Common use of Legal Releases Clause in Contracts

Legal Releases. (a) Executive, on behalf of Executive and Executive’s heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of Executive (collectively, the “Executive Releasers”), hereby fully and forever releases and discharges the Company, its past, present and future subsidiaries, and each of their respective officers, directors, independent contractors, attorneys and insurers (collectively, the “Executive Releasees”) of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that the Executive Releasers, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission arising out of Executive’s employment relationship with, and/or service as a member of the Board (if any) for, the Company or its subsidiaries occurring on or before the Effective Date, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, including, but not limited to, any rights or claims based upon any discrimination proscribed by the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1967, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Delaware Employment Discrimination Law, the Florida Civil Rights Act, or any other federal, state or local employment-related and/or anti-discrimination law, rule or regulation in any jurisdiction and all claims relating to equity incentives of any kind, except as specifically set forth in the Agreement; provided, however, that, notwithstanding the foregoing or anything else contained in the Agreement or this Release, the release set forth in this paragraph shall not extend to the rights of Executive pursuant to: (i) Section 3(c) (Stock Options) and Section 3(e) (Special Bonus) and of the Agreement, which sections shall survive the signing of this Release; (ii) any vested, unpaid rights under any pension, retirement, profit sharing or similar plan; or (iii) Executive’s rights, if any, to indemnification, and/or defense under any Company certificate of incorporation, bylaw and/or policy or procedure, or under any insurance contract, in connection with Executive’s acts or omissions within the course and scope of Executive’s employment with the Company. Executive hereby warrants that Executive has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. Executive further states and agrees that Executive has not experienced any illness, injury, or disability that is compensable or recoverable under the worker’s compensation laws of any state that was not reported to the Company by Executive before the Effective Date, and Executive agrees not to file a worker’s compensation claim asserting the existence of any such previously undisclosed illness, injury, or disability. Executive understands and agrees that by signing this Release, Executive is giving up any right to bring any legal claim against the Company concerning, directly or indirectly, Executive’s employment relationship with the Company, including Executive’s separation from employment. Executive agrees that this Release is intended to be interpreted in the broadest possible manner in favor of the Company to include all actual or potential legal claims that Executive may have against the Company, except as specifically provided otherwise in this Release.

Legal Releases. (a) Executive, on behalf of Executive and Executive’s heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of Executive (collectively, the “Executive Releasers”), hereby fully and forever releases and discharges the Company, its past, present and future subsidiaries, and each of their respective officers, directors, independent contractors, attorneys and insurers (collectively, the “Executive Releasees”) of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that the Executive Releasers, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission arising out of Executive’s employment relationship with, and/or service as a member of the Board (if any) for, the Company or its subsidiaries occurring on or before the Effective Date, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, including, but not limited to, any rights or claims based upon any discrimination proscribed by the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1967, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Delaware Employment Discrimination Law, the Florida Civil Rights Act, or any other federal, state or local employment-related and/or anti-discrimination law, rule or regulation in any jurisdiction and all claims relating to equity incentives of any kind, except as specifically set forth in the Agreement; provided, however, that, notwithstanding the foregoing or anything else contained in the Agreement or this Release, the release set forth in this paragraph shall not extend to the rights of Executive pursuant to: (i) Section 3(c3(d) (Stock OptionsAppreciation Rights) (including, for the avoidance of doubt, any written agreements between the Company and Executive entered into pursuant to the Stock Appreciation Rights provision of Section 3(d)), Section 3(e) (Special Bonus) and Section 3(f) (Commission Plan) of the Agreement, which sections shall survive the signing of this Release; (ii) any vested, unpaid rights under any pension, retirement, profit sharing or similar plan; or (iii) Executive’s rights, if any, to indemnification, and/or defense under any Company certificate of incorporation, bylaw and/or policy or procedure, or under any insurance contract, in connection with Executive’s acts or omissions within the course and scope of Executive’s employment with the Company. Executive hereby warrants that Executive has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. Executive further states and agrees that Executive has not experienced any illness, injury, or disability that is compensable or recoverable under the worker’s compensation laws of any state that was not reported to the Company by Executive before the Effective Date, and Executive agrees not to file a worker’s compensation claim asserting the existence of any such previously undisclosed illness, injury, or disability. Executive understands and agrees that by signing this Release, Executive is giving up any right to bring any legal claim against the Company concerning, directly or indirectly, Executive’s employment relationship with the Company, including Executive’s separation from employment. Executive agrees that this Release is intended to be interpreted in the broadest possible manner in favor of the Company to include all actual or potential legal claims that Executive may have against the Company, except as specifically provided otherwise in this Release.

