Common use of General Release Clause in Contracts

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 10 contracts

Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claimsclaims (including claims for attorney’s fees), demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities or (ii) the Employment Agreement; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (ax) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Employment Agreement, (y) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (z) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 6 contracts

Sources: Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.)

General Release. For good In consideration of the benefits provided to Borrower under the terms and valuable considerationprovisions hereof, the receipt and adequacy of which is Borrower hereby acknowledged, Iagrees as follows ("General Release"): (a) Borrower, for myself itself and my successors, on behalf of its successors and assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Bank, its stockholdersall of Bank's predecessors in interest, and all of Bank's past and present officers, directors, employees, agents and attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated, of every kind each as though fully set forth herein at length (each, a "Released Claim" and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has), that Borrower now has had or may have against any one or more acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Amendment to Bank (hereafter, the "Release Date"), including without limitation, those Released Parties Claims in any way arising out of, based upon connected with or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsany and all prior credit accommodations, if any, provided by Bank, or any of Bank's predecessors in interest, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned Borrower, and the Companyany agreements, dated [Date] (the “CIC Agreement”) notes or documents of any kind related thereto or the rights of the undersigned transactions contemplated thereby or hereby, or any other agreement or document referred to enforce such obligations; herein or therein. (b) any Borrower hereby acknowledges, represents and all obligations warrants to Bank as follows: (i) Borrower understands the meaning and effect of Section 1542 of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.California Civil Code which provides:

Appears in 6 contracts

Sources: Credit Agreement (S&W Seed Co), Ex Im Working Capital Guarantee Credit Agreement (S&W Seed Co), Credit Agreement (S&W Seed Co)

General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Employment Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectlyalleged whistleblower status, related to the Company's business, my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims under the ADEA I may have against the Company that arise after the date I execute this General Release or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to ’s qualified benefit plans or arrangements as of or after my last day of employment with the Change in Control Agreement between the undersigned and Company or on any of the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all ’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyEmployment Agreement.

Appears in 5 contracts

Sources: Employment Agreement (Devon Energy Corp/De), Management Agreement (Vaughan Foods, Inc.), Employment Agreement (Devon Energy Corp/De)

General Release. For good Executive, on behalf of Executive and valuable considerationExecutive’s heirs, the receipt executors, administrators, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs hereby voluntarily, unconditionally, irrevocably and representatives (each, a "Releasing Party"), hereby release absolutely releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Company and its past, its stockholderspresent and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, employeesagents, agents and attorneys, insurers, benefit plans, benefit plan administrators, and all of their respective successorspredecessors, assigns, heirs successors and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demands, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities or obligationsof any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, pending suspected or not pending, liquidated or not liquidated, unsuspected of every kind and any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the "date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Claims") which the Releasing Party Parties, in each case, that Executive ever had, now has, has had or may hereafter have against any one Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or more other law, regulation, ordinance, constitutional provisions, executive order or other source of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentlaw; provided, however, that this General Release shall have no effect whatsoever upon: the Released Claims will not include (aA) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties Company under this Agreement or the obligation of the Company to defendpay the Severance Benefits, indemnify, hold harmless (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or reimburse the undersigned any of its affiliate’s governing documents or as otherwise agreed with Executive under the Indemnification Employment Agreement between the Company or any other agreement providing for indemnification rights, (C) any Claim under directors’ and the undersignedofficers’ insurance or other fiduciary or liability coverage, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant including with respect to insurance policies, if any, for acts any claims made or omissions threatened against Executive in the undersignedExecutive’s capacity as a director, manager, officer and/or or employee thereof; 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 (cF) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all rights Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the undersigned may have Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to vested a governmental agency or accrued benefits regulatory entity if properly subpoenaed or entitlements otherwise required to do so under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partylaw.

Appears in 5 contracts

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

General Release. For good On and valuable considerationas of the Effective Date of this Agreement and in consideration of the agreements set forth herein, the receipt and adequacy of each Loan Party which is hereby acknowledgeda party hereto, I, for myself on behalf of itself and my successors, its successors and assigns, heirs and representatives does hereby: (eacha) release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Administrative Agent and each Lender, its stockholdersall of Administrative Agent’s and each Lender’s predecessors-in-interest, and all of Administrative Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, a “Claim”), each as though fully set forth herein at length, that any Borrower, any Loan Party or any of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, their respective successors or assigns now has had or may have against any one or more as of the Released Parties Effective Date of this Agreement in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's businesstransactions contemplated by the Loan Documents (including this Agreement) or any of them or any provision or failure to provide credit or other accommodations to any Borrower or any other Person under the Loan Documents (including this Agreement) or any of them or any other agreement, my employment with document or instrument referred to, or otherwise related to, any or all of the Company Loan Documents (including this Agreement) or any of them (each, a “Released Claim”); and (b) specifically acknowledge and agree that: (i) none of the termination provisions of such employmentthe release contained in Section 6(a) above (the “General Release”) shall be construed as or constitute an admission of any liability on the part of Administrative Agent or Lenders (or any of them); provided, however, that this (ii) the provisions of the General Release shall have no effect whatsoever upon: (a) the Company's obligationsconstitute an absolute bar to any Released Claim of any kind, if anywhether any such Released Claim is based on contract, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companytort, dated [Date] (the “CIC Agreement”) warranty, mistake or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendother theory, indemnifywhether legal, hold harmless statutory or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofequitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of the General Release shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

Appears in 4 contracts

Sources: Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the agreement between the Employer and the Executive, dated August 14, 2009, (the “Letter Agreement”) and after consultation with counsel, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Letter Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Letter Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Letter Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Letter Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits as required by the Letter Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Letter Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Letter Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 4 contracts

Sources: Letter Agreement (Penn Millers Holding Corp), Letter Agreement (Penn Millers Holding Corp), Employment Agreement (Penn Millers Holding Corp)

General Release. For good On and valuable considerationas of the Effective Date of this Agreement and in consideration of the agreements set forth herein, the receipt Parent and adequacy of each Loan Party which is hereby acknowledgeda party hereto, I, for myself on behalf of itself and my successors, its successors and assigns, heirs and representatives does hereby: (eacha) release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Administrative Agent and each Lender, its stockholdersall of Administrative Agent’s and each Lender’s predecessors-in-interest, and all of Administrative Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, a “Claim”), each as though fully set forth herein at length, that any Borrower, any Loan Party or any of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, their respective successors or assigns now has had or may have against any one or more as of the Released Parties Effective Date of this Agreement in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's businesstransactions contemplated by the Loan Documents (including this Agreement) or any of them or any provision or failure to provide credit or other accommodations to any Borrower or any other Person under the Loan Documents (including this Agreement) or any of them or any other agreement, my employment with document or instrument referred to, or otherwise related to, any or all of the Company Loan Documents (including this Agreement) or any of them (each, a “Released Claim”); and (b) specifically acknowledge and agree that: (i) none of the termination provisions of such employmentthe release contained in Section 6(a) above (the “General Release”) shall be construed as or constitute an admission of any liability on the part of Administrative Agent or Lenders (or any of them); provided, however, that this (ii) the provisions of the General Release shall have no effect whatsoever upon: (a) the Company's obligationsconstitute an absolute bar to any Released Claim of any kind, if anywhether any such Released Claim is based on contract, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companytort, dated [Date] (the “CIC Agreement”) warranty, mistake or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendother theory, indemnifywhether legal, hold harmless statutory or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofequitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of the General Release shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

Appears in 4 contracts

Sources: Loan and Security Agreement (Danimer Scientific, Inc.), Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)

General Release. For good Employee may elect to increase the benefits provided under Section 8.2(b) and valuable consideration, Section 8.4(b) by delivering to the receipt and adequacy Company a general release of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives all claims including substantially the following terms (each, a "Releasing Party"“Release”), hereby . (a) Employee would release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, officers, directors, employees, agents and attorneys, stockholders and each of their respective successors, assigns, heirs representatives and representatives (each, a "Released Party"), individually assigns from all claims and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, demands of every kind and nature whatsoever (collectivelynature, the "Released Claims") which the Releasing Party hasknown and unknown, has had or may have against suspected and unsuspected, disclosed and undisclosed, and for any one or more and all damages actual and consequential, past, present and future, and all other forms of the Released Parties relief arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my of Employee’s employment with the Company, this Agreement and any other relationship between Employee and the Company or up to and as of the termination date of such employmenttermination; provided, however, that this General (i) nothing in the Release shall have no effect whatsoever upon: would release the Company from its obligations to indemnify, defend and hold harmless Employee as an agent of the Company pursuant to the Company’s Certificate of Incorporation and Bylaws, any indemnification agreement, any insurance policy pertaining to liability of officers and directors and applicable law; and (ii) nothing in the Release would relieve the Company from its obligations under stock option or stock purchase agreements between Employee and the Company; and (b) Employee’s obligations pursuant to clause (a) above would be subject to the Company's obligations’s release of Employee, if anyhis agents, heirs, executors, representatives and permitted assigns from all claims and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, and for any and all damages actual and consequential, past, present and future, and all other forms of relief arising out of Employee’s employment with the Company, this Agreement and any other relationship between Employee and the Company up to pay CIC Payments and as of the date of termination; provided, however, that nothing would release Employee from his obligations pursuant to the Change Proprietary Rights Agreement. If Employee signs and delivers the Release, but the Company does not sign and deliver the signed release including substantially the terms set forth in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; clause (b) any above within fifteen (15) days following such delivery by Employee, the Release will be null and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company void and the undersigned, and/or under applicable law and/or under the respective charters period set forth in Section 8.2(b) and by-laws of the Released Parties, and/or pursuant to insurance policies, Section 8.4(b) will be extended as if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Release had been signed and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partydelivered by Employee.

Appears in 3 contracts

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

General Release. For good Effective upon and valuable considerationsubject to the occurrence of the Closing, the receipt Releasing Party, each on behalf of itself and adequacy of which is hereby acknowledged, I, for myself and my its successors, assigns, heirs and representatives (eachaffiliates, a "Releasing Party")representatives, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")administrators, its stockholdersexecutors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and attorneysirrevocably release, waive and their forever discharge: (i) each of the Releasee and (ii) each of the Releasee’s respective past and present successors, assigns, heirs affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, attorneys, financial advisors, authorized persons, accountants and representatives agents (each, a "Released Party"the Persons set out in clauses (i)-(ii), individually and collectively, collectively the “Released Parties”) from any and all claims, allegations, obligations, suits, judgments, damages, costs, attorneys’ fees, demands, debts, rights, causes of action, choses in action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or obligationsrelated in any way to: (A) the Existing Second Lien Notes, (B) the Agreement, or (C) the Restructuring Transactions; in each case whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, pending foreseen or not pendingunforeseen, liquidated in law, equity, or not liquidatedotherwise, of every kind and nature whatsoever that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentMatters”); provided, however, that this General Release the foregoing shall have no effect whatsoever upon: not be deemed to release, affect, limit, waive or modify in any manner (a1) any Claim based in whole or part on any act, omission, transaction, event, or other occurrence taking place on or after the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Closing Date] ; (the “CIC Agreement”2) or the rights of the undersigned such Releasing Party to enforce such obligationsthe Agreement and the Restructuring Documents delivered or executed in connection therewith against the Persons who executed the Agreement or any of the Restructuring Documents, as applicable; (b3) any and all obligations Claims that cannot be waived or released by operation of the Released Parties to defend, indemnify, hold harmless Applicable Law; or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c4) any and all rights the undersigned may have to vested act or accrued benefits or entitlements under and in accordance with omission arising out of any applicable plan, agreement, program, award, policy or arrangement of a Released Party’s fraud, gross negligence, or willful misconduct.

Appears in 3 contracts

Sources: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)

General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Severance Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectly, related alleged whistleblower status (to the Company's businessfullest extent those claims may be released under applicable law), my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims I may have against the Company that arise after the date I execute this General Release, or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and ’s qualified benefit plans or arrangements as of or after my last day of employment with the Company, dated [Date] (the “CIC Agreement”) or the rights on any of the undersigned to enforce such obligations; (b) any and all Company’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartySeverance Agreement.

Appears in 3 contracts

Sources: Employment Agreement (Devon Energy Corp/De), Employment Agreement (Devon Energy Corp/De), Employment Agreement (Devon Energy Corp/De)

General Release. For good (a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and valuable considerationeach of his, the receipt her or its past, present and adequacy of which is hereby acknowledgedfuture Affiliates, Ifirms, for myself corporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party"” and, collectively, the “Releasing Parties”), hereby release absolutely, unconditionally and irrevocably releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges the "Company"), its stockholdersformer, officerspresent and future Affiliates, directorsparent and subsidiary companies, employeesjoint ventures, agents predecessors, successors and attorneysassigns (including Purchaser and its Affiliates), and their respective successorsformer, assignspresent and future Representatives, heirs investors, stockholders, members, partners, insurers and representatives indemnitees (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all claimsmanner of action or inaction, demands, cause or causes of action, liabilities Proceedings, Liens, Contracts, promises, Liabilities or obligationsDamages (whether for compensatory, special, incidental or punitive Damages, equitable relief or otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, pending whether fixed or not pendingcontingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which such Releasing Parties, or any of every kind and nature whatsoever (collectivelythem, the "Released Claims") which the Releasing Party has, has ever have had or ever in the future may have against any one or more of the Released Parties arising out ofParties, or any of them, and which are based upon on acts, events or in any way, directly or indirectly, related omissions occurring up to and including the Company's business, my employment with Closing (the Company or the termination of such employment“Released Claims”); provided, however, that this General Release the foregoing release shall have no effect whatsoever uponnot release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (ai) the Company's obligationsSellers under this Agreement or any written agreement entered into by such Seller and any of Purchaser, the Company or their Affiliates in connection with this Agreement; or (ii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Operating Agreement (or any directors’ and officers’ liability insurance policy maintained by the Company in respect of the same) if anyany Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, director, manager, member or employee of the Company with respect to pay CIC Payments pursuant any act, omission, event or transaction occurring on or prior to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Closing. (b) any and all obligations Without limiting the generality of Section 7.4(a), with respect to the Released Parties to defendClaims, indemnifyeach Seller, hold harmless on behalf of himself, herself or reimburse itself and each Releasing Party, hereby expressly waives all rights under any Law or common law principle in any applicable jurisdiction prohibiting or restricting the undersigned under waiver of unknown claims. Notwithstanding any such Law or common law principle in any applicable jurisdiction, and for the Indemnification Agreement between the Company purpose of implementing a full and the undersigned, and/or under applicable law and/or under the respective charters complete release and by-laws discharge of the Released Parties, and/or pursuant each Seller, on behalf of himself, herself or itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to insurance policiesinclude in its effect all claims which such Seller or any Releasing Party does not know or suspect to exist in his, if anyher or its favor against any of the Released Parties (including unknown and contingent claims), for acts or omissions in and that the undersigned’s capacity as a director, officer and/or employee thereof; and foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). (c) Each Seller, on behalf of himself, herself or itself and each Releasing Party, acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Seller, on behalf of himself, herself or itself and each Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all rights Released Claims without regard to the undersigned may have to vested subsequent discovery of existence of such different or accrued benefits additional facts. (d) Each Seller, on behalf of himself, herself or entitlements under itself and in accordance with each Releasing Party, represents, warrants, covenants and agrees that such Releasing Party has not and will not assign or transfer any applicable plan, agreement, program, award, policy Released Claim or arrangement of a possible Released Claim against any Released Party. Each Seller, on behalf of himself, herself or itself and each Releasing Party, agrees to indemnify and hold the Released Parties harmless from any Liabilities, Damages, costs, expenses and attorneys’ fees arising as a result of any such assignment or transfer. (e) Each Seller, on behalf of himself, herself or itself and each Releasing Party, covenants and agrees not to, and agrees to direct his, her or its respective Affiliates not to, whether in his, her or its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Proceeding of any kind whatsoever, in law or equity, in each case against the Released Parties, or any of them, with respect to any Released Claims. Each Seller acknowledges that the foregoing release was separately bargained for and is a key element of this Agreement.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger (TILT Holdings Inc.), Merger Agreement

General Release. For good and valuable considerationEach Obligor (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Agent, its stockholderseach Lender, and each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with Agent or any Lender and the handling of the same by any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Agent therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Agent or any Lender’s obligations under the Loan Documents or any other contracts or agreements between Agent, Lenders and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and all obligations release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.

Appears in 3 contracts

Sources: Loan, Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Infinera Corp)

General Release. a. For good and valuable considerationin consideration of the payments and benefits hereunder, the receipt and adequacy you hereby agree on behalf of which is hereby acknowledgedyourself, Iyour agents, for myself and my assignees, attorneys, successors, assigns, heirs and representatives (eachexecutors, a "Releasing Party")to, hereby and you do hereby, fully and completely forever release the Company and forever discharge Comtech Telecommunications Corp. (the "Company")its affiliates, its stockholders, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents and agents, representatives, administrators, attorneys, insurers and fiduciaries in their respective successors, assigns, heirs and representatives individual and/or representative capacities (each, a "Released Party"hereinafter collectively referred to as the “Releasees”), individually and collectively, from any and all claims, demands, causes of action, liabilities suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which you or obligationsyour heirs, known or unknownexecutors, pending or not pendingadministrators, liquidated or not liquidatedsuccessors and assigns ever had, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had now have or may have against the Releasees or any one of them, in law, admiralty or more of the Released Parties arising out equity, whether known or unknown to you, for, upon, or by reason of, based upon any matter, action, omission, course or thing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in any way, directly relationship to your employment or indirectly, related to the Company's business, my employment other service relationship with the Company or its affiliates, the termination of any such employment or service relationship and any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates; providedprovided that such released claims shall not include any claims to enforce your rights under, howeveror with respect to, that this General Release shall Agreement or any claim you have no effect whatsoever upon: to indemnification from the Company (such released claims are collectively referred to herein as the “Released Claims”). b. Notwithstanding the generality of clause (a) above, the Company's obligationsReleased Claims include, if anywithout limitation, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (bi) any and all obligations claims under Title VII of the Released Parties to defendCivil Rights Act of 1964, indemnifythe Age Discrimination in Employment Act of 1967, hold harmless or reimburse the undersigned under Civil Rights Act of 1971, the Indemnification Agreement between Civil Rights Act of 1991, the Company Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and the undersignedMedical Leave Act of 1993, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the undersigned may common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. c. You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to vested 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 accrued agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one days to consider whether you want to sign this Agreement and that the 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 payments or benefits or entitlements due you under this Agreement until such seven (7) day revocation period (the “Revocation Period”) has passed and in accordance with any applicable planthen, agreementonly if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, program, award, policy or arrangement you hereby acknowledge that your decision to execute this Agreement prior to the expiration of a Released Partysuch twenty-one (21) day period was entirely voluntary.

Appears in 2 contracts

Sources: Retirement Agreement (Mortons Restaurant Group Inc), Retirement Agreement (Mortons Restaurant Group Inc)

General Release. For good You agree that the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full of all outstanding obligations owed to you by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and their respective successorssuccessor corporations, and assigns (collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives, agents, attorneys, assigns, heirs insurers and representatives (eachassurers, a "Released Party"), individually and collectively, anyone claiming by or through him) hereby and forever release the Releasees from any and all claims, demandsmanner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages or liabilities or obligationswhatsoever, including, without limitation, attorneys’ fees, known or unknown, pending accrued or not pendingwhich may ever accrue, liquidated whether based in contract or not liquidatedtort, statutory or common law, of every kind and nature whatsoever (collectivelywhatsoever, arising from the "Released Claims") which the Releasing Party has, has had or may have against any one or more beginning of the Released Parties arising out of, based upon or in any way, directly or indirectly, related time to the Company's businessexecution date of this Release, my and hereafter, whether or not relating to or arising from your employment and termination of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with any service that you may have rendered or may have been requested to render to or on behalf of the termination of such employment; providedCompany at any time, howeverother than the rights and obligations under this Release, that and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below, and as provided for in subsection (c) below, this General Release shall have no effect whatsoever uponbe construed as broadly as possible and shall include without limitation: (ai) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf of the Company's obligations; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions, monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, to pay CIC Payments pursuant to arising under the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights following: ● Title VII of the undersigned Civil Rights Act of 1964, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Fair Labor Standards Act of 1938, as amended; ● The Family and Medical Leave Act of 1993; ● The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights); ● The Occupational Safety and Health Act of 1970 (OSHA), as amended; ● Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination); ● Texas Labor Code § 61.001, et seq. (Texas Pay Day Act); ● Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6; ● any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance; ● any public policy, contract, tort, or common law (including, without limitation, those relating to enforce such obligationsfraud, whistleblower, retaliation, negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); (b) or ● intentional conduct of any and all obligations of the Released Parties to defendnature, indemnifyconstructive discharge, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedemotional distress, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partypersonal injury.

Appears in 2 contracts

Sources: Employment Agreement (QSAM Biosciences, Inc.), Employment Agreement (QSAM Biosciences, Inc.)

General Release. [The language in this Release may change based on legal developments and evolving bestpractices; this form is provided as an example of what will be included in the final Release document.] This release is being executed pursuant to the Employment Agreement, effective as of October 18, 2017, between Presidio Property Trust, Inc. (the “Company”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Agreement”). For good and a valuable consideration, the receipt and adequacy of which is are hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the undersigned does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")“Releasees” hereunder, consisting of the Company and each of its stockholderspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directors, employees, agents and attorneysrepresentatives, lawyers, insurers, and their respective successorsall persons acting by, assignsthrough, heirs under or in concert with them, or any of them, of and representatives (each, a "Released Party"), individually and collectively, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes damages, losses, costs, attorneys’ fees or expenses, of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or not pendingcontingent (hereinafter called “Claims”), liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, undersigned now has had or may hereafter have against the Releasees, or any one of them, by reason of any matter, cause, or more thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the Released Parties foregoing, any Claims in any way arising out of, based upon upon, or in any way, directly or indirectly, related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this release shall not operate to release the following Claims: (i) Claims based on any right the undersigned may have to enforce the Company's business’s executory obligations under the Agreement; (ii) Claims the undersigned may have to accrued or vested benefits the undersigned may have, my employment if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company; (iii) any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the termination bylaws, certificate of such employmentincorporation or other similar governing document of the Company; (iv) any Claims which cannot be waived under applicable law; (v) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (vi) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (vii) the undersigned’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other federal, state or local government agency claims of discrimination, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] does release his or her right to secure any damages for alleged discriminatory treatment; or (the “CIC Agreement”viii) or the rights of the undersigned with respect to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a directorright to communicate directly with, officer and/or employee thereof; and (c) cooperate with, or provide information to, any and all rights the undersigned may have to vested federal, state or accrued benefits or entitlements under and in accordance with any applicable planlocal government regulator. US-DOCS\93731500.3 THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, agreementWHICH 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, programWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, awardBEING AWARE OF SAID CODE SECTION, policy or arrangement of a Released Party.HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Sources: Employment Agreement (Presidio Property Trust, Inc.), Employment Agreement (Presidio Property Trust, Inc.)

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Officer under the Change in Control Severance Agreement between the Employer and the Officer, dated ________________ (the “Agreement”) and after consultation with counsel, the receipt and adequacy of which is hereby acknowledged, IOfficer, for myself himself and my successorson behalf of each of the Officer's heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"), the “Releasors”) hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasOfficer's employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Officer's service in any and all of such employmentrelevant capacities, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth herein shall have no effect whatsoever upon: not apply to (aiv) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights payment and/or benefit obligations of the undersigned Employer under the Agreement, and (v) any claims Officer, may have under any plans or programs not covered by the Agreement in which Officer participated and under which Officer has accrued and become entitled to enforce such obligations; (b) a benefit. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits the Employer makes and provides as required by the Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any of its affiliates arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Officer's employment relationship under the Indemnification Agreement between the Company and the undersignedOfficer's service as an employee, and/or under applicable law and/or officer or director of the Employer under the respective charters and by-laws of Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 2 contracts

Sources: Change in Control Severance Agreement (Sterling Banks, Inc.), Change in Control Severance Agreement (Sterling Banks, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for on behalf of myself and my successorsRepresentatives, assignshereby IRREVOCABLY, heirs and representatives (eachUNCONDITIONALLY, a "Releasing Party"AND FOREVER RELEASE, DISCHARGE, ABSOLVE, AND COVENANT NOT TO SUE GLOBAL(X), hereby release NORTH POINT MINISTRIES OR THE 410 BRIDGE, INC., and forever discharge Comtech Telecommunications Corp. churches or other charitable organizations cooperating in the Service Trip, and all of their respective parents, subsidiaries, affiliated entities, successors and assigns (the "Company"hereinafter, “Released Entities”), its stockholdersand the respective members, directors, officers, directorstrustees, elders, deacons, managers, employees, agents and attorneysrepresentatives, agents, and their respective successorsvolunteers of the Released Entities (hereinafter, assigns, heirs and representatives (each, a "Released Party"Parties”), individually from and collectively, from with respect to any and all claimsINJURIES, demandsLOSSES, causes of actionDAMAGES, liabilities CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF ACTION, DEMANDS, OR OTHERWISE (collectively, “Claims and Liabilities”), and agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, ARISING FROM MY PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request to be permitted to participate in the Service Trip, WHETHER FOR PERSONAL INJURIES, PROPERTY DAMAGE, ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO ME, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, pending even if caused by, or not pending, liquidated arising in whole or not liquidated, of every kind and nature whatsoever (collectivelyin part from, the "Released Claims") which the Releasing Party hasNEGLIGENCE, has had or may have against FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts except only Claims and Liabilities resulting from the gross negligence or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested willful or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement wanton misconduct of a Released Party. Furthermore, I, on behalf of myself and my Representatives, agree to INDEMNIFY, DEFEND, AND HOLD HARMLESS the Released Parties from and against ANY AND ALL CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES, COSTS, AND EXPENSES, whether suit is filed or not.

