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 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 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 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 “Releasees” hereunder, consisting of Corphousing Group Inc. (the "Company"), and its stockholderssubsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, directorsExecutives, employeesshareholders, 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 Released Parties date hereof. The Claims released herein include, without limiting 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; 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 from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to enforce such obligationsattorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (biii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and all obligations of the Released Parties to defendany claim for indemnification under California Labor Code Sections 2800 or 2802, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedand/or its parents, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiessubsidiaries or affiliate’s bylaws, and/or pursuant to articles or insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (civ) any and all rights the undersigned may have to vested be indemnified by the Company or accrued benefits any of its affiliates by operation of law or entitlements under pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and in accordance with any applicable planbetween the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, agreementBEING AWARE OF SAID LAWS, programHEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, awardAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, policy or arrangement of a Released Party.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 5 contracts

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

General Release. For 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 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 and valuable consideration, The undersigned (the receipt and adequacy of which is hereby acknowledged, I“Executive”), for myself himself and my successorshis family, heirs, spouse, agents, executors, administrators, legal representatives and their respective successors and assigns, heirs and representatives in consideration for the Severance to be received pursuant to Section 6(b) of the Executive Employment Agreement to which this release is attached as Exhibit B (each, a "Releasing Party"the “Employment Agreement”; capitalized terms used but not defined in this Exhibit B shall have the corresponding meanings set forth in the Employment Agreement), which shall be in lieu of any other separation or similar payments provided under any other plans, programs, agreements or arrangements, does hereby irrevocably, fully, knowingly, voluntarily and unconditionally release and forever discharge Comtech Telecommunications Corp. (i) the "Company"Company (as defined in the Employment Agreement); and (ii) each current and former affiliate (including subsidiaries) of any person or entity referenced in the immediately preceding clause (i), each current and former direct or indirect shareholder, member or other equity holder of any person or entity referenced in immediately preceding clause (i), and each current and former affiliate (including subsidiaries) of each such shareholder, member and each such other equity holder; (iii) each predecessor, successor, heir, agent and assign of any person or entity referenced in any of the immediately preceding clauses (i) through (ii), whether or not acting in his or its stockholdersrepresentative or individual capacity; and (iv) each current and former attorney, officersagent, directorsinsurer, employeestrustee, fiduciary, advisor, director, manager, principal, officer, benefit plan, benefit plan fiduciary, shareholder, member, general partner, limited partner, other equity holder, representative, control person or entity or employee of any persons or entities referenced in any of the immediately preceding clauses (i) through (iii) (and each other person or entity with a functionally equivalent role of a person or entity holding such titles notwithstanding the lack of such title or any other title) and each of their respective predecessors, successors, heirs, agents and attorneys, assigns (all of the persons and their respective successors, assigns, heirs and representatives entities referenced the immediately preceding clauses (each, a "i) through (iv) are collectively referred to herein as the “Released Party"), individually and collectively, Parties”) from any and all actions, accounts, agreements, claims, contracts, covenants, debts, demands, causes of action, liabilities or obligations, suits, counter-claims, defenses, rights, omissions, promises, damages, losses, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, attorneys’ fees and costs of defense and investigation), expenses and liabilities of any kind and nature whatsoever, whether known or unknown, pending absolute or not pendingcontingent, liquidated suspected or not liquidatedunsuspected, matured or unmatured, in contract, tort, by statute, at law in equity or otherwise (collectively, “Claims”) which any Released Party may now own, hold, have or claim to have, in each case, against any of every kind the Released Parties for, upon or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to time of the execution and nature whatsoever delivery of this Agreement by the Executive (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 and including all Claims under the Company's businessEmployment Agreement and all Claims under any applicable laws or otherwise arising under or in connection with Executive’s employment or termination thereof, my whether for tort, breach of express or implied employment with contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Executive acknowledges that the Company or encouraged the termination Executive to consult with an attorney of such employment; providedthe Executive’s choosing, however, that and through this General Release shall have no effect whatsoever upon: of Claims encourages the Executive to consult with the Executive’s attorney with respect to possible claims under the Age Discrimination in Employment Act (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 AgreementADEA”) or and that the rights Executive understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the undersigned to enforce such obligations; (b) release provided above, Executive expressly waives any and all obligations Claims under ADEA that the Executive may have as of the Released Parties to defenddate hereof. Executive further understands that by signing this General Release of Claims the Executive is in fact waiving, indemnify, hold harmless or reimburse the undersigned releasing and forever giving up any Claim under the Indemnification Agreement between ADEA as well as all other laws within the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws scope 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 this Section 1 that may have existed on or prior to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe date hereof.

Appears in 4 contracts

Sources: Executive Employment Agreement (Hyperliquid Strategies Inc), Executive Employment Agreement (Hyperliquid Strategies Inc), Executive Employment Agreement (Hyperliquid Strategies Inc)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself himself and my for his heirs, executors, administrators, successors, and assigns, heirs does hereby irrevocably and representatives (eachunconditionally waive, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "discharge, Company"), its stockholderspast and present parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and its and their respective current and former employees, officers, directorsdirectors and agents (collectively, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectively, from any and all past or present claims, demands, causes of action, lawsuits, grievances, obligations, damages, expenses, attorneys’ fees, and liabilities of whatever kind or obligationsnature, known or unknownunknown (all hereinafter referred to as “Claims”), pending or not pendingwhich he ever had, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party now has, has had or may hereafter claim to have had, against any one or more of the Released Parties or any of them based on any events, facts or circumstances arising out ofat any time on or before the date of this Agreement, based upon or in any wayincluding but not limited to claims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, directly or indirectlyofficers, related directors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, as applicable, or otherwise made by reason of the fact that any such individual is or was an employee, officer, director or agent of Company's business, my employment with or is or was serving at the request of Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the termination of such employment; provided, however, “Claim Limitation Caveat”). Executive agrees that this General Release shall have no effect whatsoever upon: general release of Claims includes, but is not limited to, (a) the Company's obligationsclaims of race, if anyage, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companygender, dated [Date] (the “CIC Agreement”) sexual orientation, religious or the rights national origin discrimination or any other legally protected status under Title VII of the undersigned to enforce such obligationsCivil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); and under any other federal, state or local laws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Worker Adjustment and Retraining Notification Act (“WARN”); the California WARN Act; the California Fair Employment and Housing Act; the California Labor Code; the California Family Rights Act, the California Industrial Welfare Commission Wage Orders; the California Constitution; and the California Government Code, as well as any amendments to those laws; (c) claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, handbooks, or any covenant of good faith and fair dealing; (g) claims for promissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other benefits; (j) claims based on any public policy violation or on any tort, such as invasion of privacy, sexual harassment, defamation, fraud, misrepresentation and/or infliction of emotional distress; and (k) claims relating to Executive’s service as a director on the Board of Directors or actions taken by the directors on the Board of Directors or any of them as directors. Execution of this Agreement by Executive operates as a complete bar and defense against any and all obligations of Claims that may be made by Executive against the Released Parties or any of them, subject to defend, indemnify, hold harmless or reimburse the undersigned Claim Limitation Caveat. Executive expressly understands that among the various claims and rights being waived by Executive in this Agreement are those arising under the Indemnification Agreement between the Company and the undersignedADEA, 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 that regard Executive specifically acknowledges that Executive has read and understands the provisions of a Released PartySection 9 below before signing this Agreement.

Appears in 4 contracts

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

General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Change in Control Severance Agreement, dated as of , 2008, to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and [●] (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which 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. the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the "Company"“Corporation Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, 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 “Corporation 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, known 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, 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 Corporation Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCorporation Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) 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, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only: (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; Executive under this Waiver and Release of Claims and under the Agreement; (b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of any Corporation Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (e) claims (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement 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; Corporation Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Corporation Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Corporation Affiliated Group.

Appears in 3 contracts

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

General Release. For 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. 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 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 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 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 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, 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 In consideration of the payments and valuable considerationbenefits to be made under the Employment Agreement, dated as of , 20 , to which Corrections Corporation of America (the “REIT”), CCA of Tennessee, LLC (“Employer” and, together with the REIT, the receipt “Company”) and adequacy (the “Executive”) are parties (the “Agreement”), the Executive, with the intention of which is hereby acknowledgedbinding the Executive and the 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. the Company and its parents, subsidiaries and affiliates (collectively, the "Company"“Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, 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, known 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, 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 Company Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCompany Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) 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, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only: (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 Executive under this Waiver and Release of Claims and to enforce such obligations; severance payments and benefits under Section 5 of the Agreement; (b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or charter of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (e) claims (i) for accrued or vested benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the 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; Company Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Company Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.

Appears in 2 contracts

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

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 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 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 (a) Effective upon the Closing, Seller, on Seller’s own behalf and valuable considerationon behalf of Seller’s successors or assigns and any other Person that may claim by, through or under Seller (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"Parties”), hereby release (i) irrevocably waives, releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges Holdings, the "Company"), its stockholders, and each of their respective present and former officers, directors, managers, employees and other agents (in each case, solely in their respective capacities as present and former officers, directors, managers, employees, and other agents and attorneys, and their respective successors, assigns, heirs and representatives of the Company (each, a "Released Party"prior to Closing), individually and ) (collectively, from the “Releasees”) from, any and all claimsLiabilities of any kind or nature whatsoever since the beginning of time and (ii) agrees that no Releasing Party will bring or voluntarily participate in or assist any Proceeding that relates to any matter released pursuant to this Section 6.4(a). Notwithstanding the foregoing, demandsthe Releasing Parties do not waive or release any rights based upon, causes arising out of actionor relating to rights in favor of the Releasing Parties (x) available under any R&W Insurance Policy or any defenses to any claims (including by or through subrogation) made under or through rights reserved under the R&W Insurance Policy, liabilities (y) created pursuant to the terms of this Agreement or obligationsany Transaction Document, except as otherwise provided in Section 8.8, (z) any other rights to the extent such rights cannot be waived or released under any applicable Law. (b) The Releasing Party understands and agrees that the releases provided in Section 6.4(a) above extend to all claims released above whether known or unknown, pending suspected or not pendingunsuspected. As to those matters released herein only, 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 waives 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) relinquishes any and all rights the undersigned it may have to vested or accrued benefits or entitlements under and in accordance with any applicable planLaw, agreementincluding California Civil Code Section 1542, programwhich provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, awardIF KNOWN BY HIM OR HER, policy WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” The Releasing Party hereto expressly waives and releases any rights and benefits which it has or arrangement may have under any similar Law or rule of a Released Partyany other jurisdiction pertaining to the matters released herein. It is the intention of the Releasing Party through this Agreement and with the advice of counsel to fully, finally and forever settle and release the claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full and complete releases of such matters notwithstanding the discovery of any additional claims or facts relating thereto.

