Common use of Release and Waiver of Claims Clause in Contracts

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Agreement between me, Xxxx Xxxxx, and Xxxx Holdings LLC dated [ ], 2014 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Release and Waiver of Claims. 1. In consideration for of the payments provided for and benefits to which you are entitled under the Amended and Restated Employment Agreement between methat certain Agreement, Xxxx Xxxxxdated as of [date], to which you, NCI Building Systems, Inc., and Xxxx Holdings LLC dated [ ]NCI Group, 2014 Inc. (the “A&R Employment Companies”) are parties (the “Agreement”), you hereby waive and for other good release and valuable considerationforever discharge each of the Companies and their respective parent entities, the receipt subsidiaries, divisions, limited partnerships, affiliated corporations, successors and sufficiency of which are hereby acknowledgedassigns and their respective past and present directors, I hereby agree on behalf of myselfmanagers, my spouseofficers, stockholders, partners, agents, assigneesemployees, insurers, attorneys, successorsand servants each in his, assignsher or its capacity as such, heirs and executorseach of them, to fully separately and completely release Xxxx Holdings LLCcollectively (collectively, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the Company Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action action, obligations, damages and claims whatsoeverliabilities, which I known or my heirsunknown, executorssuspected or unsuspected, administratorswhether or not mature or ripe, successors that you ever had and assigns ever had, now have against any Releasee arising out of or may have against in any way related to your employment with or separation from the Company Releasees Companies, to any services performed for the Companies, to any status, term or any of them, condition in law, admiralty or equity, whether known or unknown to me, for, uponsuch employment, or by reason of, to any matter, action, omission, course physical or thing in connection with mental harm or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any distress from such employment or service relationship; (c) non-employment or claim to any applicable employmenthire, benefitrehire or future employment of any kind by the Companies, compensatory or equity arrangement with any Company Releasee occurring or existing up all to the date this Release extent allowed by applicable law. This release of claims includes, but is signednot limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the Released ClaimsWARN”), or equivalent state WARN act, the Employee Retirement Income Security Act, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable.

Appears in 2 contracts

Samples: Agreement (Nci Building Systems Inc), Agreement (Nci Building Systems Inc)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Agreement between me, Xxxx XxxxxXxxxxx Xxxx, and Xxxx Holdings LLC XXX Acquisition Corp. dated March [ ], 2014 2007 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation XXX Acquisition Corp (which terms term shall be deemed to include such entities XXX Acquisition Corp and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any XXX Acquisition Corp or other entity in which Xxxx Corporation, Xxxx Holdings LLC XXX Acquisition Corp or any of their respective subsidiaries, parents its subsidiaries or affiliates has an equity interest in excess of ten percent (10%)), their respective its predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeXXX Acquisition Corp; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee XXX Acquisition Corp occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each caseXXX Acquisition Corp, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 2 contracts

Samples: Employment Agreement (Neff Corp), Employment Agreement (Neff Rental Inc)

Release and Waiver of Claims. 1. In consideration for of the payments provided for and benefits to which you are entitled under the Amended and Restated Employment Agreement between methat certain Agreement, Xxxx Xxxxxdated as of August 25, 2020, to which you, Cornerstone Building Brands, Inc., and Xxxx Holdings LLC dated [ ]Ply Gem Industries, 2014 Inc. (the “A&R Employment Companies”) are parties (the “Agreement”), you hereby waive and for other good release and valuable considerationforever discharge each of the Companies and their respective parent entities, the receipt subsidiaries, divisions, limited partnerships, affiliated corporations, successors and sufficiency of which are hereby acknowledgedassigns and their respective past and present directors, I hereby agree on behalf of myselfmanagers, my spouseofficers, stockholders, partners, agents, assigneesemployees, insurers, attorneys, successorsand servants each in his, assignsher or its capacity as such, heirs and executorseach of them, to fully separately and completely release Xxxx Holdings LLCcollectively (collectively, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the Company Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action action, obligations, damages and claims whatsoeverliabilities, which I known or my heirsunknown, executorssuspected or unsuspected, administratorswhether or not mature or ripe, successors that you ever had and assigns ever had, now have against any Releasee arising out of or may have against in any way related to your employment with or separation from the Company Releasees Companies, to any services performed for the Companies, to any status, term or any of them, condition in law, admiralty or equity, whether known or unknown to me, for, uponsuch employment, or by reason of, to any matter, action, omission, course physical or thing in connection with mental harm or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any distress from such employment or service relationship; (c) non-employment or claim to any applicable employmenthire, benefitrehire or future employment of any kind by the Companies, compensatory or equity arrangement with any Company Releasee occurring or existing up all to the date this Release extent allowed by applicable law. This release of claims includes, but is signednot limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the Released ClaimsWARN”), or equivalent state WARN act, the Employee Retirement Income Security Act, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable.