Appears in 2 contracts

Sources: Team Agreement, Team Agreement

General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of which is hereby acknowledgedthis Amendment by the Administrative Agent and the Lenders, Iand the accommodations to the Borrower and the other Credit Parties set forth herein, for myself each of the Borrower and my successorsthe other Credit Parties, assignson behalf of itself and its successors and assigns (collectively, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the Collateral Agent, and/or the Lenders, in each case, in any capacity and their respective affiliates, 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 consultants, agents, attorneys and attorneysother representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof. The execution by the Borrower and the Credit Parties hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyprior to the date hereof. In entering into this Amendment, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: the Credit Agreement (aas amended hereby) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 2 contracts

Sources: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)

General Release. For good You agree that the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full of all outstanding obligations owed to you by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and their respective successorssuccessor corporations, and assigns (collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives, agents, attorneys, assigns, heirs insurers and representatives (eachassurers, a "Released Party"), individually and collectively, anyone claiming by or through him) hereby and forever release the Releasees from any and all claims, demandsmanner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages or liabilities or obligationswhatsoever, including, without limitation, attorneys’ fees, known or unknown, pending accrued or not pendingwhich may ever accrue, liquidated whether based in contract or not liquidatedtort, statutory or common law, of every kind and nature whatsoever (collectivelywhatsoever, arising from the "Released Claims") which the Releasing Party has, has had or may have against any one or more beginning of the Released Parties arising out of, based upon or in any way, directly or indirectly, related time to the Company's businessexecution date of this Release, my and hereafter, whether or not relating to or arising from your employment and termination of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with any service that you may have rendered or may have been requested to render to or on behalf of the termination of such employment; providedCompany at any time, howeverother than the rights and obligations under this Release, that and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below, and as provided for in subsection (c) below, this General Release shall have no effect whatsoever uponbe construed as broadly as possible and shall include without limitation: (ai) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf of the Company's obligations; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions, monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, to pay CIC Payments pursuant to arising under the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights following: · Title VII of the undersigned Civil Rights Act of 1964, as amended; · The Americans with Disabilities Act of 1990, as amended; · The Fair Labor Standards Act of 1938, as amended; · The Family and Medical Leave Act of 1993; · The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights); · The Occupational Safety and Health Act of 1970 (OSHA), as amended; · Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination); · Texas Labor Code § 61.001, et seq. (Texas Pay Day Act); · Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6; · any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance; · any public policy, contract, tort, or common law (including, without limitation, those relating to enforce such obligationsfraud, whistleblower, retaliation, negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); (b) or · intentional conduct of any and all obligations of the Released Parties to defendnature, indemnifyconstructive discharge, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedemotional distress, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partypersonal injury.

Appears in 2 contracts

Sources: Employment Agreement (Crossroads Systems Inc), Employment Agreement (Crossroads Systems Inc)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated as of [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 2 contracts

Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable consideration, Effective upon the receipt and adequacy of which is hereby acknowledged, IClosing Date: (a) Each Seller, for myself Seller and my Seller’s heirs, devisees, legal representatives, successors, assigns, heirs and representatives assigns (each, a "Releasing Party"” and, collectively, the “Releasing Parties”), does hereby acknowledge complete satisfaction of and does hereby fully, finally, and forever release and forever discharge Comtech Telecommunications Corp. each of the Company and its directors and officers (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all commitments, actions, debts, claims, demandscounterclaims, suits, causes of action, liabilities or damages, demands, liabilities, obligations, costs, expenses, and compensation of every kind or nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, pending contingent or not pendingotherwise, liquidated which such Releasing Parties, or not liquidatedany of them, had, has, or may have had at any time in the past and through and including the Closing Date, against the Released Parties, or any of every kind them, which relate to or arise out of such Releasing Party’s relationship with the Company or any of its predecessors or Affiliates, or such Releasing Party’s rights or status as a stockholder of the Company or any of its predecessors or Affiliates, and nature whatsoever further including, without limitation, any claims of fraud or fraudulent inducement in connection with the negotiation, execution, delivery, and performance of this Agreement (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more “Causes of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentAction”); provided, however, that nothing in this General Release Section shall release, acquit, or discharge any Causes of Action or preclude a lawsuit or claim in respect of any Causes of Action that a Releasing Party may have no effect whatsoever upon: or bring arising under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, or that a Releasing Party may have or bring arising under his respective Indemnification Agreement or the bylaws of the Company, or any other rights of indemnification or constitution of law or in equity. (b) Each Releasing Party represents, warrants, covenants, and agrees that such Releasing Party (a) has not and will not assign any Causes of Action or possible Causes of Action against any Released Party, (ii) fully intends to release all Causes of Action against the Company's obligationsReleased Parties, if anyincluding, to pay CIC Payments pursuant without limitation, unknown and contingent Causes of Action (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the Change in Control Agreement between the undersigned matters covered hereby and the Company, dated [Date] (the “CIC Agreement”) or the rights has been fully apprised of the undersigned consequences hereof. (c) Each Releasing Party covenants and agrees not to enforce such obligations; (b) institute any and all obligations litigation, lawsuit, claim, or action against any of the Released Parties with respect to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws any released Causes of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyAction.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Lime Energy Co.), Stock Purchase Agreement (Kiphart Richard P)

General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date of this Agreement, that relate to, arise out of or otherwise are in connection with this Agreement or the transactions contemplated hereby, in each case, to the extent that the applicable acts or omissions of the applicable Releasee(s) occurred on or prior to the date of this Agreement (collectively, the “Released Matters”); provided that this Section 4.07(a) shall not release any Releasee from (i) its duties, obligations and agreements specifically set forth in this Agreement and (ii) any Released Matters arising from the bad faith, gross negligence, willful misconduct or actual fraud of any Releasee. (b) Each of the Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or the other Loan Parties pursuant to Section 4.07(a) hereof; provided that this Section 4.07(b) shall not restrict, inhibit or otherwise prevent any Releasor from seeking declaratory judgment (or other declaratory relief), asserting any defenses or counterclaims resulting from, or related to, claims brought against the such Releasor by any Releasee (including any claims brought by any Releasee with respect to any alleged Event of Default resulting from, or related to, the Borrower’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022). If the Borrower, the Loan Parties or any of their respective successors, assigns, heirs and assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which Borrower and the Releasing Party hasother Loan Parties, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all reasonable attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 2 contracts

Sources: Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement (Sientra, Inc.), Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement (Sientra, Inc.)

General Release. For good and valuable consideration(a) Effective on the date hereof, the receipt and adequacy of which is hereby acknowledged, Ieach Borrower Party, for myself itself and my on behalf of its successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other Persons to whom any member of the Lender would be liable if such Persons were found to be liable to such Borrower Party (each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower Party ever had from the beginning of the world to the date hereof, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” As to each and every Claim released hereunder, each Borrower Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of Nevada), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Borrower Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Borrower Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower Party further agrees that it shall not dispute the validity or enforceability of the Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s lien on any item of collateral under the Loan Agreement or the other Loan Documents. If any Borrower Party or any of their respective successors, assigns, heirs and representatives (eachor officers, a "Released Party")directors, individually and collectivelyemployees, from agents or attorneys, or any and all claims, demands, causes of action, liabilities Person acting for or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out on behalf of, based upon or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination Releasee may sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce costs incurred by such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation. [Remainder of Page Intentionally Left Blank. Signature Page Follows.]

Appears in 2 contracts

Sources: Loan Agreement (AAC Holdings, Inc.), Loan Agreement (AAC Holdings, Inc.)

General Release. For good Effective as of the Closing: (a) Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates, heirs, legal representatives, successors and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "“Seller Releasing Party"” and, collectively, the “Seller Releasing Parties”), hereby release acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharge Comtech Telecommunications Corp. discharges each of the Company, its present and former Affiliates (the "Company"including Purchaser), its stockholderspredecessors, officers, directors, employees, agents successors and attorneysassigns, and their respective successorsdirectors, assignsofficers, heirs stockholders, members, partners, agents and representatives employees (each, a "Released Party"), individually and collectively, the “Seller Released Parties”) of and from any and all claimscommitments, demandsProceedings, debts, counterclaims, causes of action, liabilities demands, Losses and compensation of every kind or obligationsnature whatsoever, past, present or future, at law, in equity or otherwise, whether known or unknown, pending whether contingent or not pendingabsolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of every kind law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Seller Releasing Parties, or any of them, ever have had, or ever in the future may have against the Seller Released Parties, or any of them, and nature whatsoever which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Seller Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors, such Seller Releasing Party’s rights or status as a stockholder of the Company or any of its present or former Affiliates or predecessors (collectively, the "“Seller Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment”); provided, however, that nothing in this General Release Section 5.4 shall release, acquit, or discharge, and the term “Seller Released Claims” shall not include, in any respect (i) any rights that a Seller Releasing Party may have no effect whatsoever upon: (a) under this Agreement, the Company's obligationsCVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, if any, to pay CIC Payments the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Change in Control Agreement between CVR Agreement, (ii) any rights that a Seller Releasing Party may have or bring arising under the undersigned and Organizational Documents (excluding the Series A Certificates of Designation) of the Company, dated [Date] or any rights of indemnification or constitution of law or in equity, (iii) any rights that a Seller Releasing Party, including for the “CIC Agreement”avoidance of doubt, any current or former member of the board of the Company appointed by such Seller Releasing Party, may have under the Company’s statutory indemnification procedures, any director indemnity agreements as in effect at the date hereof and any D&O insurance and indemnification policies as in effect at the date hereof, (iv) any rights that the Deerfield Entities may have under the Exchange Agreement or the Exchange Registration Rights Agreement or (v) any rights that any Deerfield Entity may have in connection with its ownership of the undersigned Additional Shares. Each Seller, on its behalf and, to enforce such obligations; (b) the fullest extent permitted by applicable Law, on behalf of its Seller Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but each Seller, on its behalf and on behalf of the Seller Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all obligations Seller Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of the Released Parties to defendSeller Releasing Parties, indemnify, hold harmless or reimburse being aware of and advised concerning the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws legal effect of the Released Partiesprovisions of the below cited provision in California Civil Code Section 1542, and/or pursuant to insurance policieshereby expressly, if anyknowingly, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) intentionally waive any and all rights the undersigned which it or they have or may have under the provisions of said Section 1542 or any similar Law, with respect to vested the Seller Released Claims: (b) Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates (including Purchaser and, following the Closing, the Company, and following the Effective Time, the Surviving Corporation), heirs, legal representatives, successors and assigns (each, a “Parent Releasing Party” and, collectively, the “Parent Releasing Parties”), hereby acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharges each Seller, its present and former Affiliates, predecessors, successors and assigns, and their respective directors, officers, stockholders, members, partners, agents and employees (collectively, the “Parent Released Parties”) of and from any and all commitments, Proceedings, debts, counterclaims, causes of action, demands, Losses and compensation of every kind or accrued benefits nature whatsoever, past, present or entitlements future, at law, in equity or otherwise, whether known or unknown, whether contingent or absolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Parent Releasing Parties, or any of them, ever have had, or ever in the future may have against the Parent Released Parties, or any of them, and which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Parent Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors (collectively, the “Parent Released Claims”); provided, however, that nothing in this Section 5.4 shall release, acquit, or discharge, and the term “Parent Released Claims” shall not include, in any respect any rights that a Parent Releasing Party may have under this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement or the CVR Agreement. Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Parent Releasing Parties, acknowledges that it may hereafter discover facts in accordance addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but Parent, on its behalf and on behalf of the Parent Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Parent Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, Parent, on its behalf and, to the fullest extent permitted by applicable planLaw, agreementon behalf of its Parent Releasing Parties, programbeing aware of and advised concerning the legal effect of the provisions of the below cited provision in California Civil Code Section 1542, awardhereby expressly, policy knowingly, and intentionally waive any and all rights which it or arrangement they have or may have under the provisions of a said Section 1542 or any similar Law, with respect to the Parent Released Claims: (c) Each Seller represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Seller Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Seller Releasing Parties not to) assign any Seller Released Claim or possible Seller Released Claim against any Seller Released Party, (ii) fully intends to release all Seller Released Claims against the Seller Released Parties, including, without limitation, unknown and contingent Seller Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (d) Parent represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Parent Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Parent Releasing Parties not to) assign any Parent Released Claim or possible Parent Released Claim against any Parent Released Party, (ii) fully intends to release all Parent Released Claims against the Parent Released Parties, including, without limitation, unknown and contingent Parent Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (e) Each Seller covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Seller Released Parties with respect to any Seller Released Claims. (f) Parent covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Parent Released Parties with respect to any Parent Released Claims.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Spectrum Pharmaceuticals Inc), Securities Purchase Agreement (Flynn James E)

General Release. For good and valuable consideration(a) In consideration of the Payment, the receipt Employee voluntarily, completely, and adequacy of which is hereby acknowledgedunconditionally releases, Iwaives, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. discharges to the maximum extent permitted by law the Released Parties (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, defined below) from any and all claims, demands, liabilities, and causes of actionaction of whatever kind or character, liabilities whether vicarious, derivative, or obligationsdirect, and whether known or unknownunknown (individually a “Claim” and collectively the “Claims”), pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or that Employee now may have or ever have had against any one or more of the Released Parties arising Parties. (b) The Claims released and waived by this Agreement include without limitation any and all Claims (including for attorneys’ fees) (i) growing out of, based upon resulting from, or connected in any wayway with Employee’s employment or the employment practices of the Company; (ii) growing out of, resulting from, or connected in any way with the Employment Agreement or the termination of the Employment Agreement; (iii) for any bonus, or other incentive or extra compensation; (iv) based on the common law or any federal, state, or local statutory or constitutional provision that applies or is asserted to apply, directly or indirectly, related to Employee’s employment, such as Claims based on contract or in tort (including for fraudulent inducement) or under any employment discrimination or fair employment practices statute, including but not limited to the Age Discrimination in Employment Act (“ADEA”); and (v) based on any other act, conduct, or omission of any of the Released Parties. (c) Employee acknowledges and agrees that Employee forever waives any right to recover, and will not request or accept, anything of value from any of the Released Parties as compensation or damages growing out of, resulting from, or connected in any way with Employee’s employment, the employment practices of the Company's business, my employment with the Company Employment Agreement or the termination of such employment; providedthe Employment Agreement, howeveror with any other act, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsconduct, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights omission of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant other than the Payment, whether sought directly by Employee or by any administrative agency or other public authority, individual, or group of individuals on Employee’s behalf. (d) This Paragraph 5 does not waive or release any rights of Employee that arise under this Agreement, any Claims under the ADEA that arise after the date Employee signs this Agreement, any indefeasible benefits (other than any entitlement to insurance policiesseverance pay, separation pay, change-in-control pay, or similar payments) under an employee benefit plan, any right to indemnification or contribution, for coverage under officer and director liability policies (if any), for acts or omissions any rights, Claims, or relief that cannot by law be released. (e) The “Released Parties” are (i) the Company; (ii) any parent, subsidiary, affiliate, predecessor, successor, or assign of the entities named or described in the undersigned’s capacity as a director, officer and/or employee thereofclauses (i) to (ii); and (ciii) any current or former officer, director, partner, shareholder, owner, member, manager, joint venturer, trustee, fiduciary, agent, employee, associate, representative, administrator, investment advisor, employee benefit plan sponsored or maintained by, insurer, or attorney of or for any of the entities and all rights the undersigned may have to vested persons named or accrued benefits or entitlements under described in clauses (i)-(iii) and in accordance any capacity. (f) The Parties agree and acknowledge that nothing in this Agreement precludes Employee from (i) from filing a charge or complaint with, providing information to, or cooperating with an investigation being conducted by, a government agency (such as the Equal Employment Opportunity Commission) or (ii) giving truthful testimony under oath in any applicable plan, agreement, program, award, policy legal proceeding or arrangement of a Released Partymaking truthful statements or disclosures that are required by law or valid legal process.

Appears in 2 contracts

Sources: Termination of Employment Agreement and General Release (GeoMet, Inc.), Termination Agreement (GeoMet, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy of which is are hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the undersigned does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")“Releasees” hereunder, consisting of EngageSmart, Inc., and its stockholderspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directors, employees, agents and attorneysrepresentatives, lawyers, insurers, and their respective successorsall persons acting by, assignsthrough, heirs under or in concert with them, or any of them, of and representatives (each, a "Released Party"), individually and collectively, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes damages, losses, costs, attorneys’ fees or expenses, of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or not pendingcontingent (hereinafter called “Claims”), liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, undersigned now has had or may hereafter have against the Releasees, or any one of them, by reason of any matter, cause, or more thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the Released Parties foregoing, any Claims in any way arising out of, based upon upon, or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; providedany alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, howeverstate or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, and the Americans With Disabilities Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under either Section [4(a) or 4(b)] of that this General Release shall have no effect whatsoever upon: certain Employment Agreement, effective as of [  ], between [  ] and the undersigned (a) the Company's obligations“Employment Agreement”), if any, to pay CIC Payments pursuant whichever is applicable to the Change payments and benefits provided in Control Agreement exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, dated (iii) with respect to Section [Date2(b)(iv)] (the “CIC Agreement”) or the rights of the undersigned Employment Agreement, (iv) to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless accrued or reimburse vested benefits the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policiesmay have, if any, for acts or omissions in as of the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements date hereof under and in accordance with any applicable plan, agreementpolicy, practice, program, awardcontract or agreement with the Company, policy (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or arrangement under the bylaws, certificate of a Released Party.incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [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 (EngageSmart, Inc.), Employment Agreement (EngageSmart, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ieach of the Borrowers and the other Loan Parties, for myself on behalf of themselves and my successorstheir agents, assignsrepresentatives, heirs officers, directors, advisors, employees, Subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to ▇▇▇ or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (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, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Administrative Agent, any Lender, any Issuing Bank and any other Secured Party (the "Company"“Lender Parties”) in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), its stockholders, and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successors, assigns, heirs and other representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), in each case, based in whole or in part on facts, whether or not now known, which occurred before the date hereof, 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, in each case prior to the date hereof, and (ii) any aspect of the dealings or relationships between or among Borrowers and the other Loan Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, prior to the date hereof. In entering into this Amendment, the Borrowers 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 accuracy, completeness or validity thereof. For the avoidance of doubt, nothing in this Section 13 shall be construed to release any claim, action or cause of action which the Releasing Party has, has had or any Releasor may have against any one or more of the Released Parties arising out of, based upon of this Amendment or in the transactions contemplated hereby or with respect to any way, directly actions or indirectly, related to events occurring on or after the Company's business, my employment with the Company or date hereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Credit Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Loan Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 2 contracts

Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

General Release. For good and valuable consideration(a) Effective on the date hereof, the receipt and adequacy of which is hereby acknowledged, Ieach Borrower Party, for myself itself and my on behalf of its successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other Persons to whom any member of the Lender would be liable if such Persons were found to be liable to such Borrower Party (each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower Party ever had from the beginning of the world to the date hereof, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” As to each and every Claim released hereunder, each Borrower Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of Texas), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Borrower Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Borrower Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower Party further agrees that it shall not dispute the validity or enforceability of the Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s lien on any item of collateral under the Loan Agreement or the other Loan Documents. If any Borrower Party or any of their respective successors, assigns, heirs and representatives (eachor officers, a "Released Party")directors, individually and collectivelyemployees, from agents or attorneys, or any and all claims, demands, causes of action, liabilities Person acting for or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out on behalf of, based upon or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination Releasee may sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce costs incurred by such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation. [Remainder of Page Intentionally Left Blank. Signature Page Follows.]

Appears in 2 contracts

Sources: Loan Agreement (AAC Holdings, Inc.), Loan Agreement (AAC Holdings, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy of which is are hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the undersigned does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")“Releasees” hereunder, consisting of EngageSmart, Inc., and its stockholderspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directors, employees, agents and attorneysrepresentatives, lawyers, insurers, and their respective successorsall persons acting by, assignsthrough, heirs under or in concert with them, or any of them, of and representatives (each, a "Released Party"), individually and collectively, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes damages, losses, costs, attorneys’ fees or expenses, of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or not pendingcontingent (hereinafter called “Claims”), liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, undersigned now has had or may hereafter have against the Releasees, or any one of them, by reason of any matter, cause, or more thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the Released Parties foregoing, any Claims in any way arising out of, based upon upon, or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; providedany alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, howeverstate or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, and the Americans With Disabilities Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under either Section [4(a) or 4(b)] of that this General Release shall have no effect whatsoever upon: certain Employment Agreement, effective as of [ ● ], between [ ● ] and the undersigned (a) the Company's obligations“Employment Agreement”), if any, to pay CIC Payments pursuant whichever is applicable to the Change payments and benefits provided in Control Agreement exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, dated (iii) with respect to Section [Date2(b)(iv)] (the “CIC Agreement”) or the rights of the undersigned Employment Agreement, (iv) to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless accrued or reimburse vested benefits the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policiesmay have, if any, for acts or omissions in as of the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements date hereof under and in accordance with any applicable plan, agreementpolicy, practice, program, awardcontract or agreement with the Company, policy (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or arrangement under the bylaws, certificate of a Released Party.incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [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 (EngageSmart, LLC), Employment Agreement (EngageSmart, LLC)

General Release. For good Each of Borrower and valuable considerationGuarantors, the receipt on behalf of itself and adequacy on behalf of which is hereby acknowledgedits Subsidiaries, I, for myself and my successors, assigns, heirs legal representatives and representatives financial advisors (eachcollectively, a "the “Releasing Party"Parties”), hereby release releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges Agent, the "Company"), its stockholdersLenders and each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "the “Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant on or before the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of the same arising from or related to insurance policiesanything done, if anyomitted to be done, for acts or omissions allowed to be done by any of the Released Parties and in any way connected with this Amendment, the undersigned’s capacity as Forbearance Agreement, or any of the Loan Documents, any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “Released Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a director, officer and/or employee thereof; and (ccourt or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all rights similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, and that the undersigned may agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to vested signing this release, or accrued benefits or entitlements under had an opportunity to obtain such counsel and in accordance knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with any applicable plan, agreement, program, award, policy or arrangement the intention of a fully and finally extinguishing all Released PartyMatters.

Appears in 2 contracts

Sources: Forbearance Agreement and Credit Agreement (Aerocentury Corp), Forbearance and Credit Agreement Amendment (Aerocentury Corp)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments severance compensation pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] September 16, 2008 (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party...

Appears in 2 contracts

Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable consideration(a) Effective on the date hereof, the receipt and adequacy of which is hereby acknowledged, Ieach Borrower Party, for myself itself and my on behalf of its successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other Persons to whom any member of the Lender would be liable if such Persons were found to be liable to such Borrower Party (each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower Party ever had from the beginning of the world to the date hereof, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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” As to each and every Claim released hereunder, each Borrower Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Borrower Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Borrower Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower Party further agrees that it shall not dispute the validity or enforceability of the Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s lien on any item of collateral under the Loan Agreement or the other Loan Documents. If any Borrower Party or any of their respective successors, assigns, heirs and representatives (eachor officers, a "Released Party")directors, individually and collectivelyemployees, from agents or attorneys, or any and all claims, demands, causes of action, liabilities Person acting for or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out on behalf of, based upon or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination Releasee may sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce costs incurred by such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 2 contracts

Sources: Loan Agreement and Note (AAC Holdings, Inc.), Loan Agreement (AAC Holdings, Inc.)

General Release. For (a) In consideration of the Acquiror's consummation of the Merger in accordance with the terms and conditions of the Merger Agreement, and for other good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, Ithe Shareholder, for myself himself, herself or itself and my each of his, her or its heirs, executors, successors, assignsand assigns (collectively, heirs and representatives (each, a the "Releasing PartyRELEASORS"), hereby release forever releases the Buyer, Acquisition Sub, the Company and forever discharge Comtech Telecommunications Corp. (the "Company")each of their respective predecessors, its stockholderssuccessors, and past and present shareholders or unitholders, directors, officers, directors, employees, agents and attorneysagents, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the "GENERAL RELEASED PARTIES") from any and all claims, demands, demands and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, action of every kind and nature whatsoever whether arising from his, her or its purchase of stock of the Company (pursuant to that certain Subscription Agreement, dated as of September 8, 2000, or otherwise) his or her employment by the Company or otherwise (including, without limitation, claims for damages, costs, expenses and attorneys', brokers' and accountants' fees and expenses), whether known or unknown, suspected or unsuspected, that the Releasors now have or at any time prior to the date of this General Release may have had or could have asserted against any of the General Released Parties (collectively, the "GENERAL RELEASED CLAIMS"). Notwithstanding anything to the contrary in this General Release, Releasors are not releasing any of their rights under this Agreement, the Merger Agreement or any agreement executed in connection with the Merger Agreement or any of their rights to indemnification from the Company that exist as of the date hereof with respect to their actions as officers or directors of the Company. (b) The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any General Released Claims"Party based upon any General Released Claim. (c) which the Releasing Party hasThe Shareholder has read and understands this General Release, has had the opportunity to consult with an attorney prior to signing it, and voluntarily enters into it with full knowledge of its terms and conditions and that such terms and conditions are binding on him, her or may have against any one or more its. (d) This Section 3 will be effective upon the effective time of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions Merger in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMerger Agreement.