Appears in 2 contracts

Sources: Shares Purchase Agreement (One Stop Systems, Inc.), Shares Purchase Agreement (One Stop Systems, 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 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. 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 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. 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 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, This General Release Agreement (the receipt and adequacy of which “General Release”) is hereby acknowledgedexecuted and entered into by (the “Executive”) in consideration of the payments and benefits to be made under that certain Change in Control Agreement, Idated , for myself (the “Agreement”), between the Executive and my successorsRand Capital Corporation (the “Company”). The Executive, on behalf of himself and his heirs, executors, administrators and assigns, heirs hereby releases and representatives forever discharges the Company and each of its subsidiaries, affiliates and investees (each, a "Releasing Party"the “Company Affiliated Group”), hereby release their present and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, 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 pendingunsuspected which the Executive, liquidated individually or not liquidatedas a member of a class, of every kind and nature whatsoever now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (collectively, the "Released Claims") which ”). For avoidance of doubt, and without limiting the Releasing Party has, has had or may have against any one or more broad nature of the Released Claims, this General Release releases the Company Released Parties from 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, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), the Older Worker Benefit Protection Act, Articles 5, 6, 7, and 19 of the New York Labor Law (N.Y. Labor Law §§ 160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the New York Workers’ Compensation Law, the New York Human Rights Law (N.Y. Executive Law §§ 290 to 301), Article 23-A of the New York State Corrections Law, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) claims under which may be legally waived and released, and any and all claims under any whistleblower laws or whistleblower provisions of other laws. The Executive further affirms that as of the date of this General Release shall have he has been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, and/or benefits to which he may be entitled and that no effect whatsoever uponother leave (paid or unpaid), compensation, wages, bonuses, and/or benefits are due to him, except as provided in the Change in Control Agreement. The Released Claims do not include any claim: (a) that arises exclusively after the 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 date Executive executes 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 rights under any of Company’s employee benefit or compensation plans; (c) that cannot be released under law, such as claims for statutory unemployment benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy workers’ compensation benefits; or arrangement (d) for indemnification as a former officer or director of a Released Partythe Company.

Appears in 2 contracts

Sources: Change in Control Agreement (Rand Capital Corp), Change in Control Agreement (Rand Capital 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 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 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 considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Third Amended Forbearance Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to ▇▇▇ or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. 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 and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative 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”), based in whole or in part on facts whether or not now known, existing on or before the Third Amended Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect 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 operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Third Amended Forbearance Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Third Amended Forbearance Agreement, 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 undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Third Forbearance Period and (c) any the termination of this Third Amended Forbearance Agreement and all rights payment in full of 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: Forbearance Agreement, Forbearance Agreement (Wornick CO)

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under Section 5(b) of the Employment Agreement the “Post- Termination Payments”), and after consultation with counsel, Executive, for herself and on behalf of each of her heirs, executors, administrators, representatives, agents, successors, and assigns (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”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Corporation, its stockholdersthe Bank, and their Affiliates, and each of its/their 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 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") 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 of: (i) Executive’s employment relationship with and service as an employee, based upon officer, or in director of the Employer and any wayof its affiliates, 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 uponnot 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 that Executive may have under any plans or programs not covered by the Employment Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit; and (z) any indemnification or other rights that 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 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 the undersigned Employer Group arising out of Executive’s employment relationship under the Indemnification Employment Agreement between and her service as an employee, officer, or director of the Company and Employer or a member of the undersigned, and/or under applicable law and/or 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 2 contracts

Sources: Employment Agreement (Mid Penn Bancorp Inc), Employment Agreement (Mid Penn Bancorp Inc)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself on behalf of Minor and my successors▇▇▇▇▇’s Representatives, 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 INC., THE 410 BRIDGE, Inc.,and churches or other charitable organizations cooperating in the Service Trip, and forever discharge Comtech Telecommunications Corp. 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 MINOR’S PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request for Minor 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 MINOR, 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 Minor and Minor’s 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 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 and in consideration of the severance payments and other benefits provided in Section 6(d) of the Employment Agreement, dated May 17, 2007 (the “Employment Agreement”), by and between 24/7 Real Media, Inc. (the “Company”) and myself, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for and on behalf of myself and my successorsheirs, administrators, executors, and assigns, heirs and representatives (eacheffective the date hereof, a "Releasing Party"), do hereby release fully and forever release, remise and discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssuccessors and assigns, and the direct and indirect parents, subsidiaries and affiliates of the Company, together with their respective officers, directors, employeespartners, shareholders, members, managers, employees and agents and attorneys(collectively, and their respective successors, assigns, heirs and representatives (each, a "Released Party"the “Group”), individually and collectively, from any and all Claims (as defined below) which I had, may have had, or now have against the Company and/or any other member of the Group, for or by reason of any matter, cause or thing whatsoever, including any Claim arising out of or attributable to my employment or the termination of my employment with the Company, including but not limited to Claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, other than (i) Claims (as defined below) under this Release; (ii) Claims for amounts due under Section 6(d) of the Employment Agreement; (iii) Claims for indemnification, if any such rights were expressly granted to me, and for directors and officers insurance; and (iv) Claims under the Restricted Stock Plan (as defined in the Employment Agreement) in which I participated while employed by the Company, in accordance with, and subject to, the terms of such plan. This release of Claims includes, but is not limited to, all Claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. As used in this Release, the term “Claims” shall include all claims, demandscovenants, warranties, promises, undertakings, actions, suits, causes of action, liabilities or obligations, known or unknowndebts, pending or not pendingattorneys’ fees, liquidated or not liquidatedaccounts, judgments, losses and liabilities, of every whatsoever kind and nature whatsoever (collectivelyor nature, the "Released Claims") which the Releasing Party hasin law, has had equity 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 Partyotherwise.

Appears in 2 contracts

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

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 As a condition of receiving the Separation Benefits, you, on your own behalf and valuable considerationon behalf of your successors, the receipt and adequacy of which is hereby acknowledgedheirs, Ibeneficiaries, for myself and my successorsagents, assigns, heirs and representatives (eachrepresentatives, a "Releasing Party")voluntarily agree to waive and release the Company and its parents, hereby release subsidiaries, predecessors, affiliated entities, successors and forever discharge Comtech Telecommunications Corp. (assigns, together with each of those entities’ respective employee benefit plans and programs and the "Company")administrators and fiduciaries of such plans and programs, its stockholderscurrent and former owners, officers, directors, partners, employees, agents agents, representatives, fiduciaries, insurers and attorneysreinsurers and administrators, and both individually or in their respective successorsbusiness capacity (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually and collectively, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, liabilities or grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state, provincial or federal law, equity or otherwise, whether known or unknown to you (collectively, the ”Claims”), which you now own or holds or have at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected: (collectively, the "Released Claims"1) 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 of your employment with the Company or any of its affiliates or the termination of such employment; (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Releasees, or any of them, committed or omitted on or before the date this Agreement is executed by you; and/or (3) relating to the enforceability or reasonableness of the restrictions contained in the Employment Agreement, the Affiliate Agreements (defined in Section 6(a) below) or in Section 6 herein (including subparts); provided, however, that nothing contained herein shall affect your rights to enforce this 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 indemnification obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and its affiliates as set forth in Section 9 of this Agreement. Also, without limiting the undersigned, and/or under applicable law and/or under the respective charters and by-laws generality of the Released Partiesforegoing, and/or pursuant you specifically release Releasees from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT (ADA), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA), THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (WARN), THE NATIONAL LABOR RELATIONS ACT (NLRA), THE FAMILIES FIRST CORONAVIRUS RESPONSE ACT, THE CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT, THE AMERICAN RESCUE RESPONSE PLAN ACT, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY YOU OR BY A GOVERNMENTAL AGENCY. Notwithstanding your release of claims and confidentiality, non-disparagement, and cooperation obligations set forth in this Agreement, you retain the right to insurance policiesfile a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), if anythe National Labor Relations Board (NLRB), for acts the Occupational Safety and Administration Board (OSHA), the Securities and Exchange Commission (SEC), or omissions any other federal, state or local civil rights agency or to participate in the undersigned’s capacity investigation of such charge filed by another person or to initiate or respond to communications with such government agencies; however you waive all rights to share in any damages awarded under any class action, EEOC charge, or state civil rights agency complaint or as a directorresult of any federal, officer and/or employee thereof; state or local administrative agency action. Additionally, nothing in this Agreement prohibits or restricts you from filing a charge or complaint with the Securities and Exchange Commission (c) SEC), the Financial Industry Regulatory Authority (FINRA), or any and all rights the undersigned may have other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to vested or accrued benefits or entitlements under and in accordance communicate with any applicable plan, agreement, program, award, policy securities regulatory agency or arrangement of authority or otherwise participate in any investigation or proceeding that may be conducted by any governmental agency in connection with reporting a Released Partypossible securities law violation without notice to the Company. This Agreement does not limit your right to receive an award for information provided to the SEC staff or any other securities regulatory agency or authority.