Legal Releases. (a) Executive, on his own behalf and on behalf of Executive and Executive’s his heirs, personal representatives representatives, executors, administrators and assigns, knowingly and voluntarily releases and forever discharges the Company and its affiliates and any other person or entity that could or might act on behalf of Executive their respective parents, subsidiaries and affiliates, together with all of their respective past and present directors, members, managers, officers, shareholders, trustees, partners, employees, agents, attorneys and servants, and each of their affiliates, predecessors, successors and assigns (collectively, the “Executive Releasers”), hereby fully and forever releases and discharges the Company, its past, present and future subsidiaries, and each of their respective officers, directors, independent contractors, attorneys and insurers (collectively, the “Executive Company Releasees”) of and from any and all actionsclaims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, claimsobligations, demands, costs damages and expenses, including attorneys’ fees, liabilities of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, suspected or unsuspected, that the Executive Releasersor his heirs, executors, administrators, or any person acting under any of themassigns ever had, may now have, or may hereafter claim at to have against any future time to have, based in whole or in part upon any act or omission arising out of Executive’s employment relationship with, and/or service as a member of the Board (if any) forCompany Releasees by reason of any matter, cause or thing whatsoever from the Company or its subsidiaries occurring on or before beginning of time through the Effective Separation Date, without regard to present actual knowledge of such acts whether or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, previously asserted before any state or local lawsfederal court, includingagency or governmental entity or any arbitral body. This release includes, but not limited towithout limitation, any rights or claims based upon relating in any discrimination proscribed by way to Executive’s employment relationship with the Company or any of the Company Releasees, or his resignation therefrom, or arising under any statute or regulation, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1967, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family and Medical Leave Act of 1993, the Delaware Employment Discrimination Law, the Florida Civil Rights Acteach as amended, or any other federal, state or local employmentlaw, regulation, ordinance, or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Executive and the Company or any of the Company Releasees, as well as any rights relating to any Company stock or other equity-related and/or anti-discrimination law, rule or regulation in any jurisdiction and all claims relating to equity incentives incentive that had not vested by its own terms as of any kind, except as specifically set forth in the AgreementSeparation Date; provided, however, that, that notwithstanding the foregoing or anything else contained in the Agreement or this ReleaseAgreement, the release set forth in this paragraph Section 2(a) shall not extend to the rights of Executive pursuant to: (i) Section 3(c) (Stock Options) and Section 3(e) (Special Bonus) and of any rights arising under or recognized by this Supplemental Release or the Transition Agreement, which sections shall survive the signing of this Release; (ii) any vested, unpaid rights under any pension, retirement, profit sharing or similar planSection 10 of the Employment Agreement; or (iii) Executive’s rights, if any, to indemnification, and/or defense under any Company certificate of incorporation, bylaw and/or policy or procedure, or under any insurance contract, in connection with Executive’s acts or omissions within the course and scope of Executive’s employment with the Company. Executive hereby warrants that Executive has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. Executive further states and agrees that Executive has not experienced any illness, injury, or disability that is compensable or recoverable under the worker’s compensation laws of any state that was not reported to the Company by Executive before the Effective Date, and Executive agrees not to file a worker’s compensation claim asserting the existence of any such previously undisclosed illness, injury, or disability. Executive understands and agrees that by signing this Release, Executive is giving up any right to bring any legal claim against the Company concerning, directly or indirectly, Executive’s employment relationship with the Company, including Executive’s separation from employment. Executive agrees that this Release is intended to be interpreted in the broadest possible manner in favor of the Company to include all actual or potential legal claims that the Executive may have against the Company as of the Separation Date of which he is not aware as of the Separation Date because of willful concealment by the Company. Executive further agrees that he will not seek or be entitled to any personal recovery in any claim, except as specifically provided otherwise charge, action or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters released in this ReleaseSection 2(a). Executive represents and warrants that as of the Separation Date he has no knowledge of any fact willfully concealed from him by the Company within the meaning of this Section 2(a).