Appears in 2 contracts

Sources: Voting Agreement (Career Education Corp), Voting Agreement (Edutrek Int Inc)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 3 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, 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 entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints 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, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 5 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against 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 one or more of claims under 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 wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the 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 law, and/or under applicable law and/or under the respective charters to indemnification as an officer and by-laws director of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in Company and the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any applicable planindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, agreement, program, award, policy or arrangement of a Released Partyand to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time.

Appears in 2 contracts

Sources: Retirement Agreement (Spirit AeroSystems Holdings, Inc.), Retirement Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For (a) In consideration of the Acquiror's consummation of the Merger in accordance with the terms and conditions of the Merger Agreement, and for other good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, Ithe Shareholder, for myself himself, herself or itself and my each of his, her or its heirs, executors, successors, assignsand assigns (collectively, heirs and representatives (each, a the "Releasing PartyReleasors"), hereby release forever releases the Buyer, Acquisition Sub, the Company and forever discharge Comtech Telecommunications Corp. (the "Company")each of their respective predecessors, its stockholderssuccessors, and past and present shareholders or unitholders, directors, officers, directors, employees, agents and attorneysagents, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the "General Released Parties") from any and all claims, demands, demands and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, action of every kind and nature whatsoever whether arising from his, her or its purchase of stock of the Company (pursuant to that certain Subscription Agreement, dated as of September 8, 2000, or otherwise) his or her employment by the Company or otherwise (including, without limitation, claims for damages, costs, expenses and attorneys', brokers' and accountants' fees and expenses), whether known or unknown, suspected or unsuspected, that the Releasors now have or at any time prior to the date of this General Release may have had or could have asserted against any of the General Released Parties (collectively, the "General Released Claims"). Notwithstanding anything to the contrary in this General Release, Releasors are not releasing any of their rights under this Agreement, the Merger Agreement or any agreement executed in connection with the Merger Agreement or any of their rights to indemnification from the Company that exist as of the date hereof with respect to their actions as officers or directors of the Company. (b) which the Releasing The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any General Released Party hasbased upon any General Released Claim. (c) The Shareholder has read and understands this General Release, has had the opportunity to consult with an attorney prior to signing it, and voluntarily enters into it with full knowledge of its terms and conditions and that such terms and conditions are binding on him, her or may have against any one or more its. (d) This Section 3 will be effective upon the effective time of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions Merger in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMerger Agreement.

Appears in 2 contracts

Sources: Voting Agreement (Career Education Corp), Voting Agreement (Career Education Corp)

General Release. For good and valuable considerationconsideration and as part of, and in connection with this Agreement, effective as of the Closing: (a) The Company Parties, for themselves and on behalf of their shareholders, former shareholders, directors, officers, employees and affiliates (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Company Group”), hereby waive, discharge and release VGI, QSC, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of their employees, officers, shareholders, former shareholders, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives affiliates (each, a "Released Party"), individually and collectively, the “VGI Released Parties”) from any and all claims, demands, charges, complaints, liabilities, obligations, actions, causes of action, liabilities or obligationssuits, costs, expenses, losses, attorneys’ fees, and damages of any nature whatsoever, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (collectively, “Claims”), for relief of any nature at law or in equity, which any of the "Released Claims") which the Releasing Party Company Group now has, has had owns or may have holds, or claims to have, own or hold, or which such party at any time heretofore had, owned or held, or claimed to have, own or hold against any one or more of the VGI Released Parties arising out of, based upon or in any way, directly or indirectly, related to from the Company's business, my employment with beginning of time through the Company or the termination of such employment; provided, however, Closing. It is agreed that this General Release is a general release and it is to be broadly construed as a release of all claims, provided that this release shall have no effect whatsoever upon: (a) the Company's obligations, if any, not apply to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned to enforce such obligations; VGI Released Parties’ obligations set forth in this Agreement (b) VGI, for itself and on behalf of the VGI Released Parties, hereby waives, discharges and releases the Company Group from any and all obligations Claims for relief of any nature at law or in equity, which any of the VGI Released Parties now has, owns or holds, or claims to defendhave, indemnifyown or hold, or which such party at any time heretofore had, owned or held, or claimed to have, own or hold harmless or reimburse the undersigned under the Indemnification Agreement between against any of the Company Group from the beginning of time through the Closing. It is agreed that this is a general release and the undersignedit is to be broadly construed as a release of all claims, and/or under applicable law and/or under the respective charters and by-laws provided that this release shall not apply to any of the Released Company Parties, and/or pursuant to insurance policies, if any, for acts or omissions ’ obligations set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.

Appears in 2 contracts

Sources: Exchange and Transfer Agreement, Exchange and Transfer Agreement (Quest Solution, Inc.)

General Release. For good (a) As of the date of this Agreement, each Credit Party that is a party hereto and valuable considerationthe U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasors”), to the fullest extent permitted by law, hereby release releases, and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Administrative Agent, each Lender and each of its stockholdersor their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, agents and attorneysthe successors and assigns of the foregoing (collectively, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectively, from any and all claims, demandsactions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or obligationscharacter whatsoever, known or unknown, pending contingent or not pendingmatured, suspected or unsuspected, anticipated or unanticipated, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectivelyclaimed or unclaimed, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon in contract or in any waytort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, related to the Company's businessLoans, my employment with the Company Loan Documents, the Obligations, the Collateral or the termination of such employment; providedthis Agreement, howeverin each case, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationswhich existed, if any, to pay CIC Payments pursuant arose or occurred at any time prior to the Change in Control Agreement between date of this Agreement, including, without limitation, the undersigned and the Companynegotiation, dated [Date] (the “CIC Agreement”) execution, performance or the rights enforcement of the undersigned to enforce such obligations; (b) Loan Documents and this Agreement, any and all obligations claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws any of the Released Parties, and/or pursuant arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to insurance policiesthe date of this Agreement, if anyall of which are released by the provisions hereof in favor of the Released Parties. (b) Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Agreement, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for acts or omissions in connection with the undersigned’s capacity Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as a director, officer and/or employee thereof; and provided in this Agreement. (c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Agreement, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all rights dealings in connection therewith. (d) In making the undersigned may have to vested or accrued benefits or entitlements under and releases set forth in accordance with this Agreement, each Releasor acknowledges that it has not relied upon any applicable plan, agreement, program, award, policy or arrangement representation of a any kind made by any Released Party. (e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Agreement shall not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

Appears in 2 contracts

Sources: Fourth Lender Forbearance Agreement and Amendment No. 6 to Credit Agreement (GTT Communications, Inc.), Third Lender Forbearance Agreement and Amendment No. 5 to Credit Agreement (GTT Communications, Inc.)

General Release. For good and valuable considerationEffective for all purposes as of the Effective Time, the receipt Company Holder acknowledges and adequacy agrees, on behalf of which is hereby acknowledgedhimself, Iherself or itself and each of his, for myself her or its trustees, heirs, beneficiaries, estates, directors, officers, Affiliates, agents (solely to the extent the Company Holder has authority to bind such agents), employees, executors, administrators, successors and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasor”) that: (a) Releasor represents and warrants that, as of the date hereof, he, she or it has no Claims (as defined below) (other than Excluded Claims (as defined below)) against the Company, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")Parent, its stockholdersMerger Sub or any of their respective advisors, agents, directors, officers, directorsAffiliates, employees, agents and attorneysrepresentatives, and their respective predecessors, successors, assignsrelated entities, heirs and representatives assigns or the like (each, a "Released Party"), individually and collectively, the “Releasees”). (b) Releasor hereby irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages or causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated that Releasor may have had in the past, may now have or not liquidated, of every kind and nature whatsoever may have in the future relating to the Releasor’s relationship with the Company (collectively, “Claims”); provided that the "Released Claims"foregoing release shall not cover Claims arising from rights of Releasor under or to: (i) which any unpaid wages accrued in the Releasing Party has, has had or may have against any one or more ordinary course of business of the Released Parties arising out ofCompany; (ii) any indemnification or other protections owing to Releasor under the Company’s certificate of incorporation or bylaws or equivalent charter documents or, based upon in the case of directors or officers, any indemnification agreement between the Company and such director or officer or under any directors’ and officers’ liability insurance policy maintained by the Company; (iii) under the Merger Agreement or under the Related Agreements; (iv) any claim which cannot be waived as a matter of law; or (v) any claim (unrelated to any equity holdings in the Company) held by a portfolio company of any private equity or venture capital fund that is affiliated with a Company Holder or any other Affiliate of such Company Holder (any of the foregoing Claims described in clauses (i) through (v), “Excluded Claims”). Nothing contained in this Agreement, including Sections 5 and 6, limits Releasor’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits Releasor’s ability to communicate with any Government Agency or otherwise participate in any wayinvestigation or proceeding that may be conducted by any Government Agency, directly including Releasor’s ability to provide documents or indirectlyother information, related without notice to the Company's business, my employment nor does anything contained in this Agreement apply to truthful testimony in litigation. If Releasor files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on Releasor’s behalf, or if any other third party pursues any claim on Releasor’s behalf, Releasor waives any right to monetary or other individualized relief (either individually, or as part of any collective or class action); provided that nothing in this Agreement limits any right Releasor may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. (c) Releasor represents and acknowledges that he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. Releasor further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with regard to the termination subject matter, basis or effect of this release or otherwise except such employment; providedrepresentations and warranties set forth in the Merger Agreement. (d) Releasor acknowledges that he, howevershe or it is familiar with Section 1542 of the Civil Code of the State of California (“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. (e) Releasor hereby irrevocably and unconditionally waives and relinquishes any rights and benefits that Releasor may have under Section 1542 or any similar or analogous statute or common law principle of any jurisdiction. Releasor acknowledges that he, she or it may hereafter discover facts in addition to or different from those that Releasor now knows or believes to be true with respect to the subject matter of this General Release release, but it is Releasor’s intention to fully and finally and forever settle and release any and all Claims (other than as set forth in Section 6(b) above) that do now exist, may exist or heretofore have existed with respect to the subject matter of this release. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts. (f) This release is conditioned upon the consummation of the Merger as contemplated in the Merger Agreement, and shall become null and void, and shall have no effect whatsoever upon: whatsoever, without any action on the part of any Person, upon termination of the Merger Agreement for any reason or upon any amendment, modification or waiver of the Merger Agreement relating to a change in (ai) the Company's obligations, if any, to pay CIC Payments pursuant to form or amount of Merger Consideration or (ii) the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all indemnification obligations of the Released Parties Equityholders therein, to defend, indemnify, hold harmless or reimburse which the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyReleasor has not consented.

Appears in 2 contracts

Sources: Joinder and Release Agreement (KKR Fund Holdings L.P.), Joinder and Release Agreement (Entellus Medical Inc)

General Release. For good In consideration of the benefits provided to the Borrower under the terms and valuable considerationprovisions hereof, the receipt Borrower and adequacy of which is each Guarantor Subsidiary hereby acknowledged, Iagrees as follows (the “General Release”): (a) The Borrower and each Guarantor Subsidiary, for myself itself and my successors, assigns, heirs on behalf of its respective successors and representatives assigns (each, a "Releasing Party"” and collectively, the “Releasing Parties”), do hereby release release, acquit and forever discharge Comtech Telecommunications Corp. the Administrative Agent, the Collateral Agent, Lenders and all of their Related Parties (including, without limitation, all of their predecessors in interest) (collectively, the "Company"“Released Parties” and individually, a “Released Party”), its stockholders, officers, directors, employees, agents of and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated, each as though fully set forth herein at length, in each case, that relate to, arise out of every kind and nature whatsoever or otherwise are in connection with (collectively, the "Released Claims"i) which the Releasing Party has, has had any or may have against any one or more all of the Released Parties arising out of, based upon Credit Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights aspect of the undersigned to enforce such obligations; (b) dealings or relationships between or among any Releasing Party, on the one hand, and any or all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant on the other hand, relating to insurance policiesany or all of the documents, transactions, actions or omissions referenced in clause (i) hereof (each, a “Released Claim” and collectively, the “Released Claims”), that any of the Releasing Parties now has or may acquire as of the later of (i) the date this Amendment becomes effective through the satisfaction (or waiver by the Consenting Lenders) of all conditions hereto and (ii) the date that all of the Releasing Parties have executed and delivered this Amendment to the Administrative Agent (hereafter, the “Release Date”), including, without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, for acts provided by the Released Parties (or omissions in any of them), to any Releasing Party, the undersignedBorrower or otherwise pursuant to the Credit Documents, and any agreements, notes or documents of any kind related thereto or the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Each Releasing Party acknowledges that it has read each of the provisions of this General Release. Each Releasing Party fully understands that this General Release has important legal consequences and such Releasing Party realizes that they are releasing any and all Released Claims that such Releasing Party may have as of the Release Date. Each Releasing Party hereby acknowledges that it has had an opportunity to obtain a lawyer’s capacity advice concerning the legal consequences of each of the provisions of this General Release. (c) Each Releasing Party hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as a directoror constitute an admission of any liability on the part of any Released Party; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, officer and/or employee thereofwhether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of this General Release shall subject the Releasing Parties to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. (d) This General Release may be pleaded as full and complete defense to or be used as the basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted, or attempted in breach of this General Release. Each Releasing Party irrevocably covenants and agrees forever to refrain from initiating, filing, instituting, maintaining, or proceeding upon, or encouraging, advising, or voluntarily assisting any other person or entity to initiate, institute, maintain or proceed upon any Released Claim of any nature whatsoever released in this General Release. Each Releasing Party expressly agrees that the customary rules of contract interpretation to the effect that ambiguities are to be construed or resolved against the drafting party shall not be employed in the interpretation or construction of this General Release. Each Releasing Party represents and warrants that it is the owner of and has not assigned, sold, transferred, or otherwise disposed of any of the Released Claims in this General Release. Each Releasing Party hereby agrees, represents, and warrants that it has the authority and capacity to execute this General Release.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Bioventus Inc.)

General Release. For good In consideration of the payments and valuable considerationbenefits provided to you by the Company under this Agreement, the receipt to which you are not otherwise entitled, you, on behalf of yourself, your heirs, administrators, representatives, executors, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party"), collectively “Releasors”) hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, divisions and affiliates and each of their respective current and former members, directors, officers, directors, employees, agents consultants, advisors, trustees and attorneysagents, and their respective successorsincluding, assignswithout limitation, heirs and representatives all persons acting by, through, under or in concert with any of them (each, a "Released Party"), individually and collectively, “Releasees”) from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) (“Claims”) of any nature whatsoever, known or unknown, pending whether in law or not pendingequity and whether arising under federal, liquidated state or not liquidatedlocal law and, of every kind in particular, including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act), national origin, religion, disability, or any other unlawful criterion or circumstance which you and nature whatsoever (collectivelythe Releasors had, the "Released Claims") which the Releasing Party hasnow have, has had or may have in the future against each or any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related Releasees prior to the Company's business, my date of this Agreement relating to your employment with and termination from the Company or the termination of such employmentCompany, including its subsidiaries and affiliates; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant Section 7 will not apply to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights obligations of the undersigned to enforce such obligations; (b) Company under Section 2 of this Agreement and under the Indemnification Agreement. You further agree that the payments and benefits described in Section 2 of this Agreement will be in full satisfaction of any and all obligations claims for payments or benefits that you may have against the Company or any of its subsidiaries or affiliates arising out of your employment relationship with the Released Parties Company or any of its subsidiaries or affiliates and the termination thereof, including without limitation, any rights, payments or benefits to defend, indemnify, hold harmless or reimburse the undersigned which you may have been entitled under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyEmployment Agreement.

Appears in 1 contract

Sources: Assistance Agreement and Release (National Golf Properties Inc)

General Release. For good In exchange for the consideration set forth in that certain Third Amended and valuable considerationRestated Employment Agreement (the “Employment Agreement”), dated as of October 24, 2017 between Integra LifeSciences Holdings Corporation (the “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”), the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the Company does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")“Releasees” hereunder, its stockholders, officers, directors, employees, agents consisting of Executive and attorneys, his heirs and their respective successors, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes damages, losses, costs, attorneys’ fees or expenses, of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or contingent (hereinafter called “Claims”), which the Company or any it subsidiaries now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Notwithstanding the foregoing, this General Release shall not operate to release any Claims which the Company may have relating to or arising out of (i) Executive’s intentional, willful or reckless misconduct, (ii) Executive’s fraud or breach of fiduciary duty, or (iii) any acts or omissions by Executive that are not covered by the Company’s director and officer insurance coverage or not pending, liquidated properly the subject of defense or not liquidated, indemnity by the Company (the “Unreleased Claims”). The Company represents and warrants that there has been no assignment or other transfer of every kind and nature whatsoever any interest in any Claim (collectively, the "Released other than Unreleased Claims") which the Releasing Party has, has had or it may have against Releasees, or any one of them, and the Company agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or more any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the Released Parties parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the Company under this indemnity. The Company agrees that if it hereafter commences any suit arising out of, based upon upon, or relating to any of the Claims released hereunder or in any waymanner asserts against Releasees, directly or indirectlyany of them, related any of the Claims released hereunder, then the Company agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The Company further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated . [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.Signature page follows]

Appears in 1 contract

Sources: Employment Agreement (Integra Lifesciences Holdings Corp)

General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date of this Agreement, that relate to, arise out of or otherwise are in connection with any or all of the Transaction Documents or transactions contemplated thereby, in each case, to the extent that the applicable acts or omissions of the applicable Releasee(s) occurred on or prior to the date of this Agreement (collectively, the “Released Matters”); provided that this Section 7.07(a) shall not release any Releasee from (i) its duties, obligations and agreements specifically set forth in this Agreement and (ii) any Released Matters arising from the bad faith, gross negligence, willful misconduct or actual fraud of any Releasee. (b) Each of the Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or the other Loan Parties pursuant to Section 7.07(a) hereof; provided that this Section 7.07(b) shall not restrict, inhibit or otherwise prevent any Releasor from seeking declaratory judgment (or other declaratory relief), asserting any defenses or counterclaims resulting from, or related to, claims brought against the such Releasor by any Releasee (including any claims brought by any Releasee with respect to any alleged Event of Default resulting from, or related to, the Borrower’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022). If the Borrower, the Loan Parties or any of their respective successors, assigns, heirs and assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which Borrower and the Releasing Party hasother Loan Parties, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all reasonable attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 1 contract

Sources: Temporary Waiver and Exchange Agreement (Sientra, Inc.)

General Release. For good a) In exchange for the consideration provided to you under this Agreement, you agree to release and valuable considerationhold harmless (on behalf of yourself and your family, heirs, executors, administrators, successors and assigns) now and forever, the receipt Company from and adequacy of which is hereby acknowledgedwaive any claim in any legal jurisdiction that you have presently, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (may have or have had in the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligationspast, known or unknown, pending against the Company upon or not pendingby reason of any matter, liquidated cause or not liquidatedthing whatsoever, from the beginning of every kind and nature whatsoever (collectivelythe world to the date of this release, including, without limitation, all claims arising from your employment with, or termination of employment from, the "Released Claims"Company, or otherwise. Notwithstanding the prior sentence, it is understood and agreed that the only rights or claims that you are not releasing and waiving are your rights to receive the compensation and benefits provided to you under this Agreement, any rights you may have: (i) which under this Agreement, subject in all cases to the Releasing Party hasterms and conditions hereof, (ii) to the payment of vested benefits (if any) under the terms of the Company’s qualified pension plans (the Revlon Employees’ Retirement Plan and the Revlon Employees’ Savings, Investment and Profit Sharing Plan), as amended from time to time, (iii) under the Stock Plan or (iv) to indemnification as provided in the INDEMNIFICATION Section below. b) Revlon (defined for purposes of this subsection only as the corporate entities Revlon, Inc., Revlon Consumer Products Corporation and their successors and assigns) hereby waives, releases and gives up any and all claims and rights it has presently or has had in the past against you related to your past activities in connection with your employment with Revlon, which Revlon actually knew, or reasonably should have known, on or prior to the date of your execution of this Agreement, except that the release in this subsection shall not apply to any claim the Company may have against any one or more of the Released Parties arising out of, based upon or in any way, which directly or indirectlyindirectly results from any breach by you of this Agreement or any confidentiality, related non-competition or fiduciary obligation owed to the Company's business, my any act of misappropriation or conversion of trade secrets or proprietary or confidential information, any act of fraud or theft committed by you in connection with your employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyintentional tort.

Appears in 1 contract

Sources: Separation Agreement (Revlon Inc /De/)

General Release. For good and valuable considerationEach Obligor (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Agent and each Lender, its stockholdersand each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with Agent or any Lender and the handling of the same by Agent or any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Agent or any Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Agent or any Lender’s obligations under the Loan Documents or any other contracts or agreements between Agent or any Lender and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this release is an essential and all obligations material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.

Appears in 1 contract

Sources: Loan, Guaranty and Security Agreement (Proterra Inc)

General Release. For good and valuable considerationEach Loan Party (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Administrative Agent and each Lender, its stockholdersand each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with any Lender and the handling of the same by any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Administrative Agent or any Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Administrative Agent and the Lenders’ obligations under the Loan Documents or any other contracts or agreements between Administrative Agent and Lenders, on one hand, and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and all obligations release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release ​ ​ shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.

Appears in 1 contract

Sources: Credit Agreement (Calavo Growers Inc)

General Release. For good (a) The Member, on behalf of itself and valuable considerationits predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs subsidiaries, divisions, affiliates, directors, officers and representatives any person or entity claiming by, through, under it or on its behalf, or which is acting in concert with it (eachcollectively, a "Releasing Party"the “Member Releasees”), hereby release releases and forever discharge Comtech Telecommunications Corp. discharges (the "Company"“General Release”), as of the Closing Date, each of (i) DIRECTV and its stockholderssubsidiaries and affiliates and all present and former directors, officers, directorsagents, representatives, employees, agents successors and attorneysassigns of DIRECTV and its affiliates and DIRECTV’s direct or indirect owners and (ii) NRTC and its subsidiaries and affiliates and all present and former directors, officers, agents, representatives, employees, successors and their respective successors, assigns, heirs assigns of NRTC and representatives its affiliates and NRTC’s members (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandssuits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities or obligationsof any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, pending suspected, or claimed, in each case, including, but not pendinglimited to, liquidated any allegation, claim or not liquidatedviolation, arising under any local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of every kind the Released Parties; or any claim for breach of contract (both express and nature whatsoever implied), breach of a covenant of good faith and fair dealing (collectivelyboth express and implied), negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the "Released foregoing collectively referred to herein as “Claims") which the Releasing Party has”), has had or may have against DIRECTV, NRTC and/or any one or more of the Released Parties which the Member Releasees may have against the Released Parties including, without limitation, any Claims relating to, arising out ofof or based on the Member Agreements, based upon or the termination thereof in any way, directly or indirectly, related to the Company's business, my employment connection with the Company Offer, any dealings between NRTC and the Member Releasees, NRTC’s method of calculation and allocation of patronage and non-patronage sourced income (including any such patronage or non-patronage sourced income allegedly arising out of the transactions by which NRTC and DIRECTV terminated the DBS Distribution Agreement, the New DBS Distribution Agreement and the Member Agreements), NRTC’s calculations and distributions of net savings or patronage to its patrons, NRTC’s use (including in connection with ventures other than the DBS business) of its patronage capital, the amount, including margin, charged by NRTC to its members or affiliates thereunder, NRTC’s use or distribution to such member or affiliate of any launch or marketing support fees or advertising revenues collected by NRTC and/or any Claim that NRTC must distribute or pay any patronage as a consequence of the termination of such employment; providedthe DBS Distribution Agreement or the Member Agreements. The Member Releasees do not, however, release (i) any right to be paid or to receive distributions (in the ordinary course of NRTC’s business and not relating to the termination of the DBS Distribution Agreement, the New DBS Distribution Agreement or the Member Agreements) with respect to any patronage income or capital (a) as reflected on NRTC’s books and records or (b) that has accrued, but has not yet been declared or distributed, in each case immediately prior to the termination date of the DBS Distribution Agreement; and (ii) any rights that arise out of this Agreement. (b) The Member hereby acknowledges that (i) any payments or benefits paid or granted to it pursuant to the Offer, and NRTC’s consent to the transactions set forth herein, represent, in part, consideration for making this General Release and (ii) it will not receive any payments or benefits pursuant to the terms of the Offer unless its makes this General Release. (c) The Member hereby represents that is has not made any assignment or transfer of any right, claim, demand, cause of action, or other matter covered by Section 9(a) above. (d) In making this General Release, the Member acknowledges and intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. The Member expressly consents that this General Release shall have no be given full force and effect whatsoever upon: according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (a) notwithstanding any state statute that expressly limits the Company's obligationseffectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to pay CIC Payments pursuant to any other Claims hereinabove mentioned or implied. The Member acknowledges and agrees that this waiver is an essential and material term of this General Release. The Member further agrees that in the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) event it should bring a Claim seeking damages against any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant this General Release shall serve as a complete defense to insurance policiessuch Claims. The Member further agrees that it is not aware of any pending charge or complaint of the type described in Section 9(a) as of the execution of this General Release. (e) The Member represents that it is not aware of any claim by it other than the Claims that are released by this General Release. The Member acknowledges that it may hereafter discover Claims or facts in addition to or different than those which it now knows or believes to exist with respect to the subject matter of this General Release and which, if anyknown or suspected at the time of entering into this General Release, for acts may have materially affected this General Release and its decision to enter into it. Nevertheless, the Member hereby waives any right, Claim or omissions in the undersigned’s capacity cause of action that might arise as a director, officer and/or employee thereof; result of such different or additional Claims or facts and (c) hereby expressly waives any and all rights and benefits confirmed upon it by the undersigned may have provisions of California Civil Code Section 1542, which provides as follows: (f) The Member agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to vested be an admission by DIRECTV, NRTC, any Released Party or accrued benefits the Member of any improper or entitlements unlawful conduct. (g) Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under and applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in accordance with any respect under any applicable planlaw or rule in any jurisdiction, agreementsuch invalidity, programillegality or unenforceability shall not affect any other provision or any other jurisdiction, awardbut this General Release shall be reformed, policy construed and enforced in such jurisdiction as if such invalid, illegal or arrangement unenforceable provision had never been contained herein. (h) The Member agrees that NRTC and the other NRTC Released Parties are intended third-party beneficiaries of the General Release and are entitled to enforce any rights that they have under the General Release including, without limitation, to raise the General Release as a Released Partycomplete defense in any action involving any of the Claims subject to the General Release.