Appears in 2 contracts

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

General Release. For good In consideration of the payments and valuable considerationbenefits provided to the Executive under this Agreement and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s respective 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")Company Group and each of 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, 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 ofCompany 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 service, (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 9(a) shall have no effect whatsoever upon: not apply to (ai) the Company's obligations, if any, to pay CIC Payments pursuant to obligations of the Change Company under this Agreement and (ii) any indemnification rights the Executive may have in Control Agreement between the undersigned and accordance with the Company, dated [Date] (’s governance instruments or under any director and officer liability insurance maintained by the “CIC Agreement”) or the rights Company 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 the Company. 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 the Released Parties to defendExecutive’s employment relationship or the Executive’s service as an employee, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between officer and director of the Company Group and the undersignedtermination thereof. This general release shall not, and/or under applicable law and/or under however, apply to any yet to be reimbursed expenses for which the respective charters and by-laws of the Released Parties, and/or Executive is entitled to reimbursement 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 PartyCompany policy.

Appears in 2 contracts

Sources: Resignation Agreement (Trizec Properties Inc), Resignation Agreement (Trizec Properties 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 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 Effective upon and valuable considerationsubject to the occurrence of the Closing, the receipt Company, ASOF and adequacy Phoenix (the “Releasing Parties”), each on behalf of which is hereby acknowledged, I, for myself itself 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 other Releasing Parties and (ii) each of the other Releasing Parties’ 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, obligations, suits, judgments, damages, 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 Unsecured Notes, (B) the Existing Unsecured Notes Indenture, (C) the Agreement or (D) the Refinancing; in each case whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, pending foreseen or not pendingunforeseen, liquidated then existing or not liquidatedthereafter arising, of every kind and nature whatsoever in law, equity, or otherwise, that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (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 not be deemed to release, affect, limit, waive or modify in any manner (1) any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities whatsoever upon: arising under any contract or agreement entered into by a Released Party on or after the Closing Date, including (a) the Company's obligationsNew Revolving Credit Agreement, if any(b) the New First Lien Credit Agreement, to pay CIC Payments pursuant (c) the New Second Lien Credit Agreement, (d) the New Third Lien Notes Indenture, (e) the Warrant Agreements, (f) the Intercreditor Agreement, (g) the Shareholders’ Agreement, (h) the Note Purchase Agreement, (i) the Designation Certificate, (j) the Management Employment Agreements and (k) all documents related to the Change in Control foregoing; (2) the rights of such Releasing Party to enforce the Agreement between the undersigned and the CompanyTransaction Documents delivered or executed in connection therewith against the persons who executed the Agreement or any of the Transaction Documents, dated [Date] as applicable (including, for the “CIC Agreement”) or avoidance of doubt, the right of the Supporting Noteholders and the Company to enforce any indemnification obligations under Section 7.01 of the Agreement and the rights of the undersigned Company and Supporting Noteholders to enforce such obligationsSection 8.02 of the Agreement); (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 gross negligence or willful misconduct.

Appears in 2 contracts

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

General Release. For 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 and valuable considerationIn consideration of, among other things, the receipt Purchasers’ and adequacy the Collateral Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Company 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 sue 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 the Collateral Agent and Purchasers in any capacity and their affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents 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 Second Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Note 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 Company and collectivelythe other Loan Parties, from on the one hand, and the Collateral Agent and/or the Purchasers, 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 Loan Parties, on the one hand, and the Purchasers, on the other hand, but only to the extent such dealings or relationships relate to any or all claimsof the documents, demandstransactions, causes actions or omissions referenced in clause (i) hereof. The receipt by the Company or any other Loan Party of actionthe proceeds of any Notes or other financial accommodations made by the Collateral Agent and the Purchasers after the Second Amendment Effective Date shall constitute a ratification, liabilities adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or obligationsin part on facts, whether or not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such proceeds or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Amendment, the "Released Claims") which the Releasing Company and each other Loan Party hasconsulted with, and has had 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 thereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Note Purchase 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 Note 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 1 contract

Sources: Note Purchase Agreement (Neptune Wellness Solutions Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to ▇▇▇ or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. 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 and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative 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”), based in whole or in part on facts whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect 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 operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Agreement, 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 undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Forbearance Period and (c) any the termination of this Agreement and all rights payment in full of 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: Forbearance Agreement (Wornick CO)

General Release. For good and valuable consideration(a) In exchange for the consideration 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 "maximum extent permitted by law, the Company"), its stockholders, officers, directors, employees, agents and attorneysHydroGen Corporation, 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 L▇▇ Blomen, his heirs, agents, administrators, successors, executors 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 assigns have or may have against the Company, HydroGen Corporation or any one or more of the Released Parties other Releasees, or which Blomenco, its parent, subsidiary, related or affiliated entities and respective past, present, and future officers, directors, shareholders, attorneys, employees, insurers, agents, and their respective successors and assigns may have against the Company, HydroGen Corporation or any of the other Releasees. (b) By agreeing to this General Release, you are waiving, to the maximum extent permitted by law, any and all Claims which you have or may have against the Company, Hydrogen Corporation or any of the other Releasees arising out ofof or relating to any conduct, matter, event or omission existing or occurring before you sign this Separation Agreement, including but not limited to the following: (i) any Claims having anything to do with Blomenco’s consulting relationship with the Company, HydroGen Corporation, or any of the Releasees, or termination of such relationship, including but not limited to Claims based upon on any alleged agreement, promise, representation, the Draft Agreement, or based on any negotiations or communications at any time regarding the terms of any such consulting relationship; (ii) any Claims having anything to do with L▇▇ Blomen’s consulting or other relationship, if any, with the Company, HydroGen Corporation, or any of the Releasees, or termination of any such relationship, including but not limited to Claims based on any alleged agreement, promise, representation, the Draft Agreement, or based on any negotiations or communications at any time regarding the terms of any such consulting or other relationship, if any; (iii) any Claims relating to any employment relationship between L▇▇ Blomen and either Hydrogen Corporation or the Company; (iv) any Claims relating to the ownership of any intellectual property relating in any way, directly or indirectly, related way to the Company's current or planned business, my employment products or services; (v) any Claims for unpaid or withheld wages, severance or retention payments, benefits, bonuses, commissions, Annual Retainer or Annual Supplemental Fee, and/or other compensation of any kind; (vi) any Claims for reimbursement of expenses of any kind; (vii) any Claims for attorneys’ fees or costs; (viii) any Claims for benefits of any kind, including but not limited to those under the Employee Retirement Income Security Act (“ERISA”); (ix) any Claims of discrimination and/or harassment based on age, sex, race, religion, color, creed, disability, handicap, citizenship, national origin, ancestry, sexual orientation, 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; the Americans with Disabilities Act, the Company Immigration Reform and Control Act, the New York State Human Rights Law, the New York City Human Rights Law, or the termination Pennsylvania Human Relations Act) and any Claims for retaliation under any of such employmentthe foregoing laws; (x) any Claims regarding leaves of absence including, but not limited to, any Claims under the Family and Medical Leave Act; (xi) any Claims under the National Labor Relations Act; (xii) any Claims under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (xiii) any Claims for violation of public policy; (xiv) any whistleblower or retaliation Claims; (xv) any Claims for emotional distress or pain and suffering; providedand/or (xvi) any other statutory, howeverregulatory, common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, libel, slander, fraud, wrongful discharge, promissory estoppel, equitable estoppel and misrepresentation. (c) The term “Releasees” includes: all and singularly, HydroGen, L.L.C., HydroGen Corporation, and any of their direct or indirect parent, subsidiary, related or affiliated companies, and each of their past and present employees, officers, directors, attorneys, owners, partners, insurers, benefit plan fiduciaries and agents, and all of their respective predecessors, successors and assigns. (d) It is important that you understand that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsincludes all Claims known or unknown by you, 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 those that you may have to vested already asserted or accrued benefits raised as well as those that you have never asserted or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyraised.

Appears in 1 contract

Sources: Separation Agreement and General Release (HydroGen CORP)

General Release. For good EMPLOYEE agrees that the consideration stated herein represents settlement in full of all outstanding obligations owed to EMPLOYEE by EMPLOYER. EMPLOYEE understands this Agreement is a knowing and valuable considerationvoluntary waiver of claims by EMPLOYEE related to his employment with and separation from EMPLOYER. In exchange for the consideration set forth in this Agreement, and except for matters specifically provided in this Agreement, the receipt parties, on behalf of themselves, their representatives, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachrelease, 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, each other from any and all claims, demands, damages, losses, obligations, rights and causes of action, liabilities or obligations, whether known or unknown, pending including but not limited to, all claims, causes of action or administrative complaints that each now has or has ever had against each other relating in any way to EMPLOYEE'S employment with EMPLOYER. The parties agree not pending, liquidated to bring any lawsuits against each other relating to the claims that each has released nor will either party allow any to be brought or not liquidated, of every kind and nature whatsoever continued on the party's behalf or in the party's name (collectively, the "Released ClaimsRELEASED CLAIMS") ). The RELEASED CLAIMS include but are not limited to those which the Releasing Party has, has had or may have against any one or more of the Released Parties arising arise out of, relate to, or are based upon or in any way, directly or indirectly, related to the Company's business, my upon: (i) EMPLOYEE'S employment with the Company EMPLOYER or the termination of such employment; providedthereof, however(ii) statements, that this General Release shall have no effect whatsoever upon: acts or omissions by EMPLOYER whether in its individual or representative capacities, (aiii) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement express or implied agreements between the undersigned and the CompanyParties, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (biv) any and all obligations claims relating to or arising from EMPLOYEE'S right to purchase or actual purchase of the Released Parties to defendshares of stock of EMPLOYER including without limitation any claims for fraud, indemnifymisrepresentation, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedbreach of fiduciary duty, and/or breach of duty under applicable law and/or state corporate law, and securities fraud under any state or federal law, provided however that the respective charters parties reserve their rights to indemnification as set forth in Section C5(a) and by-laws of the Released PartiesE(4), and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofrespectively; and (cv) all state and federal statutes, including but not limited to claims based on race, sex, disability, age, or any other characteristic of EMPLOYEE under the Americans with Disabilities Act, the Older Worker's Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, Title VII of the Civil Rights Act of 1964 (as amended), the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Colorado Labor Peace Act, the Colorado Wage Claim Act, the Employee's Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, and/or the Worker Adjustment and Retraining Notification Act, and all rights federal and common law. The RELEASED CLAIMS include, but are not limited to, claims related to the undersigned negotiation and execution of this Agreement, including but not limited to claims that this Agreement was fraudulently induced. Notwithstanding the foregoing, EMPLOYER specifically reserves any claim or cause of action it may have to vested against EMPLOYEE based upon intentional unlawful conduct. EMPLOYER represents that as of the date of its execution of this Agreement, it is not aware of any act or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement omission of a Released PartyEMPLOYEE that constitutes intentional unlawful conduct.