Legal Releases. (a) Executive, on his own behalf and on behalf of Executive and Executive’s his heirs, personal representatives representatives, executors, administrators and assigns, knowingly and voluntarily releases and forever discharges the Company and its affiliates and any other person or entity that could or might act on behalf of Executive their respective parents, subsidiaries and affiliates, together with all of their respective past and present directors, members, managers, officers, shareholders, trustees, partners, employees, agents, attorneys and servants, and each of their affiliates, predecessors, successors and assigns (collectively, the “Executive Releasers”), hereby fully and forever releases and discharges the Company, its past, present and future subsidiaries, and each of their respective officers, directors, independent contractors, attorneys and insurers (collectively, the “Executive Company Releasees”) of and from any and all actionsclaims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, claimsobligations, demands, costs damages and expenses, including attorneys’ fees, liabilities of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, suspected or unsuspected, that the Executive Releasersor his heirs, executors, administrators, or any person acting under any of themassigns ever had, may now have, or may hereafter claim at to have against any future time to have, based in whole or in part upon any act or omission arising out of Executive’s employment relationship with, and/or service as a member of the Board (if any) forCompany Releasees by reason of any matter, cause or thing whatsoever from the Company or its subsidiaries occurring on or before beginning of time through the Effective Date, without regard to present actual knowledge of such acts whether or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, previously asserted before any state or local lawsfederal court, includingagency or governmental entity or any arbitral body. This release includes, but not limited towithout limitation, any rights or claims based upon relating in any discrimination proscribed by way to Executive’s employment relationship with the Company or any of the Company Releasees, or his resignation therefrom, or arising under any statute or regulation, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1967, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family and Medical Leave Act of 1993, the Delaware Employment Discrimination Law, the Florida Civil Rights Acteach as amended, or any other federal, state or local employmentlaw, regulation, ordinance, or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Executive and the Company or any of the Company Releasees, as well as any rights relating to any Company stock or other equity-related and/or anti-discrimination law, rule or regulation in any jurisdiction and all claims relating to equity incentives incentive that had not vested by its own terms as of any kind, except as specifically set forth in the AgreementSeparation Date; provided, however, that, that notwithstanding the foregoing or anything else contained in the Agreement or this ReleaseAgreement, the release set forth in this paragraph Section 12(a) shall not extend to the rights of Executive pursuant to: (i) Section 3(c) (Stock Options) and Section 3(e) (Special Bonus) and of the any rights arising under or recognized by this Agreement, which sections shall survive the signing of this Release; (ii) any vested, unpaid rights under any pension, retirement, profit sharing or similar planSection 10 of the Employment Agreement; or (iii) Executive’s rights, if any, to indemnification, and/or defense under any Company certificate of incorporation, bylaw and/or policy or procedure, or under any insurance contract, in connection with Executive’s acts or omissions within the course and scope of Executive’s employment with the Company. Executive hereby warrants that Executive has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. Executive further states and agrees that Executive has not experienced any illness, injury, or disability that is compensable or recoverable under the worker’s compensation laws of any state that was not reported to the Company by Executive before the Effective Date, and Executive agrees not to file a worker’s compensation claim asserting the existence of any such previously undisclosed illness, injury, or disability. Executive understands and agrees that by signing this Release, Executive is giving up any right to bring any legal claim against the Company concerning, directly or indirectly, Executive’s employment relationship with the Company, including Executive’s separation from employment. Executive agrees that this Release is intended to be interpreted in the broadest possible manner in favor of the Company to include all actual or potential legal claims that the Executive may have against the Company as of the Effective Date of which he is not aware as of the Effective Date because of willful concealment by the Company. Executive further agrees that he will not seek or be entitled to any personal recovery in any claim, except as specifically provided otherwise charge, action or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters released in this ReleaseSection 12(a). Executive represents and warrants that as of the Effective Date he has no knowledge of any fact willfully concealed from him by the Company within the meaning of this Section 12(a).