Appears in 1 contract

Sources: Member Offer Agreement (Directv Holdings LLC)

General Release. For good Effective as of the Effective Date, each of the Reorganized Debtors (as that term is defined in the Plan of Reorganization) and valuable considerationthe respective estates of the Chapter 11 Debtors hereby release, to the receipt and adequacy fullest extent permitted by applicable law, each of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, MII Indemnified Parties from any and all claimsClaims and/or Damages arising out of, demandsresulting from or attributable to, causes directly or indirectly, (a) the business or operations of actionany of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, liabilities in each case, from and after the date it was incorporated, as reflected in Schedule 3.1(a)), (b) the ownership of any of the Chapter 11 Debtors or obligationsany of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, known in each case, from and after the date it was incorporated), (c) any contract, agreement, arrangement or unknownunderstanding between one or more of the MII Indemnified Parties, pending or not pendingon the one hand, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated), on the other hand, in effect prior to the Effective Date (other than this Agreement, the Tax Allocation Agreement and the Support Services Agreement), (d) any affiliation or relationship with any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated) prior to the Effective Date (other than as parties to this Agreement, the Tax Allocation Agreement and the Support Services Agreement) and/or (e) any legal or equitable claims or causes of action of any kind by any of the B&W Entities relating to any period prior to the Effective Date, including, in the case of each of clauses (a) through (e), any Claims based on conduct that constituted or may have constituted ordinary or gross negligence or reckless, willful or wanton misconduct of any of the Asbestos Protected Parties or any conduct for which any of the Asbestos Protected Parties may be deemed to have strict liability under any applicable law (collectively, the “Released Parties Claims”), including: (i) any and all Claims arising out of, based upon resulting from or in any wayattributable to, directly or indirectly, related exposure to products, equipment or materials completed, products, equipment or materials in the process of construction, or products, equipment or materials engineered, designed, marketed, manufactured, fabricated, constructed, sold, supplied, produced, installed, maintained, serviced, specified, selected, repaired, removed, replaced, released, distributed or used at any time by (A) any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated), (B) any predecessor of any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries, or (C) any other Entity for whose products or operations any of the Entities referred to in the immediately preceding clauses (A) and (B) allegedly has liability or is otherwise liable, including any and all Claims that may also constitute Asbestos PI Trust Claims, Asbestos PD Claims and Workers’ Compensation Claims (as those terms are defined in the Plan of Reorganization), and including any such Claim (1) for compensatory damages (such as loss of consortium, wrongful death, survivorship, proximate, consequential, general and special damages) and punitive damages, (2) for reimbursement, indemnification, subrogation and contribution or (3) under any settlement entered into by or on behalf of any of the Entities referred to in the immediately preceding clauses (A), (B) and (C) prior to the Company's business, my employment with commencement of the Company or the termination of such employmentChapter 11 Proceedings; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights Released Claims exclude Claims of the undersigned to enforce such obligations; kind described above in this clause (bi) against any of the MII Indemnified Parties in respect of any premises liability of any of the MII Indemnified Parties that is not derived in any way from or based upon or resulting from any affiliation with any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated); (ii) any and all obligations Claims arising out of, resulting from or attributable to, directly or indirectly, the 1998 Transfers, including any and all Claims which were or could have been asserted against any of the Released MII Indemnified Parties to defendin the action captioned Asbestos Claimants’ Committee and ▇▇▇▇ ▇. ▇▇▇▇▇, indemnifyEsq., hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws Legal Representative for Future Asbestos Claimants on behalf of the Released PartiesBankruptcy Estate of the ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Investment Company, and/or pursuant to insurance policieset al., if any, for acts or omissions Adversary Proceeding No. 01-1155 filed in the undersigned’s capacity as a director, officer and/or employee thereof; and Bankruptcy Court; (ciii) any and all rights Claims (A) that (1) may be asserted by or through any of the undersigned Chapter 11 Debtors or any of their respective past or present Subsidiaries or (2) may arise out of or result from, or may be attributable to, any act or omission on the part of any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries and (B) that may arise out of or result from, or may be attributable to, insurance or the placement of insurance coverage under which any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries is or was insured, including all Claims for contribution, indemnity, retrospective premiums, insurance coverages owed and reinsurance coverages owed, and all other Claims arising from or relating to such insurance coverages, whether based on statute, regulation or common law, and whether sounding in contract or tort, including any extra-contractual claims relating to the handling, adjustment or resolution of any coverage claims and including any and all Claims (including for contribution or indemnity) brought by any Entity in, pursuant to or in connection with any Insurer Misconduct Action (as defined in the Plan of Reorganization); (iv) any and all Claims (in addition to those described in Sections 3.1(i) through (iv)) that may be asserted by or through any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries against any of the MII Indemnified Parties (including Claims arising under Section 544, 545, 547, 548, 549, 550, 551 or 553 of the Bankruptcy Code or similar Claims arising under state or any other law) which are in the nature of fraudulent transfer, successor liability, veil piercing or alter ego-type claims, as a consequence of transactions, events or circumstances involving or affecting any of the B&W Entities (or any of their respective predecessors) or any of their respective businesses or operations that occurred or existed prior to the Effective Date; and (v) any and all Claims (in addition to those described in Sections 3.1(i) through (v)) arising out of, resulting from or attributable to, directly or indirectly, any and all other intercompany dealings between MII and/or its past and present Affiliates (other than the B&W Entities), on the one hand, and any of the Chapter 11 Debtors and/or any of their respective past or present Subsidiaries, on the other hand, prior to the Effective Date; provided, however, that the “Released Claims” shall not include: (A) any Claim referred to in clause (ii) of the first sentence of Section 5.1 and (B) any Claim referred to in clause (ii) of the second sentence of Section 5.2. The releases provided pursuant to this Section 3.1 shall also extend to each of the D&O Insurers, in each case to the extent, and only to the extent, that such insurer may have to vested or accrued benefits or entitlements under and liability in accordance with any applicable plan, agreement, program, award, policy or arrangement respect of a Released PartyClaim that is derivative of any liability of any of the MII Indemnified Parties with respect to such Released Claim (before giving effect to the release to be provided pursuant to this Section 3.1), and only with respect to such insurer’s obligations under directors and officers liability policies. The Plan of Reorganization shall provide that the releases provided for in this Section 3.1 and the indemnification provisions set forth in Section 3.2 shall be binding on the Reorganized Debtors and the Asbestos PI Trust with the same force and effect as if the Reorganized Debtors and the Asbestos PI Trust were included in the list of parties granting the releases in this Section 3.1. Nothing in this Section 3.1 shall be deemed to limit or modify the releases provided or to be provided pursuant to Sections 5.1 and 5.2.

Appears in 1 contract

Sources: Settlement Agreement (McDermott International Inc)

General Release. For good and valuable considerationEffective for all purposes as of the date hereof, the receipt Stockholder Representative acknowledges and adequacy agrees, on behalf of which is hereby acknowledgedeach Seller Indemnifying Party and each of his, Iher or its agents, for myself and my trustees, beneficiaries, directors, officers, affiliates, subsidiaries, estate, successors, assigns, heirs members and representatives partners (each, a "Releasing Party")“Releasor”) that: (a) Releasor represents and warrants that, hereby release as of the date hereof, he, she or it has no Claims (as such term is defined below) against the Company, Parent and forever discharge Comtech Telecommunications Corp. (the "Company")Merger Sub, its or any of their past or present parent companies, subsidiaries or affiliates, or any of their respective employees, directors, partners, stockholders, officers, directorsagents, employees, agents and attorneys, and their respective representatives, predecessors, successors, assignsrelated entities, heirs and representatives assigns or the like or any persons acting by, through, under or in concert with any of them (each, a "Released Party"), individually and collectively, the “Releasees”). (b) To the extent allowed by law, Releasor hereby irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages or causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever that Releasor may have, whether known or unknown, pending suspected or unsuspected, existing or prospective, including, but not pendinglimited to, liquidated those arising out of or in any way connected with or relating to: (i) the terms and provisions of this Amendment, including, but not liquidatedlimited to, claims arising from the failure of every kind the Company or Parent to earn the revised Earn-Out Payment due to the operation and nature whatsoever management by the Parent of the Company and the Business, or (ii) claims related to the Retention Bonus Plan where the facts and circumstances giving rise to the claim arose prior to the Closing (collectively, “Claims”); except that Claims shall not include: (A) any claims to enforce the "Released Claims"Parties’ respective rights, duties and obligations under this Amendment, (B) which any claims under any indemnification agreement between the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with Releasor and the Company or Parent (including indemnification provided for under applicable law) or insurance policy of the termination Company or Parent, in each case, in effect as of such employmentthe date hereof, (C) any claims under the Charter Documents or (D) if (and only if) the Seller Releasor is an employee of the Company or Parent, any claims related to accrued salaries, vacation and expenses that have accrued after the Closing; provided, however, that the foregoing exceptions shall not, and are not intended to, preclude or negate any rights Parent has or may have under this General Amendment, including, but not limited to, with respect this Release shall have no effect whatsoever upon: (aand the new Seller Indemnifiable Matter in Section 7.2(a) of the Merger Agreement as described in Section 2(g) of this Amendment. This Release is not intended to cover and does not extend to claims that, by law, cannot be released in an agreement between an employer and an employee. Releasor understands and agrees that by signing this Agreement, Releasor will not be able to bring any Claims against the Parent or any of the Releasees relating to the Company's obligations’s failure to earn the Earn-Out Payment in whole or in part due to any action taken by the Parent, if any, to pay CIC Payments pursuant and expressly acknowledges and agrees to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights terms of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and Section 4 hereof. (c) any and Releasor expressly waives all rights under California Civil Code section 1542, or any other similar statute or law of any other jurisdiction. California Civil Code section 1542 provides as follows: (d) Releasor represents and acknowledges that he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the undersigned may have Parent’s representatives. Releasor further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or Parent or anyone else with regard to vested the subject matter, basis or accrued benefits effect of this release or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyotherwise.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Cafepress Inc.)

General Release. For good and valuable considerationExcept as set forth in Section 8.01, effective as of the receipt and adequacy of which is hereby acknowledgedClosing, I, for myself and my successors, assigns, heirs and representatives each Party (each, a "Releasing Party"), on behalf of itself and its successors and assigns, hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company"other Party(ies), its stockholdersthe other Party’s(ies’) affiliates, and, in all cases, their respective directors, officers, directorspartners, employees, agents and attorneysmembers, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, suits, demands, causes of action, liabilities or contracts, covenants, obligations, debts, costs, expenses, attorneys’ fees, and liabilities, of whatever kind or nature, in law or equity, by statute or otherwise, whether now known or unknown, pending vested or contingent, suspected or unsuspected, and whether or not pendingconcealed or hidden, liquidated which have existed or not liquidatedmay have existed or which do exist, through and as of every kind the Closing, including, without limitation, in connection with ownership of the InvaGen Shares and/or under the Legacy Investment Agreements, except, in each case, those arising out of (i) this Agreement, (ii) any rights of any Director with respect to indemnification, exculpation or advancement granted under the certificate of incorporation or bylaws of Avenue or under any agreement between Avenue and nature whatsoever any Director, or (iii) any rights of any Director pursuant to Avenue’s existing directors’ and officers’ liability policies or a Tail Policy (such released matters are, collectively, the "Released Claims") which the ”). Each Releasing Party has, has had or may have against any acknowledges and agrees that this Agreement shall be effective as a bar to each and every one or more of the Released Parties arising out of, based upon Claims hereinabove mentioned or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, implied. Each Releasing Party expressly consents that this General Release Agreement shall have no be given full force and effect whatsoever upon: according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (a) notwithstanding any state statute that expressly limits the Company's obligationseffectiveness of a general release of unknown, unsuspected, and unanticipated Claims), if any, as well as those relating to pay CIC Payments pursuant to any other Claims hereinabove mentioned or implied. Each Releasing Party further acknowledges and agrees that, in the Change event such Releasing Party brings a Claim in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce which such obligations; (b) Releasing Party seeks damages against any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersignedevent such Releasing Party seeks to recover against any of the Released Parties in any Claim brought by a governmental agency on such Releasing Party’s capacity behalf, this release shall serve as a directorcomplete defense to such Claims. Each Releasing Party acknowledges and agrees that such Releasing Party: (i) has carefully read and fully understands all of the provisions of this Agreement, officer and/or employee thereof; (ii) knowingly and voluntarily agrees to all of the terms set forth in this Agreement, (iii) knowingly and voluntarily agrees to be legally bound by this Agreement, and (civ) any has been advised and all rights the undersigned may have encouraged in writing (via this Agreement) to vested or accrued benefits or entitlements under and in accordance consult with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyan attorney prior to signing this Agreement.

Appears in 1 contract

Sources: Share Repurchase Agreement (InvaGen Pharmaceuticals, Inc.)

General Release. For good and valuable considerationEach Loan Party (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Administrative Agent and each Lender, its stockholdersand each of their respective past and present ​ directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with any Lender and the handling of the same by any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Administrative Agent or any Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Administrative Agent and the Lenders’ obligations under the Loan Documents or any other contracts or agreements between Administrative Agent and/or any Lender, on one hand, and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and all obligations release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.

Appears in 1 contract

Sources: Credit Agreement (Calavo Growers Inc)

General Release. For good In consideration of the Company's obligations under this Agreement and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), you hereby release and forever discharge Comtech Telecommunications Corp. the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors and agents (the "CompanyCompany Releasees"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, ) from any and all claims, demands, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever action (collectively, the "Released Claims") which ), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that you may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (x) your employment relationship with and service as a director, based upon employee or in any way, directly or indirectly, related to the Company's business, my employment with officer of the Company or any of its subsidiaries or affiliates, and the termination of such employmentrelationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: Section 8(a) will not apply to (aA) the Company's obligationsobligations of the Company under this Agreement, if any, (B) the obligations of the Company and its subsidiaries to pay CIC Payments continue to provide director and officer indemnification pursuant to the Change in Control Agreement agreement dated as of April 22, 1998 (the "Indemnification Agreement") between the undersigned and Endeavor Technologies Inc., a predecessor to the Company, dated [Date] and you, which Indemnification Agreement is hereby assumed by the Company, and Section 10 of this Agreement and (C) your right or ability to assert in good faith any facts by way of defense (or counterclaim arising from the “CIC Agreement”same set of facts) or against any Claim asserted against you by the rights Company pursuant to clause (B) of the undersigned proviso to enforce such obligations; (b) Section 8(b). You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all obligations of the Released Parties to defendclaims for payments or benefits, indemnifywhether express or implied, hold harmless or reimburse the undersigned under the Indemnification Agreement between that you may have against the Company and the undersignedor any of its subsidiaries or affiliates arising out of your employment relationship, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity your service as a director, employee or officer and/or employee of the Company or any of its subsidiaries or affiliates and the termination thereof; . You hereby acknowledge and (cconfirm that you are providing the release and discharge set forth in this Section 8(a) only in exchange for consideration in addition to anything of value to which you are already entitled. You acknowledge and agree that if you should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Company Releasees with respect to any cause, matter or thing which is the subject of this Section 8(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Company Releasee may recover from you all rights the undersigned may have to vested costs incurred in connection with such action, claim or accrued benefits or entitlements under and in accordance with any applicable planproceeding, agreement, program, award, policy or arrangement of a Released Partyincluding attorneys' fees.

Appears in 1 contract

Sources: Resignation Agreement (Webmd Corp /New/)

General Release. For good (a) The Stockholder, on his own behalf and valuable considerationon behalf of his Affiliates, the receipt and adequacy of which is hereby acknowledgedAssociates, I, for myself and my successors, assigns, heirs heirs, beneficiaries, attorneys, partners, limited partners, employees and representatives agents (eachas applicable) (collectively, a "Releasing Party"the “Stockholder Releasors”), hereby release releases and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Arbinet, and its stockholdersrespective directors, officers, directors, employees, agents and attorneysagents, and their respective successorsshareholders, assignslicensees, heirs and representatives sublicensees, customers, suppliers, importers, manufacturers, distributors or insurers, or any heirs, administrators, executors, predecessors, successors or assigns of the foregoing (each, a "Released Party"), individually and collectively, the “Arbinet Releasees”) from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses, known or unknownunknown (collectively, pending “Claims”), which the Stockholder Releasors may have had or may now have, own, or hold, or claim to have, own, or hold against the Arbinet Releasees up to the date of this Agreement. The Stockholder Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Stockholder Releasors represents and warrants hereby that it has not pendingfiled any complaints or charges asserting any Claims against any of the Arbinet Releasees with any local, liquidated state or not liquidatedfederal agency or court, or assigned any such Claim to any other person. Each of every kind the Stockholder Releasors agrees never to directly or indirectly commence, authorize or assist in any suit or other proceeding (including asserting any claim or counterclaim against, or participate in or join or otherwise aid, other than as required by law, in any claim or action) against Arbinet Releasees regarding any matter within the scope of this General Release. If any of the Stockholder Releasors violates this General Release by suing any Arbinet Releasee or causing any Arbinet Releasee to be sued, the undersigned Stockholder Releasors agree to pay all costs and nature whatsoever expenses of defending against the suit incurred by the Arbinet Releasees, including reasonable attorneys’ fees. (b) Arbinet, on its own behalf and on behalf of its Affiliates, Associates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, employees and agents (as applicable) (collectively, the "Released Claims"“Arbinet Releasors”), hereby releases and discharges the Stockholder (the “Stockholder Releasee”) from any and all Claims which the Releasing Party has, has Arbinet Releasors may have had or may have now have, own, or hold, or claim to have, own, or hold against the Stockholder Releasee up to the date of this Agreement. The Arbinet Releasors specifically waive any one rights under any statute, regulation or more rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Released Parties arising out ofArbinet Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against the Stockholder Releasee with any local, based upon state or in federal agency or court, or assigned any way, directly such Claim to any other person. Each of the Arbinet Releasors agrees never to ▇▇▇ the Stockholder Releasee or indirectly, related cause the Stockholder Releasee to be sued regarding any matter within the Company's business, my employment with scope of this General Release. If any of the Company or the termination of such employment; provided, however, that Arbinet Releasors violates this General Release shall have no effect whatsoever upon: (a) by suing the Company's obligationsStockholder Releasee or causing the Stockholder Releasee to be sued, if any, the undersigned Arbinet Releasors agree to pay CIC Payments pursuant to all costs and expenses of defending against the Change in Control Agreement between suit incurred by the undersigned and the CompanyStockholder Releasee, dated [Date] including reasonable attorneys’ fees. (the “CIC Agreement”c) or the rights Each of the undersigned to enforce such obligations; (b) any Stockholder Releasors and all obligations Arbinet Releasors acknowledge that it has read the contents of the Released Parties foregoing applicable General Release, that it has had the opportunity to defendreview such General Release with counsel of its choice, indemnifythat it understands the same and that it has given such General Release as its own free act and deed. (d) Notwithstanding anything contained in this Section 9 to the contrary, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws this Section 9 shall not apply to any Claim arising out of a breach of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions obligations contained in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.

Appears in 1 contract

Sources: Settlement and Standstill Agreement (Arbinet Thexchange Inc)

General Release. For good (a) Effective as of the Closing Date, Parent, on behalf of itself and valuable considerationits Affiliates, hereby generally, irrevocably, unconditionally and completely releases and forever discharges each of the Acquired Companies (together, the receipt “Purchaser Released Parties”) from, and adequacy hereby irrevocably, unconditionally and completely waives and relinquishes, each of which is hereby acknowledgedthe Parent Released Claims. In addition, IParent, for myself on behalf of itself and my successors, assigns, heirs and representatives (each, a "Releasing Party")its Affiliates, hereby release and forever discharge Comtech Telecommunications Corp. (the "agrees not to bring any Claim against any Acquired Company"), its stockholders, ’s existing or former officers, directors, employeesemployees or independent contractors if such Claim (i) may reasonably be covered under any of Parent’s or any of its Affiliates’ D&O liability insurance policies or (ii) may reasonably be considered to require indemnification by Purchaser, agents and attorneys, and the Acquired Companies or any of their respective successorsAffiliates under any of their respective Organizational Documents or pursuant to any indemnification agreement with any such officer, assignsdirector, heirs employee or independent contractor. For purposes of this Section 4.16, (i) the term “Claims” shall mean and representatives (eachinclude all past, a "Released Party")present and future disputes, individually and collectivelyclaims, from any and all claimscontroversies, demands, rights, obligations, liabilities, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, action of every kind and nature whatsoever nature, and (collectively, ii) the "term “Parent Released Claims"” shall mean and include each and every Claim that (a) which Parent may have had in the Releasing Party haspast, has had may now have or may have in the future against any one or more of the Purchaser Released Parties arising Parties, and (b) has arisen or arises directly or indirectly out of, based upon or in any way, relates directly or indirectlyindirectly to, related any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the Company's business, my employment with the Company or the termination of such employmentClosing Date; provided, however, that this General Release “Parent Released Claims” shall not include (x) any Claims that may arise as a result of events occurring after the Closing Date or (y) any rights Parent may have no effect whatsoever upon: (aunder any Contract set forth on Schedule 4.13(a)(II) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement by and between the undersigned or among itself and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Purchaser Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Sources: Stock Purchase Agreement (Ladenburg Thalmann Financial Services Inc)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Employment Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Employment Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Sources: Employment Agreement (Ameriserv Financial Inc /Pa/)

General Release. For good (a) Each Loan Party hereby absolutely and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges each Agent and each Lender, and any and all of their respective participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the "Company"), its stockholderspresent and former directors, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives employees of any of the foregoing (each, each a "Released Party"), individually and collectively, from any and all claims, demands, demands or causes of actionaction of any kind, liabilities nature or obligationsdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this First Amendment for or on account of, or in relation to, or in connection with any of the Credit Amendment, any of the Loan Documents or any of the transactions thereunder or related thereto, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, pending or demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under any Applicable Law which provides that: “A general release does not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") extend to claims which the Releasing 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 might have materially affected his settlement with the debtor.” (b) Each Loan 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 Released Party hasabove that it will not sue (at law, has had or may have against any one or more of the Released Parties arising out ofin equity, based upon or in any wayregulatory proceeding or otherwise) any Released Party on the basis of any claim released, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments remised and discharged by any Loan Party pursuant to the Change in Control Agreement between above release. If any Loan Party or any of its successors, assigns or other legal representatives violates the undersigned and the Companyforegoing covenant, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if anyLoan Party, for acts or omissions itself and its successors, assigns and legal representatives, agrees to pay, in the undersigned’s capacity addition to such other damages as any Released Party may sustain as a directorresult of such violation, officer and/or employee thereof; all reasonable attorneys’ fees and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement costs incurred by such Released Party as a result of a Released Partysuch violation.

Appears in 1 contract

Sources: Credit Agreement (Stronghold Digital Mining, Inc.)