Appears in 1 contract

Sources: Resignation Agreement (Heska 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 “Employment 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 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 payments and benefits as required by the Employment 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 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: Executive Employment Agreement (Penn Millers Holding Corp)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IEach Seller Party, for myself itself or himself and my successorson behalf of its or his Affiliates, successors and assigns, heirs hereby irrevocably and representatives (eachunconditionally waives, a "Releasing Party"), hereby release releases and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Buyer and its Affiliates and their respective directors, its stockholdersmanagers, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, employees from any and all rights, claims, demandsContracts, debts, liabilities, causes of action, liabilities obligations and Losses of any nature or obligationskind, whether direct or indirect, known or unknown, pending matured or not pendingcontingent, accrued or unaccrued, liquidated or not liquidatedunliquidated or due or to become due, of every kind whether for compensatory, special, consequential, incidental or punitive damages or equitable relief, whether based on fraud, contract or any other basis, and nature whatsoever (collectivelywhether arising in Law, the "Released Claims") which the Releasing Party has, has had in equity or may have against any one or more of the Released Parties arising out ofotherwise, based upon any facts, circumstances, occurrences or in omissions existing, occurring or arising prior to Closing (including any way, directly rights to indemnification for any pre-Closing matter or indirectly, related to the Company's business, my employment with the Company thing under any Organizational Documents or the termination of such employmentindemnification agreement); provided, however, that this General Release shall have no effect whatsoever upon: the foregoing release does not cover the following matters (and, for purposes of clarity, such matters are not hereby released or discharged): (a) with respect to Achak and ▇▇▇▇▇▇▇, (i) accrued but unpaid base salary for employment services to the extent arising after the Company's obligations’s last regularly scheduled payroll period and incurred in the Ordinary Course of Business, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”ii) or the rights vested benefits under any Company Benefit Plan set forth on Section 5.21 of the undersigned to enforce such obligations; Disclosure Schedule, or (b) claims, rights or remedies arising out of or under this Agreement or any and all obligations of the Released Parties to defendother Transaction Document. Further, 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 anyeach Seller Party, for acts itself or omissions himself and on behalf of each of its or his Affiliates, successors and assigns, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim released hereby, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Person released hereby based on any released claim. The release under this Section 9.9 will remain effective in all respects notwithstanding such additional or different facts and legal theories or the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested discovery of those additional or accrued benefits different facts or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partylegal theories.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (TTEC Holdings, Inc.)

General Release. For good (a) In exchange for the payments and valuable considerationbenefits set forth in Annex 1 attached hereto, other than payment of any Final Compensation, as defined in the Founder/Executive Chairman Compensation Agreement, dated as of August 26, 2021, by and between CUENTAS, INC., a Florida Corporation (the “Company”) and SHALOM ▇▇▇▇ ▇▇▇▇▇▇ (the “Executive”) (the “Agreement”), Executive, for himself and Executive’s heirs, family members, executors, estates, agents and assigns, or any controlled affiliate and any trust or other entity of which Executive or said heirs, estates or family directly or indirectly hold a majority beneficial interest (together, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Executive Releasors”), hereby release releases and forever discharge Comtech Telecommunications Corp. discharges each member of the Company Group (the "Company"defined below), its stockholdersand each of such member’s current or former owners, agents, officers, directorsexecutives, shareholders, agents, employees, agents and attorneysdirectors, attorneys or representatives, and their respective successorsall persons acting by, assignsthrough, heirs and representatives under or in concert with any member of the Company Group (each, a "collectively referred to as the “Released Party"Parties”), individually and collectively, from any and all claims, demands, causes of action, liabilities or claims, liabilities, obligations, promises, agreements, controversies, damages and expenses, known or unknown, pending which Executive ever had, or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party now 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 defendthe date Executive signs this general waiver and release of claims (the “Waiver and Release”), indemnifyincluding, hold harmless without limitation, those that arise out of or reimburse in connection with Executive’s employment with the undersigned under Company. The Released Parties are intended to be express third-party beneficiaries of this Waiver and Release, and this Waiver and Release may be enforced by each of them in accordance with the Indemnification Agreement between terms hereof in respect of the rights granted to such Released Parties hereunder. “Company Group” means, collectively, the Company and the undersignedeach of its subsidiaries and affiliates, and/or under applicable law and/or under the and each of their respective charters predecessors, successors 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 Partyassigns.

Appears in 1 contract

Sources: Founder/Executive Chairman Compensation Agreement (Cuentas Inc.)

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement between Sterling Bank and the Executive, dated January 25, 2006 (the “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")Bank, 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 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 ofBank 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 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 Bank under the Agreement, and (v) any claims Executive, may have under any plans or programs not covered by the Agreement in which Executive participated and under which Executive 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 Bank 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 Bank or any of its affiliates 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 the Bank 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 1 contract

Sources: Employment Agreement (Sterling Banks, 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 Effective for all purposes as of the date hereof, Executive acknowledges and valuable considerationagrees, the receipt on behalf of himself and adequacy each of which is hereby acknowledgedhis beneficiaries, Iestate, for myself successors and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party")“Releasor”) that: 4.1 Releasor represents and warrants that, hereby release as of the date hereof, he 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”). 4.2 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, known or unknownrights, pending or not pendingdemands, liquidated or not liquidatedcosts, losses, debts and expenses (including attorneys’ fees and costs incurred) of every kind and any nature whatsoever that Releasor may have, known, suspected or unsuspected, existing, including, but not limited to, those arising out of or in any way connected with or relating to the Merger Agreement, Releasor’s compensation and status as a shareholder or optionholder as part of Releasor’s consideration as part of the Merger, Original Bonus Agreement, or any rights to any Earn-Out Bonus thereunder (collectively, “Claims”); except that Claims do not include any claims to enforce the "Released Claims") which Parties’ respective rights, duties and obligations under this Amended Bonus Agreement. 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 Releasing Party hasParent or any of the Releasees relating to the Company’s failure to earn the Earn-Out Bonus in whole or in part due to any action taken by the Parent, and expressly acknowledges and agrees to the terms of Section 3 hereof. Releasor acknowledges and agrees as of the date hereof that he has had or not Claims against the Releasees, he is aware of nor suspects any prospective Claims he may have against the Releasees, nor of any one facts or more circumstances that might give rise to a claim if verified 4.3 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: 4.4 In consideration of execution of the Released Parties arising out ofReleases provided under this Section 4, based Executive shall be paid a sum of Ten Thousand Dollars ($10,000) upon receipt of this executed Amended Bonus Agreement (“Release Consideration”). The Release Consideration shall be paid to Executive at the next regular pay period of the Company after the Effective Date through normal payroll processing and subject to applicable tax withholdings consistent with Section 5.5. Releasor represents and acknowledges that he has read this release and understands its terms and has been given an opportunity to ask questions of the Parent’s representatives. Releasor further represents that in signing this release he does not rely, and has not relied, on any representation or statement not set forth in this release made by any way, directly or indirectly, related to the Company's business, my employment with representative of 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 Parent or anyone else with regard to the Change in Control Agreement between the undersigned and the Companysubject matter, dated [Date] (the “CIC Agreement”) basis or the rights effect of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless this release 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 Partyotherwise.

Appears in 1 contract

Sources: Bonus Agreement (Cafepress Inc.)

