attorneys, insurers, and agents, past, present, and future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurersfuture), and agents each of its and their respective successors and assigns (and the pasthereinafter collectively referred to as “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, known or unknown actions, causes of action, suits, demandscomplaints, contractscontracts (whether oral or written, agreementsexpress or implied from any source), obligations, losses, compensation, wages, penalties, liabilities, rights, promises and damages liabilities of any kind kind, in law or nature whatsoeverequity, whether known or unknown, foreseen or unforeseen, which Employee that Consultant ever had, may now has have or hereafter can, will or may claim to have against any or all the Releasees as 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 localEffective Date (defined below), including, but not limited to: Page 7 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ February 9, 2022
(i) claims, actions, causes of action or liabilities arising under, or related to, the Employment Agreement;
(ii) claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefits Protection Act (the “OWBPA”), the Equal Pay Act, the Reconstruction Era Fair Labor Standards Act, the Employee Retirement Income Security Act, the Rehabilitation Act, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act, the California Fair Employment and Housing 1991 Civil Rights Act, the California Labor CodeFamily and Medical Leave Act, and/or any other federal, state, municipal or local employment discrimination statutes or ordinances (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(iii) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or
(iv) future causes of action under the California Business federal false claims act and/or any state false claims act relating in any manner to information learned while employed with the Company; and/or
(v) any other claim whatsoever including, but not limited to, claims for severance pay, sick pay, unpaid wages, unpaid bonuses, unpaid paid time off, claims based upon breach of contract, breach of the covenant of good faith and Professions Codefair dealing, wrongful termination, defamation, interference with contract, intentional and/or negligent infliction of emotional distress, fraud, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to his employment with and/or separation from employment with the California constitutionCompany and/or any of the other Releasees, but excluding any claims that by law Consultant cannot waive, including claims for indemnification, and any claims at common law. Employee further knowingly and willingly agrees claim that the Company has failed to waive the provisions and protections of Section 1542 make any payments or to provide any of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released payments or benefits described 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 1 contract
Sources: Transition and Consulting Agreement (Kiromic Biopharma, Inc.)
General Release. In (a) For and in consideration for of the payments to be made and benefits specified in Section 6.2(a) or Section 6.2(bthe promises set forth under the Letter Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as “Releasors”), as applicable of the Employment Agreement, Employee agrees to unconditionally, irrevocably, and hereby forever fully release, waive, waive and discharge the Bank Employer, its employee benefit and/or pension plans or funds, insurers, successors and the Companyassigns, and each and all of its or their past, present, and present and/or future parent companies, subsidiaries, related entities, affiliates, predecessors, successors, assignsdirectors, officers, directorstrustees, managersagents, counsel, employees, membersfiduciaries, shareholderstrustees, ownersadministrators, 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, successors and assigns) , whether acting on behalf of the Employer 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, fees and damages liabilities of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Employee Releasors ever had, now has have, or hereafter may claim to have against any or all of the Released Parties for, upon or Releasees by reason of any factactual or alleged act, matteromission, injurytransaction, incidentpractice, circumstancepolicy, cause procedure, conduct, occurrence, or thing whatsoever, from the beginning of time other matter up to and including the date of Employee’s my execution of this Release AgreementGeneral Release, includingin connection with, without limitation, any claim or obligation arising from or in any way related to Employee’s employment or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Bank Employer.
(b) Without limiting the generality of the foregoing, this General Release is intended and shall release the Releasees from any and all claims, whether known or the Companyunknown, the termination of that employmentwhich Releasors ever had, now have, or an alleged breach of may hereafter claim to have against 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, Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Age Discrimination in Employment Americans with Disabilities Act, the Reconstruction Era Civil Rights Employee Retirement Income Security Act of 1974, as amended or the Family and Medical Leave Act; (ii) any claim under the Georgia Equal Pay Act, the California Fair Georgia Equal Employment and Housing Act, the California Labor for Persons with Disabilities 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: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the Georgia Age Discrimination Act; (iii) any other persons and entities released in this General Releaseclaim (whether based on federal, but, to the extent permitted by applicable state or local law, it also covers statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited, breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for damages attorney’s fees, costs, disbursements and the like.
(c) Except as provided herein or reinstatement asserted on Employee’s behalf as otherwise required by law, I agree that I will not, from any other person source or entityproceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 2(a) or (b) above, including, without limitation, any government source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, and Employee expressly waives the right investigative or administrative body against any Releasee with respect to any such damages actual or reinstatement. This alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this General Release does which I released pursuant to Section 2(a) or (b) above. I further represent that, as of the date I sign this General Release, I have not include taken any action encompassed by this Section 2(c). If, notwithstanding the foregoing promises, I violate this Section 2(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys’ fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 2(c) shall not apply to any claims that canI may have under the ADEA and shall not lawfully be waived apply to the portion of the release provided for in Section 2(a) or released (b) relating to the ADEA.
(d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 2 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated July 30, 2003, as amended (the “Plan of Reorganization”), the Employer’s By-laws, the Employer’s Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Employer; (ii) my rights under any tax-qualified pension plan maintained by Employeethe Employer or claims for accrued, vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Employer or under COBRA; or (iii) my rights under the Letter Agreement. In addition, the release and covenants in this Section 2 shall not impact the release applicable to me pursuant to the Plan of Reorganization.
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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 As a material inducement to Employer's decision to enter into this Agreement, Employee agrees to unconditionallyhereby irrevocably and unconditionally releases, irrevocably, acquits and forever fully releasedischarges the Employer and its 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, insurers, reinsurers, representatives and agents attorneys of any such parent companies, subsidiariesdivisions, related entities, subsidiaries and affiliates, predecessors, successors), and assigns) (collectively the “Released Parties”) all persons acting by, through, under or in concert with any of them, or any of them, from and against any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, 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 actually incurred) 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 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 localunsuspected, including, but not limited toto rights under federal, Title VII state or local laws which Employee now has, owns or holds, or claims to have, own or hold, or which Employee at any time heretofore had, owned or held, or claimed to have, own or hold, or which Employee at any time hereinafter may have, own or hold, or claim to have, own or hold against Employer or any of the Civil Rights Actother parties, 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 including any claims at common lawfor compensation or benefits that could be asserted under the Employment Agreement, but not including claims arising out of the breach of this Agreement. Employee further knowingly expressly waives and willingly agrees to waive the provisions relinquishes all rights and protections of benefits afforded by Section 1542 of the Civil Code of the State of California, and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 of the Civil Code of the State of California Civil Codestates as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which reads: This General Release covers not only any and all claims if known by Employee against him must have materially affected his settlement with the Bank and debtor." Thus, notwithstanding the Companyprovisions of Section 1542, and for the other persons purpose of implementing a full and entities released complete release and discharge of the parties, Employee expressly acknowledges that this Agreement is intended to include 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, includingits effect, without limitation, any government agencyall claims which Employee does not know or suspect to exist in his favor at the time of execution hereof, and Employee expressly waives this Agreement contemplates the right to extinguishment of all such claim or claims, except any such damages or reinstatement. This General Release does not include any claims that cannot lawfully be waived or released by Employeeclaim arising out of the breach of this Agreement.
(i) the proviso in Section 9(c) of the Employment Agreement concerning suspension of severance payments and benefits shall
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Sources: Severance Agreement (Imperial Credit Industries 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 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: 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