General Release. For good and valuable consideration(a) In consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to ▇▇▇ or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective 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 Amendment No. 8 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Releasors, on the one hand, and any or all of the Releasees, 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 (i) hereof. In entering into this Amendment, the 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 accuracy, completeness or validity thereof. The provisions of this Section 2.5 shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the Obligations. (b) The Borrower and each other Loan Party hereby agrees that the Releasees shall each be an Indemnitee and entitled to the benefits of Section 11.3 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith. (c) The Borrower and each other Loan Party, on behalf of itself and its successors, assigns, heirs and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by the Borrower or any other Loan Party pursuant to Section 2.5(a) hereof. If the Borrower, any other Loan Party or any of its successors, assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which the Releasing Party hasBorrower and each other Loan Party, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all attorneys' fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 1 contract

Sources: Credit Agreement (Hallador Energy Co)

General Release. For good In consideration of the payments and valuable considerationbenefits provided to you under this Agreement and after consultation with counsel, you, and each of the your respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersaffiliated entities and each of their respective officers, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party has, has had your employment relationship with and service as an employee or may have against any one or more officer of the Released Parties arising out ofCompany, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentrelationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section 7 shall have no effect whatsoever upon: not apply to (ai) the Company's obligationsobligations of the Company under this Agreement, if any(ii) claims for vested benefits under Company benefit plans, (iii) claims for indemnification or contribution, (iv) claims related to pay CIC Payments pursuant your vested equity, (v) claims that arise after your execution of this Agreement, (vi) a charge or complaint filed by you with the Equal Employment Opportunity Commission, provided however, that you may be barred from recovering any monetary relief in any such proceeding; or (vii) any other claims that cannot be waived herein under state or federal law. Without limiting the scope of the foregoing provision in any way, you hereby release all claims relating to the Change in Control Agreement between the undersigned and or arising out of any aspect of your employment with the Company, dated [Date] (the “CIC Agreement”) or the rights including but not limited to, all claims under Title VII of the undersigned Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Law Against Discrimination, the New Jersey Family Leave Act; the New Jersey Conscientious Employee Protection Act; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to enforce such obligationsharm; (b) any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by you and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in this Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company arising out of the Released Parties to defend, indemnify, hold harmless your employment relationship or reimburse the undersigned under the Indemnification Agreement between your service as an employee or officer of the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee termination thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

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

General Release. For good (a) Effective as of and valuable considerationsubject to the Closing, the receipt and adequacy of which is hereby acknowledgedas a material inducement to enter into this Agreement, ISeller, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")itself, its stockholdersAffiliates and each of their respective assigns, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs employees and representatives (eacheach a “Seller Releasing Party”), hereby irrevocably and unconditionally releases and forever discharges the Transferred Entities and each of their respective assigns, officers, directors, employees and representatives (each a "“Buyer Released Party"), individually and collectively, from any and all claims, demandsliabilities, promises, controversies, damages, actions, causes of action, liabilities suits, charges, investigations, demands, costs, losses, debts and expenses of any kind or obligationsnature whatsoever, which exist on the date of this Agreement, whether based in tort, fraud, contract, statute, common law, or any other legal theory (including claims for any wages, bonuses, severance pay, commissions, overtime pay, vacation pay, paid time off, consulting fees, benefits and any other compensation earned or arising out of such Seller Releasing Party’s relationship with any Buyer Released Party as an employee or consultant under any contract or applicable Law through the Closing) and whether known or unknown, pending except (1) pursuant to those agreements or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more other transactions set forth on Section 4.11 of the Released Parties arising out of, based upon or in any way, directly or indirectly, Seller Disclosure Letter; (2) accounts receivable and accounts payable related to ordinary course trading activities between Seller and its Affiliates and any of the Company's businessTransferred Entities; (3) rights of Seller under this Agreement and rights of Seller or its Affiliates under any of the Ancillary Agreements or Restructuring Agreements; (4) the indemnification rights referred to in Section 4.6. Seller for itself and on behalf of each Seller Releasing Party, my employment with the Company or the termination of such employment; provided, however, expressly acknowledges that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned is a final and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; general release. (b) any At the Closing, Buyer shall cause the Transferred Entities, for the Transferred Entities and all obligations each of their respective assigns, officers, directors, employees and representatives (each a “Buyer Releasing Party”) to execute and deliver to Seller releases in favor of Seller, its Affiliates and each of their respective assigns, officers, directors, employees and representatives (each a “Seller Released Party”) of the Released Parties same scope as the release granted to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or Transferred Entities pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartySection 4.18(a).

Appears in 1 contract

Sources: Stock Purchase Agreement (Uci Holdings LTD)

General Release. For (a) In exchange for the payments and benefits described in Section 2 hereof, as well as the release set forth in Section 3(b) hereof, and other good and valuable consideration, the receipt and adequacy sufficiency of which is hereby acknowledged, IMr. Rossen hereby agrees that he, for myself his representatives, agents, estat▇, ▇▇▇▇▇, administrators, agents, attorneys, successors and my assigns (collectively and individually, the "Rossen Releasors"), absolutely and unconditionally hereby release, remise, indemnify, hold harmless and forever discharge the Company and its predecessors, successors, subsidiaries (including but not limited to Lasertel), divisions, affiliates, assigns, heirs investors, benefit plans and representatives (eachinsurers, a "Releasing Party")as well as the current and former directors, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")shareholders, its stockholders, officers, directors, employees, agents and attorneys, representatives and/or agents of any such entities, both individually and in their respective successorsofficial capacities (collectively and individually, assigns, heirs and representatives (each, a the "Released PartyCompany Parties"), individually and collectively, from any and all claims"Claims" that the Rossen Releasors have, demandsmay have or have had against the Company Parties through the date that Mr. Rossen executes this Agreement, whether or not specifically enum▇▇▇▇▇▇ ▇▇ this Agreement. (b) In exchange for general release by the Rossen Releasors as set forth above in Section 3(a) hereof, the Company and its predecessors, successors, subsidiaries (including but not limited to Lasertel), affiliates, divisions and assigns (the "Company Releasors"), absolutely and unconditionally hereby release, remise, indemnify, hold harmless and forever discharge the Rossen Releasers from any and all Claims that the Company Releasors have, may have or have had against the Rossen Releasors. Provided, however, that nothing in this Agreement shall be construed to, and the Company Releasors shall not, release the Rossen Releasors from any claims the Company Releasors have, may have or have had arising out of or concerning any obligations Mr. Rossen may have, whether under statute, agreement (including wit▇▇▇▇ ▇▇▇▇▇ation the Non-Disclosure Agreement) or common law, relating to noncompetition; nonsolicitation of customers, employees or other third parties; and/or the theft, misuse or misappropriation of corporate opportunities, trade secrets, confidential information, proprietary and/or intellectual property of the Company Releasors. (c) For purposes of this Agreement, "Claims" shall mean any and all actions or causes of action, liabilities suits, claims, complaints, contracts, liabilities, obligations, agreements, promises, debts, damages, judgments, rights, demands and remedies of any type, whether existing or obligationscontingent, known or unknown, pending in law or in equity, including, but not pendinglimited to, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties those arising out of, based upon of or in connection with: (i) any way, directly or indirectly, related to relationship between Mr. Rossen and the Company's business, my including, but not limited to, Mr. Rosse▇'▇ ▇▇▇▇▇▇ as an employee, stockholder, officer or director ▇▇ ▇▇▇ ▇▇▇▇any, its subsidiaries, divisions and/or affiliates, or any change in and/or cessation of any such relationship; (ii) any federal, state or local law, constitution or regulation regarding either employment with or employment discrimination and/or retaliation including, without limitation, those concerning discrimination on the Company basis of race, color, age, handicap, physical or the termination mental disability, creed, religion, sex, sex harassment, sexual orientation, marital status, national origin, ancestry, veteran status, military service and/or application for military service; (iii) any federal, state or local law, constitution or regulation regarding stock, options or rights to purchase stock, equity, ownership interests and/or securities; and/or (iv) any contract, whether oral or written, express or implied, any tort, and/or any other statute or common law of such employment; providedany nature whatsoever. Provided, however, that no party shall waive any Claims that may relate to or arise under this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyits attached schedules.

Appears in 1 contract

Sources: Resignation Agreement (Presstek Inc /De/)

General Release. For good and valuable considerationFOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is are hereby acknowledged, Ieach of the undersigned, for myself and my successorsSpringbrook Investments, assigns, heirs and representatives (eachL.P., a "Releasing Party")California limited partnership, and its successors and assigns (collectively, “Releasor”) does hereby release forever release, discharge and forever discharge Comtech Telecommunications Corp. acquit SPT Real Estate Finance, LLC, a Delaware limited liability company (the "Company"“Lender”), its stockholdersofficers, directors, members, managers, agents and employees, and their respective partners, officers, directors, employeesmembers, agents and attorneysmanagers, agents, employees successors, heirs, and their respective successors, assigns, heirs and representatives (eacheach of them, a "Released Party"), individually of and collectively, from any and all claims, demands, obligations, liabilities, indebtednesses, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, liabilities debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, and irrespective of how, why, or by reason of what facts, whether heretofore, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which in any way arise out of, are connected with or relate to the Loan (as that term and capitalized terms not liquidatedotherwise defined herein are defined in that certain Settlement Agreement dated of even date herewith, of every kind and nature whatsoever pursuant to which this Release is delivered) (collectively, the "Released Claims") which the Releasing Party has”), has had or may have against any one or more of the Released Parties including, without limitation, all Claims arising out of, based upon connected with or in any way, directly or indirectly, related relating to the Company's businessLoan Documents, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Settlement Agreement between the undersigned and the Company, dated [Date] other Closing Documents (as such capitalized terms are defined in the “CIC Settlement Agreement) or (other than (i) in the rights case of the undersigned Settlement Agreement and the other Closing Documents to enforce such obligations; which Lender is a party, Claims directly resulting from the material failure of Lender to observe or perform its obligations thereunder and (bii) any and all obligations rights or remedies, including, without limitation, the right to contribution, which Releasor or any of the Released Parties to defend, indemnify, hold harmless their successors or reimburse the undersigned assigns may have against Lender under the Indemnification Agreement between Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. § 9601 et seq.), as it may be amended from time to time, or any other applicable federal, state or local laws relating to hazardous materials). As further consideration for this Release, the Company Releasor hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Releasor hereby waives any and all rights and benefits which it now has, or in the undersigned future may have, conferred upon it by virtue of the provisions of Section 1542 of the Civil Code of the State of California 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. In this connection, the Releasor hereby agrees, represents and warrants that it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to vested Claims which are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown Claims which are in any way related to the matters released hereinabove. IT IS HEREBY FURTHER UNDERSTOOD AND AGREED that the acceptance of delivery of this Release by the parties released hereby shall not be deemed or accrued benefits construed as an admission of liability by any party released by the terms hereof, and each such party hereby expressly denies liability of any nature whatsoever arising from or entitlements under related to the subject of the within Release. The Releasor hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in accordance with any applicable plannegotiations for and the preparation of the within release, agreementthat it has read this Release or has had the same read to it by its counsel, programthat it has had the within Release fully explained by such counsel, awardand that it is fully aware of its contents and legal effect. DATED: September 3, policy or arrangement of 2009. RELEASOR: Springbrook Investments L.P., a Released Party.California limited partnership By: Highgrove, Inc., its General Partner By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President

Appears in 1 contract

Sources: Settlement Agreement (Shopoff Properties Trust, Inc.)

General Release. For good and valuable consideration(a) In exchange for the Company’s Severance Benefits described in Paragraph 2, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby you release and forever discharge Comtech Telecommunications Corp. (discharge, to the "Company")maximum extent permitted by law, its stockholders, officers, directors, employees, agents the Company and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectivelyeach of the other “Releasees” as defined below, from any and all claims, demands, causes of action, complaints, lawsuits or liabilities of any kind (collectively “Claims”) as described below which you, your heirs, agents, administrators or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had executors have or may have against the Company or any one or more of the Released Parties other Releasees. (b) By agreeing to this General Release, you are waiving any and all Claims that can be waived, to the maximum extent permitted by law, which you have or may have against the Company or any of the other Releasees arising out ofof or relating to any conduct, based upon matter, event or in omission existing or occurring before you sign this Agreement, and any waymonetary or other personal relief for such Claims, directly or indirectly, related including but not limited to the Company's business, my following: (i) any Claims having anything to do with your employment with the Company or and/or any of its parent, subsidiary, related and/or affiliated companies; (ii) any Claims having anything to do with the termination of such employmentyour employment with the Company and/or any of its parent, subsidiary, related and/or affiliated companies; (iii) any Claims for severance, benefits, bonuses, incentive compensation, equity, commissions and/or other compensation of any kind; (iv) any Claims for reimbursement of expenses of any kind; (v) any Claims under the Restricted Share Award Agreement dated April 11, 2017, or any prior equity agreement, including the Stock Option Agreement dated March 7, 2016; providedBeyondSpring Pharmaceuticals, howeverInc. | ▇▇ ▇▇▇▇▇▇▇, that this General Release shall have no effect whatsoever upon▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Main Tel: (a▇▇▇) ▇▇▇-▇▇▇▇ (vi) any Claims under your Employment Agreement; (vii) any Claims for attorneys’ fees or costs; (viii) any Claims under the Company's obligationsEmployee Retirement Income Security Act (“ERISA”); (ix) any Claims of discrimination and/or harassment based on age, if anysex, pregnancy, race, religion, color, creed, disability, handicap, failure to pay CIC Payments pursuant accommodate, citizenship, marital status, national origin, ancestry, sexual orientation, family status, marital status, gender identity, genetic information or any other factor protected by Federal, State or Local law as enacted or amended, such as the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,; Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act; the New York State Executive Law, the New York State Human Rights Law, the New York Labor Law, the New York City Human Rights Law, and the New York City Administrative Code; and any Claims for retaliation under any of the foregoing laws; (x) any Claims regarding leaves of absence or paid time off under federal, state or local law, including, but not limited to, any Claims under the federal Family and Medical Leave Act, the New York City Earned Sick Time Act, and the New York State Paid Family Leave law; (xi) any Claims under the Worker Adjustment Retraining and Notification Act (WARN), the New York State Worker Adjustment and Retraining Notification or any other federal, state or local law governing reductions in force or mass layoffs; (xii) any Claims arising under the Immigration Reform and Control Act (“IRCA”); (xiii) any Claims arising under the Uniformed Services Employment and Reemployment Rights Act (“USERRA”) or any state law governing military leave, including but not limited to claims under the Change in Control Agreement between New York Family Military Leave Law or any other state or local law; (xiv) any Claims for violation of public policy; (xv) any whistleblower or retaliation Claims under federal, state or local law, including but not limited to claims under the undersigned New York Labor Law; (xvi) any Claims for emotional distress or pain and suffering; and/or (xvii) any Claims under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the ▇▇▇▇-▇▇▇▇▇ Act; BeyondSpring Pharmaceuticals, Inc. | ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Main Tel: (▇▇▇) ▇▇▇-▇▇▇▇ (xviii) any Claims under the federal Fair Credit Reporting Act, the New York Fair Credit Reporting Act, or any Claims under any other federal, state or local law regarding background checks; (xix) any Claims under the federal or any state constitutions; (xx) any Claims under the laws of the State of New York and/or New York City; (xxi) any other statutory, regulatory, common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, libel, slander, defamation, tortious interference with business relations, fraud, invasion of privacy, wrongful discharge, promissory estoppel, equitable estoppel and misrepresentation. (c) The term “Releasees” includes: the Company, dated [Date] (the “CIC Agreement”) BeyondSpring Pharmaceuticals, Inc., and any parent, subsidiary, related or the rights affiliated companies of the undersigned Company (whether domestic or foreign), including but not limited to enforce such obligations; BeyondSpring Inc., BeyondSpring Ltd., BeyondSpring Pharmaceuticals Australia PTY Ltd., BeyondSpring (bHK) any Limited, Wanchun Biotechnology Limited, Wanchun Biotechnology, Ltd., Dalian Wanchun Biotechnology Co., Ltd, and Dalian Wanchunbulin Pharmaceuticals Ltd., and all obligations and singularly, each of the Released Parties to defendtheir past and present employees, indemnifyconsultants, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company officers, directors, attorneys, owners, partners, insurers, benefit plan fiduciaries and the undersignedagents, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have of their respective successors and assigns, including but not limited to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party▇▇▇ ▇▇▇▇▇.

Appears in 1 contract

Sources: Severance Agreement (BeyondSpring Inc.)

General Release. For good (a) I acknowledge that my employment with the Company and valuable considerationall subsidiaries and affiliates thereof terminated on [ ]. I further acknowledge that the Company delivered this release of claims (the “Release”) to me on [ ]. (b) In exchange for the payments and benefits described in that certain Employment Agreement by and between GSI Group Inc. (the “Company”) and me (the “Employment Agreement”), which I agree I am not otherwise entitled to receive absent execution and non-revocation of the receipt and adequacy of which is hereby acknowledgedRelease, I, for myself I and my representatives, agents, estate, heirs, successors and assigns (“Releasors”) voluntarily agree to release and discharge the Company and its parents, affiliates, subsidiaries, predecessors, successors, assigns, heirs plan sponsors and representatives plan fiduciaries (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderscurrent and former trustees, officers, directors, employees, and agents of each of the foregoing, all both individually, in their capacity acting on the Company’s behalf and attorneys, and in their respective successors, assigns, heirs and representatives official capacities) (each, a "Released Party"), individually and collectively, collectively “Releasees”) generally from any and all claims, demands, causes actions, suits, damages, debts, judgments and liabilities of actionevery name and nature, liabilities whether existing or obligationscontingent, known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon in law or in any way, directly equity in connection with my employment by or indirectly, related to the Company's business, my termination of employment with the Company Company, or 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 be all encompassing and to act as a full and total release of any claims that the Releasors may have or have had against the Releasees from the beginning of time to the date of this Release, including but not limited to all claims in contract (whether written or oral, express or implied), tort, equity and common law; any claims for wrongful discharge, breach of contract, or breach of the obligation of good faith and fair dealing; and/or any claims under any local, state or federal constitution, statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or disability, veteran status or any military service or application for military service or any other category protected by law; and any federal, state or local law or regulation concerning securities, stock or stock options. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or attorney’s fees. I also agree not to commence or cooperate in the prosecution or investigation of any lawsuit, administrative action or other claim or complaint against the Releasees, except as required by law. (c) By this Release, I not only release and discharge the Releasees from any and all claims as stated above that the Releasors could make on my own behalf or on the behalf of others, but also those claims that might be made by any other person or organization on my behalf and I specifically waive any right to recover any damage awards as a member of any class in a case in which any claims against the Releasees are made involving any matters arising out of my employment by or termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and employment with the Company, dated [Date] or any of my dealings, transactions or events involving the Releasees. (the “CIC Agreement”d) I agree that, except for any payments or the rights benefits set forth in Sections 5, 8 or 24 of the undersigned Employment Agreement that have not yet been paid, as applicable, the payments and benefits the Company previously provided to enforce such obligationsme 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, 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 charter document or 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; (biii) my rights to vested benefits and payments under any stock options, restricted stock, restricted 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 all obligations provisions thereof, or my rights as a stockholder or equity holder of the Released Parties 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 defendbe void, indemnifyunlawful or unenforceable under any applicable statute or controlling law, hold harmless the remainder of this Release shall continue in full force and effect. (g) I acknowledge and agree that I have been advised to consult with or reimburse seek advice from an attorney of my choice or any other person of my choosing before executing this Release. (h) I acknowledge and agree that, in entering into this Release, I am not relying on any representation, promise or inducement made by the undersigned Company or its attorneys with the exception of those promises described in this Release. (i) 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 Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-internal laws of the Released PartiesCommonwealth of Massachusetts, and/or pursuant to insurance policies, if any, for acts or omissions the extent not preempted by federal law. (j) Notwithstanding the comprehensive release of claims set forth in the undersigned’s capacity as a directorpreceding paragraphs of this Section 1, officer nothing in this Release shall bar or prohibit me from contacting, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or employee thereof; and (c) local law. However, I nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in any and all rights the undersigned may have to vested or accrued benefits or entitlements under and agency proceeding in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partywhich I do so participate.

Appears in 1 contract

Sources: Employment Agreement (Gsi Group Inc)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, 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 entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the Separation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, of every kind and nature whatsoever (collectivelybefore any federal, the "Released Claims") which the Releasing Party hasstate, has had local, or may have against any one private court, agency, arbitrator, mediator, or more other entity, regardless of the Released Parties arising out of, based upon relief or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentremedy; provided, however, that and subject to Paragraph 4 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of the Equal Employment Opportunity Commission (“EEOC”) or another governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to make this General Release shall have no effect whatsoever uponrelease as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release: any claims under the Employment Agreement; and any and all subject matter and claims arising from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act of 1990; 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 (a) 42 U.S.C. § 1981); the Company's obligationsRehabilitation Act of 1973, if anyas amended; the Employee Retirement Income Security Act of 1974, to pay CIC Payments pursuant to 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 Change Kansas Act Against Discrimination, the Kansas Age Discrimination in Control Agreement between Employment Act, the undersigned 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 wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving his employment with the Company, dated [Date] (his services to the “CIC Agreement”) Parent, the termination of his employment with the Company, or involving any other matter, including but not limited to the rights continuing effects of his employment with the Company, his services to the Parent, or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement; (ii) to indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and/or under applicable law and/or and to continued coverage under the respective charters Company’s and by-laws of the Released Parties, and/or pursuant its Parent’s Directors and Officers liability insurance policies as in effect from time to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereoftime; and (ciii) to release any and all rights claims that may not lawfully be waived, including but not limited to any ADEA Claims that may arise after the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyEffective Date.

Appears in 1 contract

Sources: Separation Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated as of [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good In consideration of the payments and valuable considerationbenefits to be made under that certain Change in Control Severance Agreement, dated May 16, 2016, (the receipt “Agreement”), ▇▇▇▇ ▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and adequacy of which is hereby acknowledgedthe Executive's heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. ImmunoGen, Inc. (the "Company"”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively with the Company Affiliated Group, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one or more of the Company Released Parties Party in any capacity, including, without limitation, any and all claims (i) arising out of, based upon of or in any way, directly or indirectly, related to the Company's business, my employment way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, rights in or for equity based awards, salary or incentive payments, (aiii) the Company's obligationsfor breach of contract, if anywrongful discharge, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and the Company(iv) for any violation of applicable state and local labor and employment laws (including, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all obligations claims based on the Employee Retirement Income Security Act of the Released Parties to defend1974 (“ERISA”), indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the undersigned may have to vested Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement whistleblower provisions of a Released Partyother laws.