General Release. For good (a) In consideration for the above payments, and valuable considerationall of the terms of this Letter Agreement, the receipt and adequacy of which is hereby acknowledgedyou, ICameron D. McKeel, for myself yourse▇▇, ▇▇▇▇ ▇▇▇▇▇▇, representatives, executors, administrators, heirs, successors and my successors, assigns, heirs and representatives all persons connected therewith who might claim by, through or under them or any of them (each, a individually and collectively referred to as "Releasing PartyReleasors"), do hereby release release, remise and forever discharge Comtech Telecommunications Corp. (the "Company")HCB Bancshares, its stockholdersInc., HEARTLAND Community Bank, and all of their respective divisions, parent corporations, subsidiaries, related companies and affiliates, and all of their present and former officers, directors, employees, agents and attorneyspredecessors, and their respective successors, heirs, assigns, heirs agents, attorneys, representatives, executors and representatives administrators and any other person, firm, corporation or other entity charged or chargeable with responsibility or liability for the actions of any of them (each, a "Released Party"), individually and collectively, collectively referred to as "Releasees") of and from any and all claims, demands, causes of action, liabilities actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys' fees, damages, penalties, punitive damages and liability of any nature whatsoever, in law or obligationsin equity or otherwise, which the Releasors have had, now have, shall or may have in the future, whether known or unknown, pending foreseen or unforeseen, suspected or unsuspected, by reason of any cause, matter or thing whatsoever from the beginning of time up to and including the date that this Letter Agreement becomes effective. (b) By the release set forth above, you, Cameron D. McKeel, acknowledge t▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇leasors are giving up all claims and causes of action against Releasees, ▇▇▇▇▇▇▇ng but not pending, liquidated or not liquidated, limited to all claims and causes 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, action related to the Company's business, my your employment with the Company or and the Bank and the termination of such that employment; provided, howeverincluding claims for breach of contract or implied contract, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationswrongful, if anyretaliatory or constructive discharge, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companynegligence, dated [Date] (the “CIC Agreement”) misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, intentional or the rights negligent infliction of the undersigned to enforce such obligations; (b) emotional distress, any and all obligations other torts, and claims for attorneys' fees and costs, as well as the following statutory claims described below. (c) You, Cameron D. McKeel, further ackno▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇us local, state and federal laws prohibit discrimination based on age, gender, race, color, national origin, religion, disability, veterans' status or other protected classifications. These include, but are not limited to, Title VII of the Released Parties Civil Rights Act of 1964, 42 U.S.C. section 2000e et seq., the Civil Rights Act of 1866 and 1870, and the Civil Rights Act of 1991 (relating to defendgender, indemnifynational origin, hold harmless religion, race and certain other kinds of job discrimination); the Age Discrimination in Employment Act, 29 U.S.C. section 621 et seq., and the Older Worker Benefit Protection Act, 29 U.S.C. section 626(f) (relating to age discrimination in employment); the Rehabilitation Act of 1973, 29 U.S.C. section 701 et seq., and the Americans with Disabilities Act, 42 U.S.C. section 12101 et seq. (relating to discrimination on the basis of disability); Arkansas Civil Rights Act of 1993, section 16-123-101 et seq. (state law ▇▇▇▇▇▇▇▇▇ng discrimination in employment on various bases). You also understand and acknowledge that there are various federal and state laws governing employee benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Fair Labor Standards Act, 29 U.S.C. section 201 et seq., the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the Arkansas Equal Pay Law, Arkansas wage and hour laws, and various state wage payment and/or hour laws. You acknowledge that you are giving up any claims you may have under any of these statutes and under any other federal, state or reimburse municipal statute, ordinance, executive order, rule or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. (d) You further agree that neither you, nor anyone on your behalf shall or may seek, make application for, or be entitled to recover attorneys' fees and costs pursuant to any of the undersigned under aforementioned federal, state, municipal statutes, orders, rules or regulations, or any other such laws. You understand and acknowledge that the Indemnification release set forth in this paragraph applies to all causes of action or claims against Releasees, including but not limited to, employment-related claims, which you now have or may have had from the beginning of time up to the date that this Letter Agreement between becomes effective. (e) You further acknowledge and represent as follows: (i) You have carefully read and fully understand all of the provisions of this Letter Agreement, including the fact that you have agreed to release and forever discharge the Releasees from any legal action arising out of your employment with the Company and the undersignedBank, and/or under applicable law and/or the terms and conditions of such employment, and the termination of that employment; (ii) You waive all rights or claims against Releasees under the respective charters Age Discrimination and by-laws Employment Act, 29 U.S.C. section 621 et seq. ("ADEA") or otherwise, knowingly and voluntarily in exchange for consideration of value to which you are not otherwise entitled; (iii) You have been advised in writing by the Released PartiesCompany and the Bank, and/or pursuant and you have been given a reasonable opportunity, to insurance policiesconsult with an attorney or advisor of your choice in connection with this Letter Agreement, if any, for acts and your decision to waive any rights or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned claims you may have against Releasees under the ADEA or otherwise; (iv) You have been given a period of at least twenty-one (21) days within which to vested consider this Letter Agreement and your decision to enter into this Letter Agreement; (v) You have been informed by the Company and the Bank, that you have a period of seven (7) days from the date of execution to revoke this Letter Agreement, which shall not become effective or accrued benefits enforceable until this revocation period has expired; (vi) You understand that any revocation you make shall be in writing, sent by facsimile, hand delivery or entitlements under overnight mail to Paula Bergstrom, Corporate ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇e Bank, at HEARTLAND Community Bank, 237 Jackson Street, Camden, A▇▇▇▇▇▇▇ ▇▇▇▇▇; and (vii) ▇▇▇ further understand that if you revoke your acceptance as described above, this Letter Agreement shall be null and void in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyits entirety.

Appears in 1 contract

Sources: Severance Agreement (HCB Bancshares Inc)

General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Change in Control Severance Agreement, dated as of , 20 , to which Quorum Health Corporation. (the “Corporation”), QHCCS, LLC (the “Employer”), and (the “Executive”) are parties (the “Agreement”), the receipt 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. the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the "Company"“Corporation Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, 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 “Corporation 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, known 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, 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 Corporation Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCorporation Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) 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, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only: (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; Executive under this Waiver and Release of Claims and under the Agreement; (b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of any Corporation Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (e) claims (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement 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; Corporation Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Corporation Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Corporation Affiliated Group.

Appears in 1 contract

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

General Release. For (a) In consideration of the severance payment discussed in Paragraph 2 of this Agreement, which Employee warrants to be good and valuable considerationconsideration for the releases and covenants provided herein, the receipt Employee, on behalf of Employee and adequacy of which is hereby acknowledged, I, for myself and my successorsEmployee’s heirs, assigns, heirs and representatives (eachpersonal representatives, a "Releasing Party"), does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")Employer, its stockholdersparent, their affiliates, subsidiaries, divisions, predecessor companies, their successors and assigns, their affiliated and predecessor companies, including but not limited to Black Box (as defined above) and all of their current and former employees, owners, attorneys, shareholders, members, officers, directors, employees, directors and agents and attorneysthe current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of any of the aforementioned (collectively referred to throughout the remainder of this Agreement as “Releasees” or the “Released Parties”, and their respective successors, assigns, heirs and representatives (eachindividually, a "Released Party"), individually ”) from and collectively, from any and against all claims, demands, rights, liabilities, causes of action, liabilities and grievances, whether statutory or obligationsat common law, whether known or unknown, pending whether accrued or not pendingunaccrued, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims"“claims”, and individually, a “claim”) 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 relating in any way to, any acts or omissions done or occurring, in whole or in part, prior to and including the date Employee signed this Agreement, including, but not limited to, all such claims arising out of, or related in any wayway to, directly Employee’s employment or indirectlytermination of employment with Employer. THIS IS A GENERAL RELEASE. (b) Employee expressly acknowledges and agrees that, related to the Company's businessmaximum extent permitted by law, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: includes, but is not limited to, Employee’s release of (ai) any claims under Title VII of the Company's obligationsCivil Rights Act of 1964, if anythe Rehabilitation Act of 1973, to pay CIC Payments pursuant to the Change in Control Agreement between Americans with Disabilities Act of 1990, the undersigned Civil Rights Act of 1991, 42 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ • (▇▇▇) ▇▇▇-▇▇▇▇ • FAX (▇▇▇) ▇▇▇-▇▇▇▇ U.S.C. § 1981, the Equal Pay Act of 1963, the Workers Adjustment and Retraining Notification Act, the National Labor Relations Act, and the CompanyEmployee Retirement Security Act of 1974, dated [Date] the Family and Medical Leave Act of 1993 (“FMLA”) and the Age Discrimination in Employment Act of 1967 (CIC ADEA”), including all amendments to any of the aforementioned laws, (ii) any claims related to employee handbooks, personnel policies, and employment-related documents, (iii) any other federal, state, or local laws, decisions, rules, statutes, and regulations pertaining to employment, wrongful dismissal, employment termination, retaliation, harassment, express or implied contract, covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, and defamation, and (iv) any other claim in common law, contract, or tort. This General Release also includes claims arising because of continued effects of any acts or omissions that occurred on or before the date Employee signed this Agreement. (c) By signing this Agreement, Employee expressly acknowledges and agrees that, as of the date Employee signed this Agreement, Employee (i) has no reason to believe that Employee has suffered any injuries or occupational diseases arising out of or in connection with Employee’s employment with Employer, other than any such injuries or occupational diseases previously reported to Employer in writing; (ii) has received all wages, benefits, and other remuneration to which Employee was entitled to as an employee of Employer; (iii) has received all leave to which Employee was entitled under the FMLA and any comparable state or local laws; and (iv) is not aware of any facts or circumstances constituting a violation of the FMLA, the Fair Labor Standards Act (“FLSA”), the Pennsylvania Wage Payment and Collection Law, or any comparable federal, state, or local laws. (d) Notwithstanding the foregoing, Employee is not precluded from seeking to enforce any payment obligations or other entitlements specifically provided for under this Agreement, or filing a charge with the U.S. Equal Employment Opportunity Commission (“EEOC”) or a parallel state or local agency or participating in an investigation conducted by the rights EEOC or a parallel state or local agency, to the maximum extent permitted by law; however, Employee expressly waives Employee’s right to any monetary recovery or any other individual relief in connection with (i) any charge filed with the EEOC or a parallel state or local agency arising out of or related to Employee’s employment and/or the severing of that employment with Employer, or (ii) any claim pursued on Employee’s behalf by any federal, state, or local administrative agency or any other person arising out of or related to Employee’s employment and/or the severing of that employment with Employer. Employee expressly acknowledges and agrees that as of the undersigned to enforce such obligations; (b) date that Employee signs this Agreement, Employee has not filed any and all obligations of the Released Parties to defendgrievances, indemnifyclaims, hold harmless complaints, administrative charges, 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 lawsuits against any 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 (Black Box Corp)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself Executive and my for Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the Company, and its subsidiaries, affiliates and related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, together with each of their respective owners, assigns, heirs agents, directors, general and representatives (eachlimited partners, a "Releasing Party")shareholders, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, agents and attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, and any of their respective successors, assignspredecessors and successors and each of their estates, heirs and representatives assigns (each, a "Released Party"), individually and collectively, the “Company Releasees”) from any and all charges, allegations, complaints, claims, demandsliabilities, obligations, promises, agreements, causes of action, liabilities rights, costs, losses, debts and expenses of any nature whatsoever, including those arising from or obligationsrelated to the Executive’s Change in Control and Severance Agreement, dated June 26, 2017, known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected (collectively, the "Released Claims") which Executive or the Releasing Party hasReleasors ever had, has had now have, may have, or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any one or more of the Released Parties other Company Releasees: (a) from the beginning of time to the date upon which Executive signs this Agreement, (b) arising out of, based upon or in any wayrelating to, directly or indirectly, related to the Company's business, my Executive’s employment with the Company or and/or the termination of such Executive’s employment; or (c) arising out of or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the EXECUTION VERSION Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to any of the aforementioned acts or under any common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the foregoing; provided, however, that nothing in 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”) release or the impair any 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 that cannot be waived 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 Partylaw.