Appears in 1 contract

Sources: Change in Control Severance Agreement (Immunogen Inc)

General Release. For good (a) The Member, on behalf of itself and valuable considerationits predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs subsidiaries, divisions, affiliates, directors, officers and representatives any person or entity claiming by, through, under it or on its behalf, or which is acting in concert with it (eachcollectively, a "Releasing Party"the “Member Releasees”), hereby release releases and forever discharge Comtech Telecommunications Corp. discharges (the "Company"“General Release”), as of the Closing Date, each of (i) DIRECTV and its stockholderssubsidiaries and affiliates and all present and former directors, officers, directorsagents, representatives, employees, agents successors and attorneysassigns of DIRECTV and its affiliates and DIRECTV’s direct or indirect owners and (ii) NRTC and its subsidiaries and affiliates and all present and former directors, officers, agents, representatives, employees, successors and their respective successors, assigns, heirs assigns of NRTC and representatives its affiliates and NRTC’s members (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandssuits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities or obligationsof any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, pending suspected, or claimed, in each case, including, but not pendinglimited to, liquidated any allegation, claim or not liquidatedviolation, arising under any local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of every kind the Released Parties; or any claim for breach of contract (both express and nature whatsoever implied), breach of a covenant of good faith and fair dealing (collectivelyboth express and implied), negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the "Released foregoing collectively referred to herein as “Claims") which the Releasing Party has”), has had or may have against DIRECTV, NRTC and/or any one or more of the Released Parties which the Member Releasees may have against the Released Parties including, without limitation, any Claims relating to, arising out ofof or based on the Member Agreements, based upon or the termination thereof in any way, directly or indirectly, related to the Company's business, my employment connection with the Company Offer, any dealings between NRTC and the Member Releasees, NRTC’s method of calculation and allocation of patronage and non-patronage sourced income (including any such patronage or non-patronage sourced income allegedly arising out of the transactions by which NRTC and DIRECTV terminated the DBS Distribution Agreement, the New DBS Distribution Agreement and the Member Agreements), NRTC’s calculations and distributions of net savings or patronage to its patrons, NRTC’s use (including in connection with ventures other than the DBS business) of its patronage capital, the amount, including margin, charged by NRTC to its members or affiliates thereunder, NRTC’s use or distribution to such member or affiliate of any launch or marketing support fees or advertising revenues collected by NRTC and/or any Claim that NRTC must distribute or pay any patronage as a consequence of the termination of such employment; providedthe DBS Distribution Agreement or the Member Agreements. The Member Releasees do not, however, release (i) any right to be paid or to receive distributions (in the ordinary course of NRTC’s business and not relating to the termination of the DBS Distribution Agreement, the New DBS Distribution Agreement or the Member Agreements) with respect to any patronage income or capital (a) as reflected on NRTC’s books and records or (b) that has accrued, but has not yet been declared or distributed, in each case immediately prior to the termination date of the DBS Distribution Agreement; and (ii) any rights that arise out of this Agreement. (b) The Member hereby acknowledges that (i) any payments or benefits paid or granted to it pursuant to the Offer, and NRTC’s consent to the transactions set forth herein, represent, in part, consideration for making this General Release and (ii) it will not receive any payments or benefits pursuant to the terms of the Offer unless its makes this General Release. (c) The Member hereby represents that is has not made any assignment or transfer of any right, claim, demand, cause of action, or other matter covered by Section 9(a) above. (d) In making this General Release, the Member acknowledges and intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. The Member expressly consents that this General Release shall have no be given full force and effect whatsoever upon: according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (a) notwithstanding any state statute that expressly limits the Company's obligationseffectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to pay CIC Payments pursuant to any other Claims hereinabove mentioned or implied. The Member acknowledges and agrees that this waiver is an essential and material term of this General Release. The Member further agrees that in the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) event it should bring a Claim seeking damages against any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant this General Release shall serve as a complete defense to insurance policiessuch Claims. The Member further agrees that it is not aware of any pending charge or complaint of the type described in Section 9(a) as of the execution of this General Release. (e) The Member represents that it is not aware of any claim by it other than the Claims that are released by this General Release. The Member acknowledges that it may hereafter discover Claims or facts in addition to or different than those which it now knows or believes to exist with respect to the subject matter of this General Release and which, if anyknown or suspected at the time of entering into this General Release, for acts may have materially affected this General Release and its decision to enter into it. Nevertheless, the Member hereby waives any right, Claim or omissions in the undersigned’s capacity cause of action that might arise as a director, officer and/or employee thereof; result of such different or additional Claims or facts and (c) hereby expressly waives any and all rights and benefits confirmed upon it by the undersigned 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 FAVOR AT THE TIME OF EXECUTING THE GENERAL RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Being aware of such provisions of law, the Member agrees to expressly waive and relinquish any and all rights and benefits it may have thereunder, as well as under any similar law or common law principle of similar effect of any state or territory of the United States with respect to vested the Claims released hereby. (f) The Member agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or accrued benefits construed at any time to be an admission by DIRECTV, NRTC, any Released Party or entitlements the Member of any improper or unlawful conduct. (g) Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under and applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in accordance with any respect under any applicable planlaw or rule in any jurisdiction, agreementsuch invalidity, programillegality or unenforceability shall not affect any other provision or any other jurisdiction, awardbut this General Release shall be reformed, policy construed and enforced in such jurisdiction as if such invalid, illegal or arrangement unenforceable provision had never been contained herein. (h) The Member agrees that NRTC and the other NRTC Released Parties are intended third-party beneficiaries of the General Release and are entitled to enforce any rights that they have under the General Release including, without limitation, to raise the General Release as a Released Partycomplete defense in any action involving any of the Claims subject to the General Release.

Appears in 1 contract

Sources: Member Offer Agreement

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Lenders’ and adequacy Administrative Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, IBorrower, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against Administrative Agent or any or all Lenders in any capacity and each of their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successorsother representatives of each of the foregoing (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually based in whole or in part on facts, whether or not now known, existing on or before the Fifth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith through the date of this Amendment. The receipt by Borrower of any Loans or other financial accommodations made by any Lender after the date hereof shall constitute a ratification, adoption, and collectivelyconfirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pendingprior to the date of receipt of any such Loans or other financial accommodations. In entering into this Amendment, liquidated Borrower consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section shall survive the termination of such employmentthis Amendment, the Credit Agreement and the other Loan Documents and payment in full of the Obligations. Borrower hereby agrees that it shall be obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower or any of its Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment or any other document executed and/or delivered in connection herewith or therewith prior to the date of this Amendment; provided, however, that this General Release Borrower shall have no effect whatsoever upon: (a) the Company's obligations, if any, obligation to pay CIC Payments pursuant indemnify or hold harmless any Releasee hereunder with respect to liabilities to the Change in Control Agreement between extent they result from the undersigned and the Company, dated [Date] (the “CIC Agreement”) gross negligence or the rights willful misconduct of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and bythat Releasee as determined by a final non-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement appealable order of a Released Partycourt of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, ▇▇▇▇▇▇▇▇ agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under Applicable Law.

Appears in 1 contract

Sources: Credit Agreement (Acutus Medical, Inc.)

General Release. For good In exchange for the payments described in paragraph 2 above, Executive, on behalf of himself, his heirs, executors, administrators, successors and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs releases and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from waives any and all claims, demandscharges, complaints, liabilities, obligation s, promises, agreements, causes of action, liabilities or obligationsrights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, pending of any kind that he or not pendinghis heirs, liquidated executors, administrators, successors and assigns had, now have or not liquidatedhereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of every kind and nature any matter, fact or cause whatsoever (collectivelythe "Claims") against, (a) Company and its subsidiaries and affiliates, including but not limited to ▇▇▇▇▇'s Retail Services, Inc., White House/Black Market, Inc., Chico's Distribution Services, LLC, SOMA by ▇▇▇▇▇'s, LLC and Boston Proper, Inc.; (b) the owners, shareholders, employees, officers, managers, supervisors, directors, agents, attorneys, partners, joint ventures, predecessors, successors and assigns of Company and its subsidiaries and affiliates; and (c) the employee benefit plans and plan administrators and fiduciaries of Company and its subsidiaries and affiliates (collectively referred to in this Agreement as the "Released ClaimsParties") from the beginning of time through the date upon which he signs this Agreement. Notwithstanding the Releasing Party hasforegoing , has had nothing herein shall be considered as releasing; (i) any rights that Executive may have to indemnification and directors and officers liability insurance coverage; (ii) Executives' right to enforce the terms of this Agreement; (iii) any rights that cannot be waived under applicable Jaw; or (iv) any rights to workers' compensation or unemployment insurance benefits. This General Release waives all Claims of any kind that Executive may have against the Released Parties from the beginning of time through the date upon which Executive signs this Agreement, including any one Claim arising out of (a) Executive's employment by Company or more the termination of that employment; (b) an alleged ownership interest in Company; (c) any express or implied contract; (d) any public policy violation or other tort; (e) any federal, state or local constitution, statute, regulation or ordinance (including statutory attorneys' fees); or (f) any other law of any kind. It expressly waives all Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the American s with Disabilities Act, the Fair Labor Standards Act, the Worker Retraining and Notification Act, the Employee Retirement Income Security Act, and the Florida Civil Rights Act of 1992 (often referred to as the Florida Civil Human Rights Act). Executive represents that he has not filed against the Company or any of the Released Parties any complaints, charges or lawsuits arising out of his employment by the Company, or any other matter arising on or prior to the date he signs this Agreement. Executive covenants and agrees that he will not seek any personal recovery against the Company or any of the Released Parties arising out of, based upon or in of any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions matters set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis paragraph 3.

Appears in 1 contract

Sources: Compensation Agreement (Chicos Fas Inc)

General Release. For good a. In consideration for the Separation Payments and valuable considerationSeparation Benefits, Executive hereby RELEASES the receipt Company, its past and adequacy of which is hereby acknowledgedpresent parents, Isubsidiaries, for myself and my affiliates, predecessors, successors, assigns, heirs and representatives (eachrelated companies, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")entities or divisions, its stockholdersor their past and present employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past and present officers, directors, employeespartners, agents agents, representatives, attorneys and attorneys, and their respective successors, assigns, heirs and representatives employees (each, a "Released Party"collectively included in the term “Releasees” for purposes of this release), individually and collectively, from any and all claims, demands, demands or causes of actionaction which Executive, liabilities on behalf of himself and his heirs, executors, administrators, agents, attorneys, representatives or obligationsassigns, have, had or may have against the Releasees, based on any events or circumstances arising or occurring prior to and including the date of execution by Executive of this Retirement Agreement, to the fullest extent permitted by law, regardless of whether such claims are now known or are later discovered, including but not limited to any claims relating to his employment or anticipated retirement and separation from employment by the Company, any rights of continued employment, reinstatement or reemployment by the Company (collectively, the “Released Retirement Agreement Claims”); PROVIDED, HOWEVER, that Executive is not waiving, releasing or giving up (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, including under any pension or savings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Retirement Agreement, the Transition Agreement or the RSU Award Agreements or to any bonus under (but pursuant to the terms of) the SVA Plan for fiscal year 2022 of the Company; (e) any right to indemnification (and related advancement of expenses) Executive may have under applicable laws, the applicable constituent documents (including bylaws and certificate of incorporation) of the Company or its subsidiaries, or any applicable D&O insurance policy that the Company may maintain; (f) any right or claim that arises after the date Executive signs this Agreement; and (g) any other claim or right which cannot be waived as a matter of law. b. Executive agrees and acknowledges: that this Agreement is intended to be a general release that extinguishes all claims by Executive against the Releasees that are Released Retirement Agreement Claims, as defined above; that Executive is waiving any Released Retirement Agreement Claims arising under the Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Human Rights Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois Family Military Leave Law, the Illinois Whistleblower Act, the Illinois Biometric Information Privacy Act, and all other federal, state and local statutes, ordinances and common law, including but not limited to any and all claims alleging personal injury, emotional distress or other torts, and discretionary bonuses and discretionary payments, to the fullest extent permitted by law; that Executive is waiving all Released Retirement Agreement Claims against the Releasees, known or unknown, pending arising or occurring prior to and including the date of his execution of this Agreement; that the consideration that Executive will receive in exchange for his waiver of the Released Retirement Agreement Claims specified herein exceeds anything of value to which Executive is already entitled; that Executive was hereby informed by the Company in writing to consult with an attorney; that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of his choosing; and that Executive has had a reasonable period of time within which to consider this Agreement. Executive represents that he has not pendingassigned any claim against the Company to any person or entity; that Executive has no right to any future employment by the Company; that Executive has received all compensation, liquidated benefits, remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other payments, leave and time off due other than contemplated by this Agreement; and that Executive has not suffered any injury that resulted, in whole or not liquidatedin part, from his work at the Company that would entitle Executive to payments or benefits under any applicable Worker’s Compensation Act. c. Executive understands that nothing contained in this Agreement limits his ability to make truthful statements or disclosures about alleged unlawful conduct or practices, to communicate with, or file a complaint or charge with, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), the Department of every kind and nature whatsoever Justice (“DOJ”), the Labor Commissioner’s Office, or any other federal, state or local governmental agency or commission (collectively, the "Released Claims") which the Releasing Party has“Governmental Agencies”), has had or may have against any one or more of the Released Parties arising out of, based upon or otherwise participate in any wayadministrative, directly legislative, or indirectlyjudicial proceeding concerning alleged criminal conduct, related alleged unlawful conduct, or alleged unlawful employment practices including sexual harassment, to otherwise participate in any investigation or proceeding that may be conducted by Governmental Agencies, including providing documents or other information without notice to the Company's business, my employment with or to request or receive confidential legal advice; provided, however, that Executive shall not disclose information that is protected by the Company attorney client privilege, except as expressly required by law. In the event any claim or suit is filed on behalf of Executive against any of the termination of such employmentReleasees by any person or entity, including, but not limited to, by any Governmental Agency concerning the Released Retirement Agreement Claims; Executive waives any and all rights to recover monetary damages or injunctive relief in his favor concerning the Released Retirement Agreement Claims; provided, however, that this General Release shall have no effect whatsoever upon: (a) Agreement does not limit the Company's obligations, if any, right of Executive to pay CIC Payments pursuant receive an award from the SEC or DOJ or any other regulatory agency for information provided to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) SEC or the rights of the undersigned to enforce DOJ or such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyother regulatory agency.

Appears in 1 contract

Sources: Executive Transition Agreement (Sanfilippo John B & Son Inc)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Consulting Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself Executive and my on behalf of each of the Executive’s heirs, executors, administrators, representatives, agents, successors, assignsand assigns (collectively, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the employment agreement between the Executive, the Employer, and the Bank dated January 11, 1999 (as the same may have been further amended, modified, or restated, the “Employment Agreement”), or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Consulting Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Consulting Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned under the Indemnification Agreement between the Company Executive’s employment relationship and the undersignedExecutive’s service as an employee, and/or under applicable law and/or under the respective charters and by-laws officer, or director of the Released PartiesEmployer or a member of the Employer Group or the termination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Sources: Consulting Agreement (Penns Woods Bancorp Inc)

General Release. For good and valuable consideration(a) As a material inducement to enter into the Guarantee, the receipt IFFC Parties hereby irrevocably and adequacy of which is hereby acknowledgedunconditionally release, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")BKC, including its stockholdersshareholders, officers, directors, employeesconsultants, agents and attorneysagents, and their respective predecessors, successors, assigns, heirs employees, representatives, affiliates, and representatives all persons acting by, through, under or in concert with any of them (each, a such persons are collectively referred to herein as the "Released PartyBKC Parties"), individually and collectivelywhether in their individual or professional capacities, from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements (including, without limitation, the Development Agreement and any franchise agreements), controversies, damages, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including reasonable attorney's fees and costs incurred) of any nature whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidated, of every kind relating to any matter up to and nature whatsoever (collectively, through the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentdate hereof; provided, however, that this General Release nothing contained herein shall have no effect whatsoever upon: (a) be deemed to relieve the Company's obligations, if any, to pay CIC Payments pursuant parties to the Change in Control Development Agreement between and/or Franchise Agreements from their obligations under the undersigned Development Agreement and/or Franchise Agreements, as amended from time to time, from and after the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; date hereof. (b) The IFFC Parties agree not to bring any and all obligations action, suit or proceeding whatsoever (including the initiation of governmental proceedings or investigations of any type) against any of the Released BKC Parties hereto for any matter or circumstance concerning which the IFFC Parties have released the BKC Parties under this Agreement. Furthermore, the IFFC Parties agree not to defend, indemnify, hold harmless encourage any other person or reimburse suggest to any other person that he or it institute any legal action against the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released BKC Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Sources: General Release (International Fast Food Corp)

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Agreement, dated September 21, 2004 (the “Agreement”) and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby acknowledged, I, for myself irrevocably and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (the "Company")ESC and each of its officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims") which Releasors may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (i) the Executive’s employment relationship with and service as an employee, based upon officer or in any waydirector of ESC, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentthe Executive’s service as Treasurer and Chief Financial Officer, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth hereto shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of ESC under the Agreement, if any(v) any claims Executive may have (A) under any plans or programs not described in the Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit other than under any ESC separation or severance plan or program and (B) as a shareholder of ESC, and (vi) any indemnification rights the Executive may have in accordance with ESC’s governance instruments or under any director and officer liability insurance maintained by ESC (or any affiliate thereof) with respect to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of ESC. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits described in the Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against ESC arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Executive’s employment relationship under the Indemnification Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of ESC under the respective charters Agreement and by-laws of the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Sources: Employment Agreement (Eastern Insurance Holdings, Inc.)

General Release. For good (a) In consideration of the promises and valuable considerationpayments described herein, the receipt Consultant, with the intention of binding himself and adequacy of which is hereby acknowledgedthe Consultant’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Company and any future subsidiaries and affiliates (the "Company"“Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Consultant, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or held, against any Company Released Party in any capacity (as they may have against been amended through the Effective Date), including, without limitation, any one or more of the Released Parties and all claims: (i) arising out of, based upon of or in any way, directly or indirectly, related to the Company's business, my employment way connected with the Consultant’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such employmentservice in any such capacity; provided(ii) for severance or vacation benefits, unpaid wages, salary or incentive payments; (ii) for breach of contract, breach of covenant of good faith and fair dealing, wrongful discharge, impairment of economic opportunity, defamation, promissory estoppel, fraud, negligent or intentional infliction of emotional harm, or other tort; (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, and further including, without limitation, any and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), Title VII of the Civil Rights Act of 1964 (“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, the Age Discrimination in Employment Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, the Employment Relations and Collective Bargaining Act, the Utah Right to Work Act, the Utah Drug and Alcohol Testing Act, the Utah Minimum Wage Act, the Utah Protection of Activities in Private Vehicles Act, the Utah Employment Selection Procedures Act, and the Utah Occupational Safety and Health Act, and any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, each as amended and including each of their respective implementing regulations; and (v) under any whistleblower laws or whistleblower provisions of other laws; excepting only: (A) rights of the Consultant under this Agreement; (B) rights of the Consultant relating to equity awards held by the Consultant as of his Separation Date; (C) rights to indemnification the Consultant may have (1) under applicable law, (2) under the by-laws, certificate of incorporation or similar governing documents of any Company Released Party, (3) under a written indemnification agreement with any Company Released Party, or (4) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (D) claims for the reimbursement of unreimbursed business expenses incurred prior to the Separation Date pursuant to applicable Company policy; and (G) any rights that the Consultant may have as a stockholder (or former stockholder) of Company with respect to dividend payment rights or payments in respect of shares of Company common stock sold in a merger or other transaction in accordance with the applicable merger or transaction agreement. (b) The Consultant acknowledges and agrees that the Consultant’s waiver and release of claims are intended to be a complete bar to any recovery or personal benefit by or to the Consultant with respect to any claim whatsoever arising out of the Consultant’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, including those raised through a charge with a Governmental Agency, except those which, as a matter of law, cannot be released or are otherwise excluded from the release given in Section 5(a). To the maximum extent permitted by law, however, that nothing in this General Release Agreement shall have no effect whatsoever upon: (a) be deemed to limit the Company's obligations’s right to seek immediate dismissal of a charge or complaint on the basis that the Consultant’s signing of this Agreement constitutes a full release of any claims, if anyincluding claims of discrimination, or to pay CIC Payments seek restitution to the extent permitted by law of the consideration provided to the Consultant under this Agreement in the event that the Consultant successfully challenges the validity of this release, provided, that the Consultant retains the right to receive, and the Company shall not seek restitution of, an award for information lawfully provided to a Governmental Agency. The Consultant further acknowledges and agrees that, but for providing this waiver and release, the Consultant would not be receiving the consideration provided pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC this Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Sources: Consulting Agreement (Sera Prognostics, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of this Agreement by the Agent and the Lenders, and any financial accommodations which is hereby acknowledgedthe Agent or any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, Ieach of the Borrower and the other Credit Parties, for myself on behalf of itself and my successorsits successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"“Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Agent and the Lenders, in each case, in any capacity and their respective affiliates, 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 consultants, agents, attorneys and attorneysother 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 Effective Date. The receipt by the Borrower or any other Credit Party of any Loans or other financial accommodations made by the Agent or any Lender after the date hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such Loans or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Agreement, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section 14.19 shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Sources: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc)

General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Severance Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a the "Released PartyParties"), individually and collectively, ) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Parties, and (ii) waive any and all rights I may have with respect to and promise not to file a lawsuit to assert any such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act ("Released ClaimsADEA") which the Releasing Party hasand any other federal, has had state, and/or municipal statutes, orders, or regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have against growing out of any one legal or more equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectlyalleged whistleblower status, related to the Company's business, my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims under the ADEA I may have against the Company that arise after the date I execute this General Release or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to ’s qualified benefit plans or arrangements as of or after my last day of employment with the Change in Control Agreement between the undersigned and Company or on any of the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all ’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartySeverance Agreement.

Appears in 1 contract

Sources: Severance Agreement (Devon Energy Corp/De)

General Release. For good As a material inducement to the Company to enter into this Release and valuable considerationin consideration of the payments to be made by the Company to the Employee in accordance with Paragraph 2 above, the receipt Employee, on behalf of herself, her representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Release and having the right and opportunity to consult with her counsel, a "Releasing Party")releases and discharges the Company, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates, and all employee benefit plans sponsored by or contributed to by the Company (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (eachcollectively, a the "Released PartyParties"), individually and collectively, ) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (as of the effective date of this Release and, upon the Employee’s reaffirmation, through the Termination Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Release is not intended to and does not limit the Releasing Party hasEmployee’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency, has had and the Release is not intended to and does not limit the Employee’s right to seek indemnification from the Company for third-party claims related to Employee’s service as a director or may have against officer of the Company. 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 one or more of and all subject matter and claims arising with respect to the Unvested Units; under the Employment Agreement; from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of 1967, as amended; 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); 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 wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving her employment with the Company, based upon the termination of her employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of her employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Employee further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action that are unknown to the Change releasing or ​ ​ discharging party at the time of execution of the release and discharge. The Employee hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in Control Agreement between any jurisdiction including, but not limited to, the undersigned State of Delaware and the Company, dated [Date] (the “CIC Agreement”) or the rights State of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyUtah.

Appears in 1 contract

Sources: Employment Agreement (BRC Inc.)

General Release. For good (a) In consideration of the payment of the Final Purchase Price, effective as of the Effective Time, each Holder hereby fully and valuable considerationfinally releases, acquits and forever discharges Parent, the receipt Company and adequacy the Company’s Subsidiaries, and each of which is hereby acknowledgedtheir respective individual, Ijoint or mutual, for myself past, present and my future officers, directors, partners, manager, employees, agents, representatives, affiliates, stockholders, members, controlling persons, parents, subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, personal representatives and representatives attorneys (eachindividually, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually “Releasee” and collectively, “Releasees”) from any and all claims, suits, counterclaims, demands, damages, losses, costs, proceedings, causes of action, liabilities or orders, obligations, commitments, promises, contracts, agreements, debts, liens, expenses and liabilities whatsoever, whether known or unknown, pending suspected or not pendingunsuspected, liquidated fixed or not liquidatedcontingent, both at law and in equity (“Claims”), which such Holder has as of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party hasEffective Time, has ever had or may from and after the Effective Time have against the respective Releasees, or any one of them, arising contemporaneously with or more prior to the Effective Time or on account of the Released Parties or arising out ofof any matter, based upon cause or in any way, directly event occurring contemporaneously with or indirectly, related prior to the Company's businessEffective Time, my employment with whether or not relating to claims pending on, or asserted after, the Company or the termination of such employment; providedEffective Time, however, that this General Release shall have no effect whatsoever upon: excluding (a) the Company's obligationsany rights arising out of or related to this Agreement or any agreement contemplated by this Agreement, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any rights arising out of any fraudulent action or inaction by any Releasee. Each Holder further agrees not to institute any litigation, lawsuit, claim or action against the Releasees, or any of them, pursuing any Claim released above. Each Holder acknowledges, agrees and represents, on its behalf and on behalf of its affiliates, that (i) it has not assigned any Claim or potential Claim released above against the Releasees to any other Person, (ii) it fully intends to release all Claims arising on or before the Effective Time against the Releasees in accordance herewith other than those specifically reserved herein and (iii) it has been advised by its legal counsel and has negotiated and agreed upon this general release. Each Holder hereby represents and warrants that it has adequate information regarding the terms of this general release, the scope and effect of the releases set forth herein, and all obligations other matters encompassed by this general release to make an informed and knowledgeable decision with regard to entering into this general release, and that such Holder has independently and without reliance upon the Releasees made his, her or its own analysis and decision to enter into this general release. (b) Effective as of the Released Parties to defendEffective Time, indemnifyParent hereby fully and finally releases, hold harmless acquits and forever discharges each Holder and each of their respective individual, joint or reimburse the undersigned under the Indemnification Agreement between the Company mutual, past, present and the undersignedfuture officers, and/or under applicable law and/or under the respective charters directors, partners, managers, employees, agents, representatives, affiliates, stockholders, members, controlling persons, parents, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, personal representatives and by-laws of the Released Partiesattorneys (individually, and/or pursuant to insurance policiesa “Holder Releasee” and collectively, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c“Holder Releasees”) from any and all Claims, which Parent has as of the Effective Time, has ever had or may from and after the Effective Time have against the respective Holder Releasees, or any of them, arising contemporaneously with or prior to the Effective Time or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Effective Time, whether or not relating to Claims pending on, or asserted after, the Effective Time, excluding (a) any rights arising out of or related to this Agreement or any agreement contemplated by this Agreement, and (b) any rights arising out of any fraudulent action or inaction by any Holder Releasee. Parent further releases the undersigned may have Company’s past and current officers and directors from any and all Claims against such Persons except for Claims based on any rights arising out of any fraudulent action or inaction by any such Person. Parent further agrees not to vested institute any litigation, lawsuit, claim or accrued benefits action against the Holder Releasees, or entitlements under any of them, pursuing any Claim released above. Parent acknowledges, agrees and represents, on its behalf and on behalf of its Affiliates, that (i) it has not assigned any Claim or potential Claim released above against the Holder Releasees to any other Person, (ii) it fully intends to release all Claims arising on or before the Effective Time against the Holder Releasees in accordance herewith other than those specifically reserved herein and (iii) it has been advised by its legal counsel and has negotiated and agreed upon this general release. Parent hereby represents and warrants that it has adequate information regarding the terms of this general release, the scope and effect of the releases set forth herein, and all other matters encompassed by this general release to make an informed and knowledgeable decision with any applicable planregard to entering into this general release, agreement, program, award, policy or arrangement of a Released Partyand that Parent has independently and without reliance upon the Holder Releasees made its own analysis and decision to enter into this general release.