Appears in 1 contract

Sources: Employment Agreement

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 sue 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 Fourth Amendment and Restatement 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 sue (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 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 or (iv) any rights that the Deerfield Entities may have under the Exchange Agreement or the rights Exchange Registration Rights Agreement. Each Seller, on its behalf and, to 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 undersigned claims released hereby, but each Seller, on its behalf and on behalf of the Seller Releasing Parties, intends to enforce such obligations; (b) 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 1 contract

Sources: Securities Purchase Agreement (Warburg Pincus Private Equity X, L.P.)

General Release. For good You release, relinquish, and valuable considerationgive up any and all claims, suits and causes of action, known or unknown, which you may have or hold against any of the receipt Inovalon Parties in any way arising out of, relating to, or resulting from: (a) your employment with any of the Inovalon Parties or the termination thereof; (b) any fact, statement, or conduct made or occurring prior to the execution of this Agreement by you; (c) any employment or business custom, practice, or policy of any of the Inovalon Parties; or (d) any conduct or decision of any of the Inovalon Parties which in any way affected you, or discussions leading up to and/or culminating in this Agreement, or your rights, if any, to any benefit due you under any pension plan based upon your service with the Company through the Termination Date. This is a general release of all claims and adequacy of which is hereby acknowledged, I, for myself you knowingly and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby voluntarily release and forever discharge Comtech Telecommunications Corp. (the "Company"), and its stockholdersaffiliates, subsidiaries, divisions, and related companies, and its and their present, former, and future successors and assignees, and all of its and their current, former, and future owners, officers, directorsstockholders, employees, agents and officers, attorneys, and their respective successorsaccountants, directors, assigns, heirs and representatives agents thereof, both individually and in their representative capacities, and insurers, Company employee benefit plans, programs, arrangements and their administrators, functionaries and fiduciaries (eachcollectively, a "Released Party"the “Inovalon Parties”), individually of any and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or and unknown, pending or not pendingasserted and unasserted, liquidated or not liquidatedforeseeable and unforeseeable which against the Inovalon Parties, of every kind you, your heirs, executors, administrators, successors, and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had assigns have or may have against any one or more as 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 date of the undersigned to enforce such obligationsexecution of this Agreement by you, including but not limited to, any alleged violation of: the National Labor Relations Act, as amended; (b) any and all obligations Title VII of the Released Parties to defendCivil Rights Act of 1964, indemnifyas amended; the Civil Rights Act of 1991, hold harmless or reimburse as amended; the undersigned under Americans with Disabilities Act of 1990, as amended; the Indemnification Agreement between Family and Medical Leave Act, as amended; the Company Age Discrimination in Employment Act, as amended; the Occupational Safety and Health Act of 1990, as amended; the undersigned▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Maryland Occupational Safety and Health Laws, and/or under applicable law and/or under as amended; the respective charters and by-laws of Maryland Equal Pay Law, as amended; the Released PartiesMaryland Human Rights Act, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofamended; and (c) any and all other federal, state or local civil or human rights the undersigned may have to vested law or accrued benefits any other federal, state or entitlements under and local law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegations for compensation, damages, costs, fees, or other expenses, including attorneys’ fees incurred in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythese matters.

Appears in 1 contract

Sources: Executive Separation Agreement and Release (Inovalon Holdings, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, Ieach Seller, for myself for: (i) itself, (ii) any parent or Subsidiary thereof, and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (iii) the "Company"), its stockholdersrespective partners, officers, directors, shareholders, successors and assigns of all of the foregoing persons and entities, (a) reaffirms the Repurchase Agreement and the other Transaction Documents and acknowledges that the security interests granted to Buyer in the Repurchase Agreement (including, without limitation, the security interest granted to Buyer in the event that any court or other forum re-characterizes any Transaction under the Repurchase Agreement as a loan) are continuing and in full force and effect in favor of Buyer; (b) acknowledges that (i) as of the date hereof, the aggregate Repurchase Price of all Purchased Assets is $[____] and (ii) all amounts owing under the Repurchase Agreement and the other Transaction Documents shall be due and payable on the applicable date provided for therein; (c) hereby releases and forever discharges Buyer and each of its subsidiaries, affiliates, its past, present and future officers, directors, agents, employees, agents partners, managers, shareholders, servants, attorneys and attorneysrepresentatives, and their respective as well as their, successors, assigns, heirs their respective heirs, legal representatives, legatees, predecessors-in-interest, successors and representatives (eachassigns, a "Released Party"), individually of and collectively, from any and all actions, claims, demands, damages, debts, suits, contracts, agreements, losses, liabilities, indebtedness, causes of actionaction either at law or in equity, obligations of whatever kind or nature, accounts, defenses, and offsets against liabilities or and obligations, whether known or unknown, pending direct or not pendingindirect, liquidated new or not liquidatedexisting, by reason of every kind any matter, cause or thing whatsoever occurring on or prior to the date hereof arising out of or relating to any matter or thing whatever, including without limitation, such claims and nature whatsoever (collectivelydefenses as fraud, the "Released Claims") misrepresentation, breach of duty, mistake, duress, usury, claims pertaining to so-called “lender liability,” and claims pertaining to creditor’s rights, which the Releasing Party such party ever had, now has, has had or may might hereafter have against the other, jointly or severally, for or by reason of any one matter, act, omission, cause or more thing whatsoever occurring, on or prior to the date of the Released Parties arising out ofthis Joinder and Amendment, based upon that is related to, in whole or in any waypart, directly or indirectly, related the Transactions, the Repurchase Agreement, the Transaction Documents and this Joinder and Amendment; and (d) warrants, represents and acknowledges that it has no defenses to the Company's businesspayment of, my employment with nor any right to set off against, all or any of the Company JPMCF Repurchase Obligations set forth in the Transaction Documents, nor any counterclaims 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 other rights of the undersigned action against Buyer of any kind whatsoever, including, without limitation, any right to enforce such obligations; (b) contest any and all obligations of the Released Parties following: the enforceability, applicability or validity of any provisions of the Transaction Documents, Buyer’s right to defendall proceeds of the Scheduled Assets, indemnifythe existence, hold harmless validity, enforceability, or reimburse perfection of any security interest or mortgage in favor of Buyer, the undersigned conduct of Buyer in administering the Transaction Documents and any legal fees and expenses incurred by the Buyer under the Indemnification Agreement between Repurchase Agreement, the Company other Transaction Documents or this Joinder 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 PartyAmendment.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

General Release. For good Effective at the Closing, each TopCo Seller, on his or her own behalf and valuable considerationon behalf of his or her respective heirs, the receipt family members, executors, agents, and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party"“Releasors”), hereby release and forever discharge Comtech Telecommunications Corp. (releases Buyer, the "Company")Company and TopCo and their past, its stockholders, present and future officers, directorsagents, managers, employees, agents investors, stockholders, administrators, affiliates, parents, predecessor and attorneyssuccessor corporations and assigns (collectively, the “Releasees”) from, and their respective successorsagrees not to ▇▇▇ concerning, assignsor in any manner to institute, heirs prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that such Releasors may possess against any of the Releasees arising from any omissions, acts, facts, or damages relating to any matter involving such TopCo Seller’s relationship with TopCo occurring prior to the Closing, including the right to any payments in respect of any TopCo Capital Stock held thereby as of immediately prior to the Closing, other than the payments, in the amounts and representatives subject to the terms, explicitly set forth in this Agreement or, to the extent applicable, the Company Purchase Agreement (eachcollectively, but excluding the Excluded Matters described below, the “Released Matters”). Such Releasors agree that the release set forth in this section shall be and remain in effect in all respects as a "Released Party"complete general release as to the matters released. The foregoing notwithstanding, this release does not extend to any rights of such Releasor (a) under the explicit terms of this Agreement or any other Transaction Document, (b) for any accrued and unpaid salary and other unpaid employee benefits and reimbursements that have vested or accrued prior to the Closing, including any vacation pay or paid time off, (c) to any transaction bonuses payable pursuant to a written agreement (which for the avoidance of doubt constitute TopCo Transaction Expenses or Company Transaction Expenses, as the case may be ,hereunder), individually and in each case owed by the Company or TopCo, (d) to any Releasor’s rights to indemnification or advancement of expenses (whether under the TopCo Charter Documents, insurance policy or other Contract of TopCo), (e) with respect any claims that cannot be released as a matter of law or (f) that arise after the Effective Time (collectively, from any the “Excluded Matters”). Each of such Releasors, having consulted with counsel, hereby agrees and acknowledges that he, she or it is aware that applicable laws in such Releasor’s state of domicile may provide that such Releasor has the right not to release existing claims of which such Releasor is not aware unless such Releasor voluntarily chooses to waive this right and that such Releasor nevertheless hereby voluntarily waives such right and elects to assume all claimsrisks for all Released Matters that now exist in his, demands, causes of action, liabilities her or obligationsits favor, known or unknown. Each TopCo Seller represents that he or she has no lawsuits, claims, or actions pending in his or not pendingher name, liquidated or not liquidatedon behalf of any other Person, of every kind and nature whatsoever (collectivelyagainst Buyer, 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 TopCo or any of 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 other Releasees with respect to the Change in Control Agreement between the undersigned Released Matters, and the Company, dated [Date] (the “CIC Agreement”) that he or the rights she does not intend to bring any claims on his or her own behalf or on behalf of any other Person against TopCo or any of the undersigned other Releasees 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 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.Matters. ARTICLE IX INDEMNIFICATION 9.1