Appears in 1 contract

Sources: Merger Agreement (Atlantic Tele Network Inc /De)

General Release. For good (a) I acknowledge that my employment with GSI Group, Inc. (the “Company”) and valuable considerationall subsidiaries and affiliates thereof terminated on the Termination Date (as defined in the Letter Agreement (as defined below)). I further acknowledge that the Company delivered this release of claims (the “Release”) to me on [ ], 2012. (b) In exchange for the receipt payments and adequacy benefits described in that certain Letter Agreement by and between the Company and me, dated as of September 4, 2012 (the “Letter Agreement”), which is hereby acknowledgedI agree I am not otherwise entitled to receive absent execution and non-revocation of the Release, I, for myself I and my representatives, agents, estate, heirs, successors and assigns (“Releasors”) voluntarily agree to release and discharge the Company and its parents, affiliates, subsidiaries, predecessors, successors, assigns, heirs plan sponsors and representatives plan fiduciaries (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderscurrent and former trustees, officers, directors, employees, and agents of each of the foregoing, all both individually, in their capacity acting on the Company’s behalf and attorneys, and in their respective successors, assigns, heirs and representatives official capacities) (each, a "Released Party"), individually and collectively, collectively “Releasees”) generally from any and all claims, demands, causes actions, suits, damages, debts, judgments and liabilities of actionevery name and nature, liabilities whether existing or obligationscontingent, known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon in law or in any way, directly equity in connection with my employment by or indirectly, related to the Company's business, my termination of employment with the Company Company, or any of my dealings, transactions or events involving the Releasees, arising on or before the date I execute this Release. This Release is intended by me to be all encompassing and to act as a full and total release of any claims that the Releasors may have or have had against the Releasees from the beginning of time to the date I execute this Release, including but not limited to, all claims in contract (whether written or oral, express or implied), tort, equity and common law; any claims for wrongful discharge, breach of contract, or breach of the obligation of good faith and fair dealing; and/or any claims under any local, state or federal constitution, statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or disability, veteran status or any military service or application for military service or any other category protected by law (including, without limitation, all claims under the Age Discrimination in Employment Act (the “ADEA”), 29 U.S.C. §621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Massachusetts Fair Employment Practices Act, M.G.L. c.151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, § 102 and M.G.L. c.214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, § 1 et seq., and the Massachusetts Privacy Act, M.G.L. c.214, § 1B, all as amended); and any federal, state or local law or regulation concerning securities, stock or stock options. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or attorney’s fees. I also agree not to commence or cooperate in the prosecution or investigation of any lawsuit, administrative action or other claim or complaint against the Releasees, except as required by law. (c) By this Release, I not only release and discharge the Releasees from any and all claims as stated above that the Releasors could make on my own behalf or on the behalf of others, but also those claims that might be made by any other person or organization on my behalf and I specifically waive any right to recover any damage awards as a member of any class in a case in which any claims against the Releasees are made involving any matters arising out of my employment by or termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and employment with the Company, dated [Date] or any of my dealings, transactions or events involving the Releasees. (d) I agree that, except for any payments or benefits set forth in the “CIC Letter Agreement and the RSU Agreements (as defined in the Letter Agreement) or that have not yet been paid, as applicable, the rights 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 undersigned Releasees to enforce such obligations; 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, 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 rights to indemnification I may have under (bi) applicable law, (ii) any charter document or bylaws, (iii) any agreement between me and all obligations the Company or any other Releasee, (iv) as an insured under any directors’ and officers’ liability insurance policy now or previously in force, which shall remain in effect in accordance with the terms and provisions thereof. (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 Released Parties 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 defendbe void, indemnifyunlawful or unenforceable under any applicable statute or controlling law, hold harmless the remainder of this Release shall continue in full force and effect. (g) I acknowledge and agree that I have been advised to consult with or reimburse seek advice from an attorney of my choice or any other person of my choosing before executing this Release. (h) I acknowledge and agree that, in entering into this Release, I am not relying on any representation, promise or inducement made by the undersigned Company or its attorneys with the exception of those promises described in this Release. (i) 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 Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-internal laws of the Released PartiesCommonwealth of Massachusetts, and/or pursuant to insurance policies, if any, for acts or omissions the extent not preempted by federal law. (j) Notwithstanding the comprehensive release of claims set forth in the undersigned’s capacity as a directorpreceding paragraphs of this Section 1, officer nothing in this Release shall bar or prohibit me from contacting, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or employee thereof; and (c) local law. However, I nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in any and all rights the undersigned may have to vested or accrued benefits or entitlements under and agency proceeding in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partywhich I do so participate.

Appears in 1 contract

Sources: Termination Agreement (Gsi Group Inc)

General Release. For good The Executive acknowledges and valuable considerationagrees that this --------------- Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the receipt termination thereof during the Employment Period, and adequacy all amounts to which the Executive shall be entitled whether during the term of which is hereby acknowledgedemployment or upon termination thereof. Accordingly, Iupon Mattel's fulfilling its obligations to the Executive hereunder, for myself the Executive, on behalf of himself and my his successors, assigns, heirs and representatives any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever relieve, release, and discharge Mattel and its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (each, a "Releasing Party"whether or not wholly-owned), hereby release divisions, partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their officers, directors, agents, employees, agents and attorneysservants, executors, administrators, accountants, investigators, insurers, and their respective successorsany and all other related individuals and entities, assignsif any, heirs and representatives (eacheach of them, a "Released Party"), individually in any and collectivelyall capacities, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, liabilities of whatever kind or obligationsnature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, pending suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not pendinglimited to, liquidated or not liquidatedany claims based on, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon related to or connected with the subject matter of this Agreement, the Executive's employment or the termination thereof, and any and all facts in any way, directly or indirectlymanner arising out of, related to the Company's business, my employment or connected with the Company Executive's employment with, or the termination of such employment; providedemployment from, howeverMattel or any of its related entities, that this General Release shall have no effect whatsoever upon: (a) including, but not limited to, any claims arising from rights under federal, state, and local laws prohibiting discrimination on the Companybasis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or any other form of discrimination, and any common law 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. Upon Mattel's obligations, if any, to pay CIC Payments pursuant fulfilling its obligations to the Change in Control Agreement between Executive here-under, the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Executive expressly waives any and all rights under Section 1542 of the undersigned Civil Code of the State of California, and all other 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 Executive may not invoke the benefits of Section 1542 or any similar provision in order to prosecute or assert in any manner any claims released hereunder. 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 to vested or accrued benefits or entitlements under and in accordance materially affected his settlement with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe debtor."

Appears in 1 contract

Sources: Employment Agreement (Mattel Inc /De/)

General Release. For good As of the Closing Date, Seller, on behalf of himself, his spouse or domestic partner, if any, his affiliates, and, if applicable, his heirs, successors, beneficiaries and valuable considerationassigns and others who may claim through him, hereby releases, waives, and promises never to assert any claims or causes of action, whether or not now known, against Minim, the receipt and adequacy Purchasers or any of which is hereby acknowledgedtheir respective predecessors, I, for myself and my successors, assignsor past or present subsidiaries, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersparents, officers, directors, stockholders, agents, partners, members, managers, employees, agents and attorneys, and their respective successors, assigns, heirs attorneys and representatives advisors and any affiliates thereof (each, a "the “Released Party"), individually and collectively, Parties”) from any and all actions, suits, claims, demands, causes debts, sums of actionmoney, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligationsobligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising on or prior to the Closing (collectively, “Claims”), which Seller can, shall or may have against the Released Parties, whether known or unknown, pending suspected or not pendingunsuspected, liquidated unanticipated as well as anticipated and that exist as of Closing or not liquidatedmay thereafter accrue (other than with respect to an inaccuracy in or breach, violation or nonobservance of every kind the representations, warranties, covenants or other agreements made by such Parties under this Agreement) including any Claims with respect to Seller’s employment, director and nature whatsoever (collectivelyofficer positions with Minim, the "Released Claims") which the Releasing Party has, has had or may have against any one or more valuation of the Released Parties arising out ofSecurities, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company transactions contemplated by this Agreement or the termination of such employmentMinim SPA; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, Section 10 will not apply to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC a claim by Seller against a Purchaser for breach of this Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations . Each of the Released Parties is an express third-party beneficiary of this Section 10, with the right to defend, indemnify, hold harmless or reimburse enforce the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyterms hereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Minim, Inc.)

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Agreement, dated September 21, 2004 (the “Agreement”) and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby acknowledged, I, for myself irrevocably and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (the "Company")ESC and each of its officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims") which Releasors may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (i) the Executive’s employment relationship with and service as an employee, based upon officer or in any waydirector of ESC, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentthe Executive’s service as Chairman and Chief Executive Officer, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth hereto shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of ESC under the Agreement, if any(v) any claims Executive may have (A) under any plans or programs not described in the Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit other than under any ESC separation or severance plan or program and (B) as a shareholder of ESC, and (vi) any indemnification rights the Executive may have in accordance with ESC’s governance instruments or under any director and officer liability insurance maintained by ESC (or any affiliate thereof) with respect to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of ESC. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits described in the Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against ESC arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Executive’s employment relationship under the Indemnification Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of ESC under the respective charters Agreement and by-laws of the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Sources: Employment Agreement (Eastern Insurance Holdings, Inc.)

General Release. For good (a) In exchange for Executive’s waiver of claims against the Released Persons (as defined below) and valuable considerationcompliance with the other terms and conditions of this Retirement Agreement, upon the effectiveness of this Retirement Agreement, the receipt Company agrees to provide Executive with the Retirement Benefit as set forth in Section 2 in accordance with the terms and adequacy conditions of which is hereby acknowledgedthis Retirement Agreement. (b) In consideration for the payments and benefits to be provided to Executive pursuant to Section 2 above, IExecutive, for myself himself and my successorsfor his heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and its subsidiaries, divisions, affiliates and related business entities, successors and assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), any of its stockholdersor their respective directors, officers, directorsfiduciaries, employeesagents, agents trustees, administrators, employees and attorneysassigns (in each case, and in their respective successors, assigns, heirs and representatives capacity as such) (each, a "collectively the “Released Party"), individually and collectively, Persons”) from any and all claims, suits, demands, causes of action, liabilities or covenants, obligations, debts, costs, expenses, fees and liabilities of any kind whatsoever in law or equity, by statute or otherwise, whether known or unknown, pending vested or contingent, suspected or unsuspected and whether or not pending, liquidated concealed or not liquidated, of every kind and nature whatsoever hidden (collectively, the "Released Claims") ”), which the Releasing Party Executive has had, now has, has had or may have against any one or more of the Released Parties Persons by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter arising up to and including the date on which Executive signs this Retirement Agreement, except as provided in subsection (d) below. (c) Without limiting the generality of the foregoing, this Retirement 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 ofof Executive’s employment or termination thereof, based upon including, but 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 accrued, vested benefits under any employee benefit or in any way, directly or indirectly, related 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 other claim whether based on federal, state, or local law (statutory or decisional), rule, regulation or ordinance, including, but not limited to, 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 Retirement Agreement shall be a waiver of claims: (1) that arise after the date on which Executive signs this Retirement Agreement; (2) regarding rights of indemnification and receipt of legal fees and expenses to which Executive is entitled under Section 3(b) of this Retirement Agreement, the Company's business’s or a subsidiary of the Company’s Certificate of Incorporation or By­ laws (or similar instrument), my employment with pursuant to any separate writing between Executive and the Company or any subsidiary of the termination Company or pursuant to applicable law; (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 employmentplan 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 the Retirement Benefit or stock options listed on Exhibit A or Exhibit B, claims to which are specifically waived hereunder); (4) any right to the continuation of health or dental benefits as provided by law; (5) those claims expressly excepted by this Retirement Agreement or otherwise not waivable; or (6) for sums or benefits expressly to be paid, provided, howeveror reimbursed under this Retirement Agreement. (e) In signing this Retirement Agreement, Executive acknowledges that Executive intends that this General Release Retirement Agreement shall have no be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Retirement 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 Retirement 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 uponagainst Executive. (g) Should any provision of this Retirement Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Retirement 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 Retirement Agreement, including but not limited to the waivers and releases contained in this Retirement Agreement. (i) Executive acknowledges that Executive: (a) has carefully read this Retirement Agreement in its entirety; (b) has had an opportunity to consider for at least twenty­one (21) days the terms of this Retirement Agreement; (c) is hereby advised by the Company in writing to consult with an attorney of Executive’s choice in connection with this Retirement Agreement; (d) fully understand the significance of all of the terms and conditions of this Retirement Agreement and have discussed them with Executive’s independent legal counsel, or have had a reasonable opportunity to do so; (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 Retirement Agreement; and (f) is signing this Retirement Agreement voluntarily and of Executive’s own free will and agree to abide by all the terms and conditions contained herein. (j) Executive understands that he will have at least twenty­one (21) days from the date of receipt of this Retirement Agreement to consider the terms and conditions of this Retirement Agreement. Executive may accept this Retirement Agreement by signing it and returning it to the Company's obligations, if any, to pay CIC Payments ’s General Counsel at the address specified pursuant to the Change in Control Section 18 of this Retirement Agreement between the undersigned and the Companyon or before August 10, dated [Date] 2017. After executing this Retirement Agreement, Executive shall have seven (7) days (the “CIC AgreementRevocation Period”) or to revoke this Retirement Agreement by indicating Executive’s desire to do so in writing delivered to the rights General Counsel at the address above by no later than 5:00 p.m. on the seventh (7th) day after the date Executive signs this Retirement Agreement. The effective date of this Retirement Agreement shall be the eighth (8th) day after Executive signs the Retirement Agreement (“Retirement Agreement Effective Date”). If the last day of the undersigned to enforce such obligations; (b) any and all obligations Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Released Parties Revocation Period will be deemed to defendbe the next business day. In the event Executive does not accept this Retirement Agreement as set forth above, indemnifyor in the event Executive revokes this Retirement Agreement during the Revocation Period, hold harmless or this Retirement Agreement, including but not limited to the obligation of the Company to provide the Retirement Benefit provided in Section 2 above, shall be deemed automatically null and void. (k) Any dispute regarding this Retirement Agreement shall be subject to Delaware law without reference to its choice of law provisions. Executive agrees to reimburse the undersigned under the Indemnification Company for out­of­pocket costs and expense reasonably incurred by in connection with enforcing this Retirement Agreement between (including attorney’s fees) with respect to each claim on which the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partysubstantially prevails.

Appears in 1 contract

Sources: Retirement Agreement (Six Flags Entertainment Corp)

General Release. For good Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and their subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Released Parties”). Employee, on his own behalf and on behalf of his respective successorsheirs, family members, executors, agents, and assigns, heirs hereby and representatives (eachforever releases the Released Parties from, a "Released Party")and agrees not to sue concerning, individually and collectivelyor in any manner to institute, from prosecute, or pursue, any and all claimsclaim, demandscomplaint, causes charge, duty, obligation, demand, or cause of actionaction relating to any matters of any kind, liabilities or obligations, whether presently known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedarising from Employee’s employment relationship with the Company and the anticipated separation of that relationship, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or that Employee may have possess against any one or more of the Released Parties arising out offrom any omissions, based upon acts, facts, or in damages that have occurred up until and including the date he signs this Separation Agreement, including, without limitation: a. any way, directly and all claims relating to or indirectly, related to the Company's business, my arising from Employee’s employment relationship with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights separation of the undersigned to enforce such obligations; (b) that relationship; b. any and all obligations claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; c. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Released Parties Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990, as amended; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Immigration Control and Reform Act; the Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code (except where prohibited by law); the Fair Pay Act, the San Francisco Health Care Security Ordinance, the San Francisco Paid Sick Leave Ordinance, and the San Francisco Family Friendly Workplace Ordinance; d. any and all claims for violation of the federal or any state constitution; e. any and all claims arising out of any other laws and regulations relating to defendemployment or employment discrimination; f. any claim for any loss, indemnifycost, hold harmless damage, or reimburse expense arising out of any dispute over the undersigned nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Separation Agreement; and g. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects a complete general release as to the matters released. Except as provided herein, Employee expressly waives Employee’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or on Employee’s behalf, related in any way to the matters released. This release does not extend to any obligations incurred under this Separation Agreement or to (i) the compensation and benefits arising out of the Consulting Agreement; (ii) indemnification rights arising under the Indemnification Agreement between Employee and the Company; or, (iii) that Employee may have solely as a stockholder of the Company. This release does not release claims that cannot be released as a matter of law, including, but not limited to, claims for unemployment insurance benefits, any rights under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or losses by Employee); any other indemnification, defense, or hold-harmless rights Employee may have; any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement; Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company and (with the undersignedunderstanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). Employee represents that he has made no assignment or transfer of any right, and/or under applicable law and/or under the respective charters and by-laws claim, complaint, charge, duty, obligation, demand, cause of the Released Partiesaction, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested other matter waived or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyreleased by this Section.

Appears in 1 contract

Sources: Consulting Agreement (Udemy, Inc.)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of herself, her representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with her counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, 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 entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that she ever had or now has (through the Separation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, of every kind and nature whatsoever (collectivelybefore any federal, the "Released Claims") which the Releasing Party hasstate, has had local, or may have against any one private court, agency, arbitrator, mediator, or more other entity, regardless of the Released Parties arising out of, based upon relief or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentremedy; provided, however, that this General Release shall have no effect whatsoever upon: and subject to Paragraph 5 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of the Equal Employment Opportunity Commission (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the CIC AgreementEEOC”) or another governmental agency. Without limiting the rights generality of the undersigned to enforce such obligations; (b) any and all obligations foregoing, it being the intention of the Released Parties parties to defendmake this release as broad and as general as the law permits, indemnifythis release specifically includes, hold harmless or reimburse the undersigned but is not limited to, and is intended to explicitly release: any claims under the Indemnification Employment Agreement by and between the Company and Executive, dated February 22, 2006 (the undersigned, and/or under applicable law and/or “Employment Agreement”); and any and all subject matter and claims arising from any alleged violation by the Released Parties under the respective charters and by-laws Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act of 1990; the Fair Labor Standards Act; Title VII of the Released PartiesCivil 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 wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving her employment with the Company, her services to the Parent, the termination of her employment with the Company, or involving any other matter, including but not limited to the continuing effects of her employment with the Company, her services to the Parent, or termination of employment with the Company. The Executive further acknowledges that she is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which she would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction including, but not limited to, the State of Kansas. The foregoing notwithstanding, the Company and the Parent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and to receive payment of amounts or benefits hereunder, including, without limitation, the Separation Payment and COBRA Payment, (ii) any vested benefits Executive previously earned and was entitled to prior to termination (including Company stock, which previously vested and is owned by Executive); (iii) to benefits due to terminated employees under any employee benefit plan of the Company, the Parent or any of their affiliates in which the Executive participated (excluding any severance or similar plan or policy), in accordance with the terms thereof (including COBRA rights), (iv) to indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or pursuant the Company to which the Executive is a party as of the date hereof, and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies, if any, for acts or omissions policies as in the undersigned’s capacity as a director, officer and/or employee thereofeffect from time to time; and (cv) to take any and all rights the undersigned may have to vested or accrued benefits or entitlements under and action as set forth in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyParagraph 8.

Appears in 1 contract

Sources: Separation Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For good On and valuable considerationas of the Second Amendment Effective Date and in consideration of the agreements set forth herein, the receipt Company, on behalf of itself and adequacy of which is hereby acknowledged, I, for myself its successors and my successors, assigns, heirs and representatives does hereby agree as follows (eachthe “General Release”): (a) Each such Person does hereby release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Agent and each Lender, its stockholdersall of Agent’s and each Lender’s predecessors-in-interest, and all of Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, of every kind a “Claim” and nature whatsoever (collectively, the "Released Claims") which ”), each as though fully set forth herein at length, that the Releasing Party hasCompany, any guarantor or any of their respective successors or assigns now has had or may have against any one or more as of the Released Parties Second Amendment Effective Date in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's business, my employment with transactions contemplated by the Loan Documents (including this Second Amendment) or any of them or any provision or failure to provide credit or other accommodations to the Company or any other Person under the termination Loan Documents (including this Second Amendment) or any of such employment; providedthem or any other agreement, howeverdocument or instrument referred to, that or otherwise related to, any or all of the Loan Documents (including this General Release shall have no effect whatsoever upon: Second Amendment) or any of them (a) the Company's obligationseach, if anya “Released Claim” and, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companycollectively, dated [Date] (the “CIC AgreementReleased Claims) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party).

Appears in 1 contract

Sources: Senior Subordinated Convertible Loan and Security Agreement (Blonder Tongue Laboratories Inc)

General Release. For good In consideration of the payments and valuable considerationbenefits provided to you under this Agreement, and after consultation with counsel, you, and each of your respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (each member of the "Company")Company Group and their respective officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasyour employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofCompany Group and the cessation of such relationship or service, based upon (ii) the Offer Letter and (iii) any event, condition, circumstance or in any wayobligation that occurred, directly existed or indirectly, related arose on or prior to the Company's business, my employment with the Company or the termination of such employmentdate hereof; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant Section 10 will not apply to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights obligations of the undersigned to enforce such obligations; (b) Company under this Agreement. The Releasors further agree that the payments and benefits described in this Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of your employment relationship or your service as an employee, officer or director of the Released Parties Company Group and the cessation thereof. This Section 10 does not apply to defend, indemnify, hold harmless or reimburse any Claims that the undersigned Releasors may have as of the date you sign this Agreement arising under the Indemnification Agreement between the Company Federal Age Discrimination in Employment Act of 1967, as amended, and the undersigned, and/or applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under applicable law and/or under the respective charters and by-laws ADEA are addressed in Section 11 of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.

Appears in 1 contract

Sources: Separation Agreement (Bunge LTD)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable considerationFOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is are hereby acknowledged, Ithe undersigned, for myself SPT Real Estate Finance, LLC, a Delaware limited liability company (“Releasor”), and my successors, each of its successors and assigns, heirs does hereby forever release, discharge and representatives (eachacquit Springbrook Investments, L.P., a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")California limited partnership, its stockholdersofficers, directors, members, managers, agents and employees, and their respective partners, officers, directors, employeesmembers, agents and attorneysmanagers, agents, employees successors, heirs, and their respective successors, assigns, heirs and representatives each of them (eachcollectively, a "Released Party"“Releasees”), individually and collectivelyeach of them, of and from any and all claims, demands, obligations, liabilities, indebtednesses, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, liabilities debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, and irrespective of how, why, or by reason of what facts, whether heretofore, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which in any way arise out of, are connected with or relate to the Loan (as that term and capitalized terms not liquidatedotherwise defined herein are defined in that certain Settlement Agreement dated of even date herewith, of every kind and nature whatsoever pursuant to which this Release is delivered) (collectively, the "Released Claims") which the Releasing Party has”), has had or may have against any one or more of the Released Parties including, without limitation, all Claims arising out of, based upon connected with or in any way, directly or indirectly, related relating to the Company's businessLoan Documents, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Settlement Agreement between the undersigned and the Company, dated [Date] other Closing Documents (as such capitalized terms are defined in the “CIC Settlement Agreement) or (other than (i) in the rights case of the undersigned Settlement Agreement and the other Closing Documents to enforce such obligations; which any Releasee is a party, Claims directly resulting from the material failure of any Releasee to observe or perform its obligations thereunder and (bii) any and all obligations rights or remedies, including, without limitation, the right to contribution, which Releasor or any of the Released Parties to defendits affiliates, indemnifysubsidiaries, hold harmless successors or reimburse the undersigned assigns may have against a Releasee (or any of them) under the Indemnification Agreement between Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. § 9601 et seq.), as it may be amended from time to time, or any other applicable federal, state or local laws relating to hazardous materials). As further consideration for this Release, the Company Releasor hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Releasor hereby waives any and all rights and benefits which it now has, or in the undersigned future may have, conferred upon it by virtue of the provisions of Section 1542 of the Civil Code of the State of California 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. In this connection, the Releasor hereby agrees, represents and warrants that it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to vested Claims which are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown Claims which are in any way related to the matters released hereinabove. IT IS HEREBY FURTHER UNDERSTOOD AND AGREED that the acceptance of delivery of this Release by the parties released hereby shall not be deemed or accrued benefits construed as an admission of liability by any party released by the terms hereof, and each such party hereby expressly denies liability of any nature whatsoever arising from or entitlements related to the subject of the within Release. The Releasor hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of the within release, that it has read this Release or has had the same read to it by its counsel, that it has had the within Release fully explained by such counsel, and that it is fully aware of its contents and legal effect. DATED: September 3, 2009 RELEASOR: SPT Real Estate Finance, LLC, a Delaware limited liability company By: ▇▇▇▇▇▇▇ Partners, L.P., a Delaware limited Partnership, sole member By: ▇▇▇▇▇▇▇ General Partner, LLC, a Delaware limited liability company, general partner By: ▇▇▇▇▇▇▇ Properties, Trust, Inc., a Maryland corporation, Manager By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief Executive Officer I have advised the Releasor under the above Release of the meaning and in accordance with effect of the provisions of Section 1542 of the California Civil Code and that Releasor, acting through its authorized agents, has voluntarily waived any applicable planrights Releasor may have thereunder, agreement, program, award, policy as well as under any other statutes or arrangement common law principles of a Released Party.similar effect. Attorney for Releasor

Appears in 1 contract

Sources: Settlement Agreement (Shopoff Properties Trust, Inc.)

General Release. For good (a) As of the Effective Date and valuable considerationexcept as to the rights and obligations provided for under the terms of this Agreement, the receipt Named Plaintiff and adequacy each Class Member, on behalf of which is hereby acknowledged, I, for myself himself or herself and my successorson behalf of his or her respective heirs, assigns, heirs beneficiaries, and representatives successors (each, a "the “Releasing Party"Parties”), hereby release shall automatically be deemed to have fully and irrevocably released and forever discharge Comtech Telecommunications Corp. (the "Company")discharged Defendant, and all of its stockholderspast, present and future predecessors, successors, parents, subsidiaries, divisions, employees, affiliates, assigns, officers, directors, employeesshareholders, agents and representatives, attorneys, insurers and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Defendant Releasees”) from any and all losses, fees, charges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, actions, and causes of actionaction of every nature, liabilities or obligationscharacter, and description, whether known or unknown, pending asserted or not pendingunasserted, suspected or unsuspected, fixed or contingent, legal, statutory, or equitable, based in contract, tort, or any other theory, that result from, arise out of, and/or relate to the conduct, omissions, duties, or facts during the Class Period that were or could have been alleged in the Complaint, the Amended Complaint, and/or the Action relating to the assessment of Sufficient Fund Fees or APSN Fees during the Class Period (the “Released Claims”). (b) 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 Defendant Releasees in any forum, action, or proceeding of any kind. In addition to any other defenses the Defendant Releasees may have at law, in equity, or otherwise, to the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. (c) 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 not liquidatedunliquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had contingent or may have against any one or more non-contingent claims with respect to all of the Released Parties arising out ofmatters described in or subsumed by herein. Further, based upon each of those individuals agrees and acknowledges that he/she shall be bound by this Agreement, including 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 any way, directly or indirectly, related the law; and even if he/she never receives actual notice of the Settlement and/or never receives a distribution of funds from the Settlement. (d) As of the Effective Date and except as to the Company's businessrights and obligations provided for under the terms of this Agreement, my employment Defendant and Defendant’s counsel, shall automatically be deemed to have fully and irrevocably released all claims against the Named Plaintiff and Class Counsel relating to the filing or prosecution of this Action. (e) Nothing in this Agreement shall operate or 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 Plaintiff or by any Class Member on his/her accounts, loans, or other debts with the Company or the termination of such employment; providedDefendant Releasees, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change terms and conditions of such accounts, loans, or any other debts. Likewise, nothing in Control this Agreement between the undersigned and the Companyshall operate or be construed to release any defenses, dated [Date] (the “CIC Agreement”) rights, or the rights of the undersigned set-off that Named Plaintiff or any Class Member has other than with respect to enforce such obligations; (b) any and all obligations of the Released Parties Claims, in the event the Defendant Releasees seek to defendrecover any past, indemnifypresent, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedfuture amounts that may be owed by Named Plaintiff or by any Class Member on his/her accounts, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiesloans, and/or or other debts with Defendant Releasees, pursuant to insurance policiesthe terms and conditions of such accounts, if anyloans, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyother debts.

Appears in 1 contract

Sources: Settlement Agreement

General Release. For good and valuable consideration, the receipt and adequacy of which is (i) The Executive hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release releases and forever discharge Comtech Telecommunications Corp. discharges the Company (the "Company"and its successors), its stockholders, subsidiaries and affiliates and each of their respective officers, directors, employees, directors and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever action (collectively, "CLAIMS"), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that you may have, or in the "Released Claims") which the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (x) your employment relationship with and service, based upon on or in any way, directly or indirectly, related prior to the Company's businessdate hereof, my employment with as an employee, director or officer of the Company or any of its subsidiaries or affiliates, and the termination of [such employment; providedrelationship or service] [the Employment Agreement dated as of July 1, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement 1996 between the Company and the undersignedExecutive (the "EMPLOYMENT AGREEMENT")], and/or under applicable law and/or under or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the respective charters and by-laws date hereof; PROVIDED, HOWEVER, that the release set forth in this Section 1(a)(i) will not apply to (A) the obligations of the Released Parties, and/or pursuant Company and its subsidiaries to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, continue to provide director and officer and/or employee thereof; indemnification and (cB) the Company's obligations under its retirement and welfare plans. (ii) The Company and its subsidiaries and affiliates hereby release and forever discharge the Executive, your estate and your legal representatives from any and all rights the undersigned may have to vested or accrued benefits or entitlements Claims, including, without limitation, any Claims arising under and in accordance with any applicable planfederal, agreementstate, programlocal or foreign law, awardthat it may have, policy or arrangement in the future may possess, arising out of a Released Party(x) your employment relationship with and service, on or prior to the date hereof, as an employee, director or officer of the Company or any of its subsidiaries or affiliates, and the termination of [such relationship or service] [the Employment Agreement], or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; PROVIDED, HOWEVER, that the release set forth in this Section 1(a)(ii) will not apply to (A) your obligations under Section 7 (excluding 7.3) of the Employment Agreement or (B) any act or omission of yours which is in violation of any applicable civil or criminal law or regulation.

Appears in 1 contract

Sources: Employment Agreement (Arm Financial Group Inc)

General Release. For good 2 Subject to certain exceptions and valuable considerationExecutive’s protected rights, as respectively set forth in Sections 8 and 9 below, Executive hereby releases and forever discharges the Company, GoDaddy and their subsidiaries and affiliates (collectively, the receipt “GoDaddy Group”) and adequacy each of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective direct or indirect shareholders, officers, directors, employees, directors and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demands, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever action (collectively, “Claims”), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that Executive may have, or in the "Released Claims"future may possess arising out of (x) which the Releasing Party hasExecutive’s employment relationship with and service as a director, has had employee, officer, consultant or may have against manager of any one or more member of the Released Parties arising out ofGoDaddy Group, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentrelationship, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release shall have no effect whatsoever upon: without limiting any other provisions hereof, the release set forth herein will not apply to (ai) the Company's obligations, if any, obligations of the GoDaddy Group to pay CIC the Severance Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights accrued compensation described in Section 4 of the undersigned Severance Agreement, and (ii) the obligations of the GoDaddy Group to enforce such obligations; continue to provide director and officer indemnification (bincluding as applicable advancement of expenses) to Executive as provided (or as may be provided) in the governing documents of GoDaddy, under any applicable insurance policy maintained by any member(s) of the GoDaddy Group and/or under any agreement entered into between any member(s) of the GoDaddy Group on the one hand and Executive on the other. Executive further agrees that the benefits described in this Release will be in full satisfaction of any and all obligations claims for payments or benefits, whether express or implied, that Executive may have against any member of the Released Parties to defendGoDaddy Group arising out of Executive’s employment relationship with, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersignedExecutive’s capacity service as a director, officer and/or employee employee, officer, consultant or manager of, the GoDaddy Group and the termination thereof; and (c. This Section 6(a) does not apply to any and all rights the undersigned Claims that Executive may have to vested or accrued benefits or entitlements as of the date Executive signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in accordance with any applicable plan, agreement, program, award, policy or arrangement Section 6(b) of a Released Partythis Release.

Appears in 1 contract

Sources: Change in Control and Severance Agreement (GoDaddy Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of which is hereby acknowledgedthis Amendment by the Administrative Agent and the Lenders and the accommodations to the Borrower and the other Credit Parties set forth herein, Ieach of the Borrower and the other Credit Parties, for myself on behalf of itself and my successorsits successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the Collateral Agent, and/or the Lenders, in each case, in any capacity and their respective affiliates, 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 consultants, agents, attorneys and attorneysother representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof. The execution by the Borrower and the Credit Parties hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyprior to the date hereof. In entering into this Amendment, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: the Credit Agreement (aas amended hereby) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Sources: Credit Agreement (Trico Marine Services Inc)

General Release. For good (a) Executive, on behalf of Executive and valuable considerationher heirs, beneficiaries, executors, personal representatives, administrators, trustees, attorneys-in-fact and assigns, irrevocably, knowingly and unconditionally releases, remises and discharges the receipt Company, its parents and adequacy subsidiaries, all current or former affiliated or related companies of which is hereby acknowledgedthe Company and its parents and subsidiaries, Ipartnerships, for myself joint ventures and my assigns, and, with respect to each of them, all of the Company's or such related entities' predecessors and successors, assignsand with respect to the Company and each of the foregoing entities, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, all of their respective officers, directors, members, managers, executives, equity holders, employees, agents advisors and attorneys, and their respective successors, assigns, heirs and representatives counsel (each, a "Released Party"), individually and collectively, the "Company Parties") from any and all claims, demandsactions, causes of action, liabilities charges, complaints, claims, damages, losses, sums of money, demands, debts, lawsuits, rights, judgments, executions, agreements, understandings and obligations of any kind, nature or obligationsdescription whatsoever, in law or in equity, and whether known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (collectively, the "Released Claims") which the Releasing Party has), has had or may have against including but not limited to any one or more of the Released Parties Claims arising out of, based upon of or in any way, directly or indirectly, related relating to the CompanyExecutive's business, my employment with the Company or any of the termination Company Parties and/or the separation of such employment; providedExecutive from employment with the Company or any of the Company Parties. (b) For the avoidance of doubt, howeverthis general release by Executive includes, that this General Release shall have no effect whatsoever uponwithout limitation: (ai) all Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to and including the date of this Agreement, regardless of ripeness or other limitation on immediate pursuit of any Claim in the absence of this Agreement; (ii) all Claims relating to or arising out of Executive's employment with and separation from the Company or any of the Company Parties; (iii) all Claims (including Claims for discrimination, harassment and retaliation) arising under any federal, state or local statute, regulation, ordinance 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 Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Equal Pay Act, the Fair Labor Standards Act and/or 42 U.S.C. § 1981, including with respect to all of the foregoing as they may have been amended, and any 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 or other tort; (iv) all Claims for reinstatement, attorneys' fees, interest, costs, expenses, wages or other compensation and (v) Claims Executive may have pursuant to an internal grievance procedure at Company. (c) Executive agrees that there is a risk that each and every injury that she may have suffered by reason of her 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 and Company Parties, and she fully understands that by the execution of this Agreement no further claims for any such injuries may ever be asserted. (d) Notwithstanding the terms of the foregoing Paragraphs 4(a) and 4(b), 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 any insurance policy maintained by the Company, including without limitation any general liability, EPLI, or directors and officers insurance policy or any contractual indemnification agreement; (iii) Executive's obligationsright, if any, to pay CIC Payments pursuant government-provided unemployment and workers' compensation benefits; or (iv) Executive's rights under any Company Executive benefit plans (i.e. health, disability or retirement plans), which by their explicit terms survive the termination of Executive's employment. FOR THE AVOIDANCE OF DOUBT, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, EXECUTIVE DOES NOT RELEASE OR WAIVE ANY RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE THIS AGREEMENT IS EXECUTED OR ANY CLAIMS FOR BREACH OF THIS AGREEMENT. (e) Executive agrees that she will not seek from the Company or 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 or a predecessor, or any of the Company Parties, 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 or any of the Company Parties in the event of discovery of a difference in facts. (g) In consideration of the additional benefits provided for herein, to which Executive is not otherwise entitled, Executive also expressly agrees to the Change waiver and release of any rights or claims arising out of the Federal Age Discrimination in Control Employment Act, 29 U.S.C. § 621, et seq. ("ADEA''), including any amendments thereto, and in connection with such waiver and release of ADEA claims, and as provided by the Older Worker Benefit Protection Act, Executive understands and agrees as follows: (i) This Agreement, including but not limited to the waiver and release of ADEA rights and claims, is written in a manner that is clear and understood by Executive; (ii) Executive has the right to consult with an attorney before signing this Agreement, and is hereby advised in writing to do so; (iii) Executive shall have a period of 45 days from the Termination Date (or from the date of receipt of this Agreement between if received after the undersigned Termination Date) in which to consider the terms of the Agreement (the "Review Period"). Executive is not required to take the entire 45-day Review Period and may at her option execute this Agreement at any time during the Review Period. Executive agrees that by signing this Agreement prior to the expiration of the 45-day Review Period, she has voluntarily waived her right to consider this Agreement for the full 45-day Review Period. If the Executive does not return the signed Agreement to the Company prior to the expiration of the 45-day Review Period, then the offer of severance benefits set forth in this Agreement shall lapse and shall be withdrawn by the Company; (iv) Executive may revoke this Agreement at any time during the first seven days following Executive's execution of this Agreement, and this Agreement, including this waiver and release, shall not be effective or enforceable with respect to any Claim under the ADEA until the seven-day period has expired. Notice of a revocation by the Executive must be made in writing to the designated representative of the Company (as described below) within the seven-day period after Executive signs this Agreement. If Executive revokes this Agreement, it shall not be effective or enforceable against the Company or Company Parties. Accordingly, the "Effective Date" of this Agreement shall be on the eighth day after Executive signs the Agreement and returns it to the Company, dated [Date] and provided that Executive does not revoke the Agreement during the seven-day revocation period; (the “CIC Agreement”v) Executive specifically understands and acknowledges that rights or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned claims under the Indemnification ADEA that may arise after the date this Agreement between is signed are not waived. In the Company event Executive elects to revoke this waiver and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or release pursuant to insurance policiesParagraph 4(g)(iv) above, if anyExecutive shall notify Company by hand-delivery, for acts express courier or omissions in the undersigned’s capacity as a directorcertified mail, officer and/or employee thereof; and return receipt requested, within seven days after signing this Agreement to: ATTN: General Counsel, Legal Department, BMC Stock Holdings, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. IN THE EVENT THAT EXECUTIVE EXERCISES HER RIGHT TO REVOKE THIS WAIVER AND RELEASE PURSUANT TO PARAGRAPH 4(g)(iv) ABOVE, ANY AND ALL OBLIGATIONS OF COMPANY UNDER THIS AGREEMENT SHALL BE NULL AND VOID. (ch) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable planEXECUTIVE AGREES THAT THE CONSIDERATION RECEIVED BY HER UNDER THIS AGREEMENT, agreementINCLUDING THE PAYMENTS DESCRIBED ABOVE, programIS IN FULL AND COMPLETE SATISFACTION OF ANY CLAIMS THAT EXECUTIVE MAY HAVE, awardOR MAY HAVE HAD, policy or arrangement of a Released PartyAGAINST THE COMPANY OR ANY COMPANY PARTIES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS AGAINST ANY OF THEM ARISING OUT OF EXECUTIVE'S EMPLOYMENT WITH COMPANY OR ANY COMPANY PARTIES OR THE TERMINATION OF THAT EMPLOYMENT, UP TO THE DATE OF EXECUTION OF THIS AGREEMENT.

Appears in 1 contract

Sources: Separation Agreement (BMC Stock Holdings, Inc.)

General Release. For good and valuable considerationIn consideration of this Amendment, the receipt Borrower hereby releases and adequacy of which is hereby acknowledgedforever discharges the Bank and the Bank’s, Irespective predecessors, for myself and my successors, assigns, heirs and representatives (eachofficers, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officersmanagers, directors, employees, agents and agents, attorneys, representatives, and their respective successors, assigns, heirs and representatives affiliates (each, a "Released Party"collectively referred to as the “Bank Group”), individually and collectively, from any and all presently existing claims, demands, damages, liabilities, actions and causes of actionaction of any nature whatsoever, liabilities including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or obligationsin equity, whether known or unknown, pending whether liability be direct or not pendingindirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not liquidatedheretofore asserted, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had Borrower may have or may claim to have against any one or more of the Released Parties Bank Group arising out of, based upon of facts or events in any way, directly or indirectly, way related to the Company's business, my employment Agreement and all documents executed in connection therewith (collectively with the Company Agreement, the “Loan Documents”) and/or the loan transactions evidenced thereby and which have occurred on or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant on or prior to the Change in Control Agreement between the undersigned and the Companydate hereof. 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, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendIF KNOWN BY HIM OR HER, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 1 contract

Sources: Loan Agreement (R F Industries LTD)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Employment Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the CIC AgreementAmeriServ & its Affiliates”) under the Employment Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of AmeriServ & its Affiliates or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of any member of AmeriServ & its Affiliates or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of AmeriServ & its Affiliates arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of AmeriServ & its Affiliates under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Sources: Employment Agreement (Ameriserv Financial Inc /Pa/)

General Release. For good The Executive acknowledges and valuable considerationagrees that this --------------- Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the receipt termination thereof during the Employment Period, and adequacy all amounts to which the Executive shall be entitled whether during the term of which is hereby acknowledgedemployment or upon termination thereof. Accordingly, Iupon Mattel's fulfilling its obligations to the Executive hereunder, for myself the Executive, on behalf of himself and my his successors, assigns, heirs and representatives any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever relieve, release, and discharge Mattel and its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (each, a "Releasing Party"whether or not wholly-owned), hereby release divisions, partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their officers, directors, agents, employees, agents and attorneysservants, executors, administrators, accountants, investigators, insurers, and their respective successorsany and all other related individuals and entities, assignsif any, heirs and representatives (eacheach of them, a "Released Party"), individually in any and collectivelyall capacities, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, liabilities of whatever kind or obligationsnature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, pending suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not pendinglimited to, liquidated or not liquidatedany claims based on, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon related to or connected with the subject matter of this Agreement, the Executive's employment or the termination thereof, and any and all facts in any way, directly or indirectlymanner arising out of, related to the Company's business, my employment or connected with the Company Executive's employment with, or the termination of such employment; providedemployment from, howeverMattel or any of its related entities, that this General Release shall have no effect whatsoever upon: (a) including, but not limited to, any claims arising from rights under federal, state, and local laws prohibiting discrimination on the Companybasis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or any other form of discrimination, and any common law 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. Upon Mattel's obligations, if any, to pay CIC Payments pursuant fulfilling its obligations to the Change in Control Agreement between Executive here-under, the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Executive expressly waives any and all rights under Section 1542 of the undersigned Civil Code of the State of California, and all other 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 Executive may have not invoke the benefits of Section 1542 or any similar provision in order to vested prosecute or accrued benefits or entitlements under and assert in accordance with any applicable planmanner any claims released hereunder. 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, agreement, program, award, policy or arrangement of a Released PartyWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Appears in 1 contract

Sources: Employment Agreement (Mattel Inc /De/)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Third Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] August 1, 2011 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Sources: Employment Agreement (Comtech Telecommunications Corp /De/)

General Release. For good (a) As of the Closing, each of the Sellers, on behalf of itself and valuable considerationeach of its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, personal representatives and assigns, heirs and representatives (each, a "Releasing Party"), hereby release irrevocably releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Company and Buyer, its stockholders, and each of their respective officers, directors, shareholders, equity holders, employees, agents Subsidiaries, predecessors, successors and attorneys, and their respective successors, assigns, heirs and representatives assigns (each, each a "Released Party"), individually and collectively, the “Released Parties”), for and from any and all claimsmanners of actions, demandscauses, causes of action, liabilities suits, debts, dues, compensation, wages, bonuses, Liabilities, rights, costs, expenses (including, without limitation attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, of whatever kind or obligationsnature, in law or in equity, known or unknown, pending foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, and whether or not pendingconcealed or hidden, liquidated whichever have or not liquidatedmay have existed, or which do exist, that may now or hereafter at any time be made or brought against any Released Party by such Seller by reason of every kind or in connection with any matter, cause, thing, action or omission whatsoever, arising, occurring, relating to or in respect of any time up through and nature whatsoever including the date hereof (collectively, the "Released Claims"Matters”); provided that nothing in this paragraph will release any Released Party from any obligations under this Agreement (including the matters set out in the schedules thereto) which or any other Ancillary Agreement. For the Releasing Party hasavoidance of doubt, has had the Released Matters shall include, without limitation, any right to recover against the Company for any indemnification claims made against or may have paid by any Seller pursuant to Article 10. From and after the date hereof, each Seller agrees on behalf of himself, herself or itself to not, directly or indirectly (including, without limitation, in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other party in commencing, instituting or maintaining, any Proceeding of any kind against any one or more of the Released Parties arising out of, based upon or with respect to any Released Matter(s). (b) Each Seller shall indemnify and hold the Released Parties harmless from and against all Damages arising from or in any way, directly or indirectly, related to the Company's business, my employment connection with the Company assertion by such Seller of any claim based upon or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, with respect to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”any Released Matter(s) or the rights breach of any of the undersigned to enforce covenants of such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions Seller set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Section 11.05.

Appears in 1 contract

Sources: Equity Purchase Agreement (Trinet Group Inc)

General Release. (a) For good and valuable consideration, the receipt and adequacy sufficiency of which is are acknowledged by each Indemnitee, each Indemnitee hereby acknowledgedreleases and discharges EEI, IAcquisition Corp. and the Company and their respective affiliates and each of the present and former stockholders, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, attorneys and agents of EEI, Acquisition Corp. and attorneys, the Company and any of their respective successors, assigns, heirs successors and representatives assigns (each, each a "Released Party"), individually ”) of and collectively, from any and all claimscommitments, indebtedness, suits, demands, obligations and liabilities of every kind and nature, including claims and causes of action both in law and in equity, that the Indemnitee and/or his heirs, executors, administrators, successors or assigns ever had, now has or, to the extent arising from or in connection with any action, liabilities omission or obligationsstate of facts taken or existing on or prior to the Effective Time, or may have, after the Effective Time, against any Released Party, whether asserted, unasserted, absolute, contingent, known or unknown, pending including without limitation, commitments, obligations, liabilities and claims arising under or not pendingpursuant to: (1) the articles of incorporation and by-laws or similar organizational documents, liquidated or not liquidatedas amended through the date hereof and through the Effective Time, of every kind the Company and nature whatsoever of its predecessors; (collectively, the "Released Claims"2) which the Releasing Party has, has had statutes entitling stockholders to preemptive or may have against other similar rights; (3) any one or more of the Released Parties matters arising out of, based upon of or in any way, directly or indirectly, related relating to the Company's businessAgreement (except as set forth below), my employment with the Company including rights of contribution, indemnity, subrogation or the termination of such employmentsimilar rights; and (4) any contracts, agreements or understandings, to which any Released Party are parties; provided, however, that this General Release shall have no effect whatsoever uponthe Indemnitees do not release the Released Parties from commitments, obligations, liabilities and claims arising under or pursuant to: (ai) this Agreement; (ii) agreements entered into after the Company's obligations, if any, to pay CIC Payments pursuant Effective Time; or (iii) any claim for fraud arising before or after the Effective Time under the Merger Agreement brought by any Indemnitee against the Released Parties solely in his/her capacity as a former director or officer of the Company prior to the Change Effective Time. (b) By signing this Agreement, each Indemnitee represents that he is entering into this release in Control Agreement between the undersigned all capacities, including, without limitation in his capacities as officer, director and stockholder of the Company, dated [Date] (the “CIC and that he has full power, authority and competence to execute and deliver this Agreement”) or the rights , that each of the undersigned statements herein are true and correct, that the Indemnitee requires no further information to enforce such obligations; (b) any evaluate the advisability of the transactions contemplated by the Merger Agreement and all obligations that he believes that the transactions contemplated by the Merger Agreement are in the best interests of the Indemnitee. Each Indemnitee hereby acknowledge that each of the Released Parties shall be entitled to defend, indemnify, hold harmless or reimburse rely on the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant representations made herein as fully as if such representations were made to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and them directly. (c) Each Indemnitee hereby represents to the Released Parties that: (i) he has not assigned any claim or possible claim against any Released Party, and all rights (ii) he has consulted with counsel or has been afforded the undersigned may have opportunity to vested consult with counsel with respect to the execution and delivery of this agreement and has been fully apprised of the consequences hereof. (d) In case any of the provisions contained in this Section 2 shall for any reason be held to be invalid, illegal or accrued benefits unenforceable in any respect, any such invalidity, illegality or entitlements under unenforceability shall not affect any other provision of this Section 2, but this Section 2 shall be construed as if such invalid, illegal or unenforceable provision has been limited or modified (consistent with its general intent) to the extent necessary to make it valid, legal and in accordance with any applicable planenforceable, agreementor if it shall not be possible to so limit or modify such invalid, program, award, policy illegal or arrangement unenforceable provision or part of a Released Partyprovision, this Section 2 shall be construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Section 2. Notwithstanding the foregoing, however, each Indemnitee acknowledges and agrees that the provisions of this Section 2 are reasonable in context and scope, are a material condition to the willingness of EEI and the Company to enter into and effect the Merger Agreement and effect the transactions contemplated thereby and are intended to be and shall be enforced to the full extent set forth herein.

Appears in 1 contract

Sources: Indemnification and Release Agreement (Electro Energy Inc)