Appears in 1 contract

Sources: Merger Agreement

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 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 Release and having the right and opportunity to consult with his 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 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 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 (Silverbox Engaged Merger Corp I)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt forbearance and adequacy amendment provided for herein, and any other financial accommodations which Agent and Lenders elect to extend to Borrowers and/or the Parent, each of which is hereby acknowledgedthe Borrowers forever waives, Ireleases and discharges any and all claims (including, for myself without limitation, cross-claims, counterclaims, rights of setoff and my recoupment), causes of action, demands, suits, costs, expenses and damages that it 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, "Claims"), against any Agent, any Lender and any Swingline Lender (in their respective capacities as such or in any other capacity) and any of their respective subsidiaries and affiliates, and each of their respective 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 agents, attorneys and attorneys, 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, of every kind and nature whatsoever (collectively, the "Released ClaimsLender Releasees") which ), based in whole or in part on facts, whether or not known, existing on or prior to the Releasing Party hasdate of this Agreement. The receipt by any Non-FKP Borrower or the Parent of any Loans or other financial accommodations made by Agent, has had or may have Lenders and any Swingline Lender after the date hereof shall constitute a ratification, adoption and confirmation by the Non-FKP Borrowers of the foregoing general release of all Claims of any Non-FKP Borrower against any one or more of the Released Parties arising out of, Lender Releasee which are based upon in whole or in any waypart on facts, directly whether or indirectlynot now known or unknown, related existing on or prior to the Company's businessdate of receipt of any such Loans or other financial accommodations. The receipt by FKP of any Loans or other financial accommodations made by Agent, my employment with Lenders and any Swingline Lender after the Company date hereof shall constitute a ratification, adoption and confirmation by FKP that the foregoing general release of all Claims of FKP against any Lender Releasee which are based in whole or in part on facts, whether or not known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. The provisions of this Section 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 Loan Agreement 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 1 contract

Sources: Stock Purchase Agreement (Lois/Usa 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 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 Party.Obligations. ​ ​

Appears in 1 contract

Sources: Credit Agreement (Osmotica Pharmaceuticals PLC)

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. As a material inducement to VoIP to enter into this Agreement, ▇▇▇▇▇, on behalf of himself and valuable considerationhis heirs, the receipt executors, administrators, successors and adequacy of which is assigns, does hereby acknowledgedirrevocably and unconditionally release, Iacquit and forever discharge VoIP, for myself and my its divisions, subsidiaries, affiliates and all owners, stockholders, predecessors, successors, assigns, heirs and representatives (eachagents, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, agents representatives, and attorneys, and their respective successorsacting by, assignsthrough, heirs and representatives (eachunder or in concert with VoIP or any parent, a "Released Party"), individually and collectivelysubsidiary or related entity, from any and all charges, complaints, grievances, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated joint or not liquidatedseveral, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, VoIP has had or may hereafter claim to have had, against VoIP by reason of any one matter, act, omission, cause or more event whatever from the beginning of time. ▇▇▇▇▇ agrees that this waiver and release does not apply to any rights or claims that may arise under the Released Parties arising out ofADEA after the Effective Date of this Agreement. ▇▇▇▇▇ acknowledges that the consideration given for this waiver and Release Agreement is in addition to anything of value to which ▇▇▇▇▇ was already entitled. ▇▇▇▇▇ further acknowledges that he has been advised by this writing that he should consult with an attorney prior to executing this Agreement. This release and waiver of Claims specifically includes, based upon or but without limiting the foregoing general terms, the following: Any and all Claims which might have been asserted by ▇▇▇▇▇ in any waysuit, directly claim, or indirectlycharge, related for or on account of any matter or things whatsoever that has occurred up to and including the Company's businessdate of this Agreement, 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) under any and all obligations of the Released Parties to defendlaws, indemnifystatutes, hold harmless orders, regulations, 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 any Claim in contract 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 Partytort.

Appears in 1 contract

Sources: Settlement Agreement (Voip 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 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 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 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. 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 As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments and benefits to be made by the Company and the Parent to the Executive in accordance with Paragraphs 2 and 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 that the Executive signs this Agreement), 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, and subject to Paragraph 10 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”), Securities Exchange Commission, or another governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release: any 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 by the Older Workers Benefit Protection Act of 1990) (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; the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Immigration Reform Control Act; the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; 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 his employment with the Company, his services to the Parent, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company, 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 release and discharge. The Executive 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 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 (i) to enforce the terms of this General Release shall have no effect whatsoever upon: Agreement and to receive payment of amounts or benefits hereunder, including, without limitation, the Separation Payment and COBRA Payment, (aii) the Executive’s right to benefits due to terminated employees under any employee benefit plan of the Company's obligations, if anythe 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 rights to pay CIC Payments elect continuation coverage pursuant to Part 6 of Title I of ERISA and Section 4980B of the Change Internal Revenue Code of 1986, as amended (“COBRA”), (iii) the Executive’s right to indemnification as an officer and director of the Company and the Parent in Control Agreement between accordance with the undersigned 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 to continued coverage under the Company’s and any Directors and Officers liability insurance policies covering directors and officers of the Parent and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned as in effect from time 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 thereoftime; and (civ) 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 Partydate that the Executive signs this Agreement.

Appears in 1 contract

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

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 Third 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 considerationa. 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 sue 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. 9 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 3.5 shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the Obligations. 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. b. 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 sue (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 3.5(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 Party.such violation. Table of Contents

Appears in 1 contract

Sources: Credit Agreement (Hallador Energy Co)

General Release. For good In consideration of the benefits set forth herein and valuable considerationin the Separation Agreement, Employee hereby fully, finally, and completely releases the receipt and adequacy of which is hereby acknowledgedCompany, ITETRA, for myself and my their respective predecessors, successors, assignssubsidiaries, heirs members, stockholders and representatives (each, a "Releasing Party"), hereby release Affiliates and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their respective officers, directors, managers, control persons, employees, agents and agents, attorneys, representatives and their respective successors, assigns, heirs and representatives assigns of any of them (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, liabilities of whatever kind or obligationscharacter, whether now known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (collectively, “Claims”), arising from, relating to, or in any way connected with, any facts or events occurring on or before the "Released Claims") which the Releasing Party has, has had or execution of this Release Agreement that he may have against the Company or any one or more of the Released Parties Parties, including, but not limited to any such Claims arising out of, based upon of or in any way, directly or indirectly, way related to the Company's business, my Employee’s employment with the Company Company, or any Affiliate thereof, or the termination of such employment; provided, howeverincluding but not limited to, any violation of any federal, state or local statute or regulation, any breach of contract, any wrongful termination, or other tort or cause of action. Employee confirms that this General Release shall Agreement was neither procured by fraud, nor signed under duress or coercion. Further, Employee waives and releases the Company and each Released Party from any Claims that this Release Agreement was procured by fraud or signed under duress or coercion so as to make the Release Agreement not binding. Employee understands and agrees that by signing this Release Agreement, he is giving up the right to pursue any legal Claims released herein that he may currently have no effect whatsoever upon: against the Company or any Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only Claims that are excluded from this Release Agreement are (ai) Claims arising after the Company's obligationsdate of this Release Agreement, if any, to pay CIC Payments pursuant including any future Claims relating to the Change in Control Agreement between Company’s and TETRA’s performance of its obligations under the undersigned Separation Agreement, (ii) any claim for unemployment compensation, (iii) any claim for workers’ compensation benefits, and (iv) any vested, future benefits which Employee is entitled to receive under any Company “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, 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 Partyregulations promulgated thereunder.

Appears in 1 contract

Sources: Separation and Release Agreement (Tetra Technologies Inc)

General Release. (a) For good and valuable considerationin consideration of the Payment and the other agreements made by the Company 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 hereinafter collectively referred to as the "Released PartyReleasees"), 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, executions and demands of any kind whatsoever, which you or obligationsyour heirs, executors, administrators, successors and assigns ever had, now have or may have against the Releasees or any of them, in law, admiralty or equity, whether known or unknownunknown to you, pending for, upon, or not pendingby reason of, liquidated any matter, fact, action, omission, course or not liquidatedthing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in relationship to your employment or other service relationship with the Company or its affiliates, the termination of every kind any such employment or service relationship and nature whatsoever any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates (collectively, such released claims are collectively referred to herein as the "Released Claims") which the Releasing Party has, has had or may have against any one or more of ); provided that the Released Parties arising out ofClaims shall not include any claims to enforce your rights under, based upon or in any wayand you shall retain the right to bring claims with respect to, directly or indirectly(i) this Agreement, related to (ii) benefits under the Company's businessdirectors' and officers' liability insurance policies, my employment (iii) indemnification to the extent provided under the Company's charter or by-laws, and (iv) benefits due to you in accordance with the provisions of any applicable Company employee benefit plan or under COBRA. (b) Notwithstanding the termination generality of such employment; provided, however, that this General Release shall have no effect whatsoever upon: 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 Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 (except with respect to defendbenefits under Section 10(a)(iv) above), indemnifythe Americans with Disabilities Act, hold harmless the Family and Medical Leave Act of 1993, and any and all other federal, state or reimburse the undersigned 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 Indemnification Agreement between the Company common law, including compensatory damages, punitive damages, attorney's fees, costs, expenses and the undersigned, and/or under applicable law and/or under the respective charters and by-laws all claims for any other type of the Released Parties, and/or pursuant to insurance policies, if any, for acts damage or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and relief. (c) You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other 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 all rights that the undersigned may Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven days after it is signed, and you understand that you will not receive any payments due you under this Agreement until such seven day revocation period (the "Revocation Period") has passed and then, only if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one days after its delivery to vested or accrued benefits or entitlements under and in accordance with any applicable planyou, agreement, 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 day period was entirely voluntary.

Appears in 1 contract

Sources: Resignation Agreement (Sirius Satellite Radio Inc)

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 (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 (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 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 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 PartyEmployment Agreement.

Appears in 1 contract

Sources: Employment Agreement (Devon Energy Corp/De)

General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Separation Agreement, dated as of November 4, 2016 (the “Separation Agreement”), by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the “Executive”), and US LBM Holdings, LLC (the “Company”), the receipt 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. the Company, and its subsidiaries and affiliates (collectively, the "Company"“Company Affiliated Group”), its stockholders, the ▇▇▇▇▇ Persons (as defined in the Separation Agreement) and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, agents employee benefits plans (and attorneysthe fiduciaries thereof), and their respective the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “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, known 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, 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 or a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Released Party (an “Action”), including, without limitation, arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCompany Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) 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: unsaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only: (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; Executive under the Separation Agreement; (b) any and all obligations the right of the Released Parties Executive to defendreceive benefits required to be provided in accordance with applicable law; (c) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of the Released PartiesCompany or any of its affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (d) claims for benefits under any health, and/or pursuant to disability, retirement, supplemental retirement, deferred compensation, life insurance policiesor other, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or similar 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 benefit plan or arrangement of a Released Partythe Company Affiliated Group, excluding severance pay or termination benefits except as provided in the Separation Agreement; (e) the right of the Executive in respect of the Common Units owned by the Executive and Retained Operating Units (as these terms are defined under the Separation Agreement); and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.

Appears in 1 contract

Sources: Separation Agreement (Us LBM Holdings, 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 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 (a) Seller, on behalf of itself and valuable consideration, the receipt and adequacy of its Affiliates 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 attorneysit controls, and their respective successorssuccessors and assigns (collectively, assigns, heirs and representatives (each, a "Released Party"the “Seller Releasors”), individually hereby knowingly and voluntarily releases and forever discharges, effective as of the Closing Date, Buyer and the Company, and each of their respective past, present and/or future Affiliates and Representatives (collectively, the “Buyer Released Parties”), from any and all Proceedings, claims, demandssuits, controversies, 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, whether known or unknown, pending or not pending, liquidated or not liquidatedcontingent, which the Seller or any other Seller Releasor ever had, now have or may have relating to, arising out of every kind or in any way connected with the dealings of the Company, on the one hand, and nature whatsoever the Seller and the other Seller Releasors, on the other hand, or any circumstance, agreement, action, omission, event or matter occurring or existing between the Company on the one hand and the Seller and the other Seller Releasors on the other hand, in each case, prior to the Closing Date (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 the Seller Released Claims shall not include any of the terms, conditions or other provisions or obligations 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 Transaction Documents, or any claims with respect to enforce such obligations; Fraud. (b) Buyer, on behalf of itself and its Affiliates which it controls (including the Company from and after the Closing) , and their respective successors and assigns (collectively, the “Buyer Releasors”), hereby knowingly and voluntarily releases and forever discharges, effective as of the Closing Date, Seller, and each of its past, present and/or future Affiliates and Representatives (collectively, the “Seller Released Parties”), from any and all obligations Proceedings, claims, suits, controversies, 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 of any nature whatsoever in law and in equity, whether known or unknown, liquidated or contingent, which the Buyer or any other Buyer Releasor ever had, now have or may have relating to, arising out of or in any way connected with the dealings of the Released Parties to defendCompany and/or the Seller, indemnifyon the one hand, hold harmless and the Buyer and the other Buyer Releasors, on the other hand, or reimburse the undersigned under the Indemnification Agreement any circumstance, agreement, action, omission, event or matter occurring or existing between the Company and/or the Seller on the one hand and the undersignedBuyer and the other Buyer Releasors on the other hand, and/or under applicable law and/or under in each case, prior to the respective charters and by-laws Closing Date (collectively, the “Buyer Released Claims”); provided, however, that the Buyer Released Claims shall not include any of the Released Partiesterms, and/or pursuant conditions or other provisions or obligations under this Agreement or the Transaction Documents, or any claims with respect to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and Fraud. (c) Each of the Seller and the Buyer acknowledges that the Laws of many states provide substantially the following: “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.” Each of the Seller and the Buyer acknowledges that such provisions are designed to protect a party from waiving claims which he does not know exist or may exist. Nonetheless, each of the Seller and the Buyer agrees that, effective as of the Closing Date, the Seller and the other Seller Releasors and the Buyer and the other Buyer Releasors shall be deemed to waive any such provision. (d) Each of the Seller and all rights the undersigned may have Buyer further agrees that it shall not, and shall not permit any Affiliates which it controls to, (i) institute a lawsuit or other legal proceeding based upon, arising out of, or relating to vested any of the Seller Released Claims or accrued benefits the Buyer Released Claims, as applicable, (ii) participate, assist, or entitlements under and cooperate in accordance with any applicable plansuch proceeding, agreementor (iii) encourage, program, award, policy or arrangement of a Released Partyassist and/or solicit any third party to institute any such proceeding.

Appears in 1 contract

Sources: Equity Purchase Agreement (Guardion Health Sciences, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Purchasers’ and adequacy the Collateral Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Company 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 sue 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 the Collateral Agent and Purchasers in any capacity and their affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents 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 First Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Note 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 Company and collectivelythe other Loan Parties, from on the one hand, and the Collateral Agent and/or the Purchasers, 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 Loan Parties, on the one hand, and the Purchasers, on the other hand, but only to the extent such dealings or relationships relate to any or all claimsof the documents, demandstransactions, causes actions or omissions referenced in clause (i) hereof. The receipt by the Company or any other Loan Party of actionthe proceeds of any Notes or other financial accommodations made by the Collateral Agent and the Purchasers after the First Amendment Effective Date shall constitute a ratification, liabilities adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or obligationsin part on facts, whether or not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such proceeds or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Amendment, the "Released Claims") which the Releasing Company and each other Loan Party hasconsulted with, and has had 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 thereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Note Purchase 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 Note 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 1 contract

Sources: Note Purchase Agreement (Neptune Wellness Solutions 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 ’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’s obligations to provide the payments and benefits set forth in the Separation Agreement and General Release dated August 9, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] 2022 (the “CIC Separation 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: Separation Agreement (Comtech Telecommunications Corp /De/)

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 In consideration of the Administrative Agent’s willingness to enter into this Amendment, on behalf of the Lenders, each Loan Party hereby releases and valuable considerationforever discharges the Administrative Agent, the receipt L/C Issuer, the Swingline Lender, the Lenders and adequacy each of which is hereby acknowledgedthe foregoing’s respective predecessors, I, 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 successorsaffiliates, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsmanner of actions, causes of action, liabilities or suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims, liabilities, obligations, affirmative defenses, counterclaims, setoffs and demands whatsoever, whether known or unknown, pending foreseen or not pendingunforeseen, liquidated asserted or not liquidatedunasserted, in law, equity or otherwise, whether for tort, fraud, contract, violations of every kind federal or state laws, or otherwise, that any Loan Party would have been legally entitled to assert, based on, relating to, or in any manner arising from, in whole or in part, which arise out of or are related to this Amendment, the Credit Agreement, the other Loan Documents, the Secured Obligations or the Collateral and nature whatsoever the transactions contemplated thereby (any of the foregoing, a “Released Claim” and collectively, the "Released Claims") which ”). Without limiting the Releasing generality of the foregoing, each Loan Party hasabsolutely, has had unconditionally and irrevocably waives and affirmatively agrees not to allege or otherwise pursue any of the Released Claims, or any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they have or may have against under, or in connection with, any one or more Released Claim released and/or discharged by the Loan Parties pursuant to this Section 3.11. The foregoing release, covenant and waivers of this Section 3.11 shall survive and remain in full force and effect regardless of the Released Parties arising out ofconsummation of the transactions contemplated hereby, based upon the repayment or in prepayment of any wayof the Loans, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; providedthe Credit Agreement, howeverthis Amendment, 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”) any other Loan Document or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless provision hereof 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: Credit Agreement (Viskase Holdings, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself Executive and my for Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the Company, and its subsidiaries, affiliates and related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, together with each of their respective owners, assigns, heirs agents, directors, general and representatives (eachlimited partners, a "Releasing Party")shareholders, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, agents and attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, and any of their respective successors, assignspredecessors and successors and each of their estates, heirs and representatives assigns (each, a "Released Party"), individually and collectively, the “Company Releasees”) from any and all charges, allegations, complaints, claims, demandsliabilities, obligations, promises, agreements, causes of action, liabilities rights, costs, losses, debts and expenses of any nature whatsoever, including those arising from or obligationsrelated to the Executive’s Change in Control and Severance Agreement, dated May 23, 2018, known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected (collectively, the "Released Claims") which Executive or the Releasing Party hasReleasors ever had, has had now have, may have, or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any one or more of the Released Parties other Company Releasees: (a) from the beginning of time to the date upon which Executive signs this Agreement, (b) arising out of, based upon or in any wayrelating to, directly or indirectly, related to the Company's business, my Executive’s employment with the Company or and/or the termination of such Executive’s employment; or (c) arising out of or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to any of the aforementioned acts or under any common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent 1 The specifics of the actual payments will be added consistent with the Employment Agreement. 2947062.v11 inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the foregoing; provided, however, that nothing in 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”) release or the impair any 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 that cannot be waived 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 Partylaw.

Appears in 1 contract

Sources: Employment Agreement (Sarepta Therapeutics, 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 (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)