Appears in 2 contracts

Samples: Agreement (Cornerstone Building Brands, Inc.), Separation Agreement (Cornerstone Building Brands, Inc.)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended Agreement Relating to Employment and Restated Post-Employment Agreement Competition between me, Xxxx XxxxxX. Xxxxxxx, and Xxxx Holdings LLC Aramark Corporation dated [ ]October , 2014 2019, as amended from time to time (the “A&R Post Employment Competition Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation Aramark (which terms term shall be deemed to include such entities Aramark Corporation, Aramark Services, Inc., and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any or other entity entities in which Xxxx CorporationAramark or Aramark Services, Xxxx Holdings LLC Inc., or any of their respective subsidiaries, parents subsidiaries or affiliates has or had an equity interest in excess of ten percent (10%)), and their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers insurers, shareholders, bondholders, clients, customers, suppliers, distributors, subcontractors, joint-venture partners, consultants and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Aramark Releasees”), to the fullest extent permitted by law, from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, had or now have or may have against the Company Aramark Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeAramark; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee Aramark occurring or existing up to the date this Release is signedof my termination of employment with Aramark and the other Releasees; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below Aramark (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Aramark Agreement (Aramark)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Agreement between me, Xxxx XxxxxXxxxxx Xxxx, and Xxxx Holdings LLC dated [ ], 2014 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Employment Agreement (Neff Corp)

Release and Waiver of Claims. 1. In consideration for (a) Employee hereby absolutely and forever releases, relieves and discharges the payments provided for under the Amended Company and Restated Employment Agreement between meeach of its past, Xxxx Xxxxxpresent and future partners, and Xxxx Holdings LLC dated [ ]owners, 2014 (the “A&R Employment Agreement”)stockholders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneyspredecessors, successors, assigns, heirs and executorsheirs, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officersagents, directors, partners, shareholders, members, managing members, managersofficers, employees, agents, representatives, administrators, attorneys, insurers subsidiaries and fiduciaries all other persons, firms and corporations acting by, through or in their individual and/or representative capacities concert with any of them or with whom any of them is now or may hereafter be affiliated (each “Released Party”) from any and all manner of actions and causes of action, at law or in equity, rights, suits, debts, liens, contracts, agreements, promises, liabilities, claims, counterclaims, demands, obligations, accounts, reckonings, deficiencies, guarantees, damages, losses, costs and expenses (including, without limitation, legal fees) of every kind or character whatsoever, whether known or unknown, suspected or unsuspected, mature or to mature in the future, disclosed, or undisclosed, concealed or hidden, fixed or contingent, which, as of the Effective Date of this Agreement, Employee had, now has, or may hereafter have or claim to have against any Released Party (collectively, “Claims”) by reason of any matter, cause or thing whatsoever, from the beginning of time, through and including the date hereof, including, without limitation, any and all Claims arising out of, or which hereafter may be alleged or claimed to arise out of, or which hereafter may be alleged or claimed to arise out of, or be in any way connected with, either directly or indirectly, any and all agreements, whether written or oral, or any other form of affiliation between Employee and the Company, including but not limited to any stock option agreement or plan, all provisions contained in any offer letter, if any, the Employment Agreement, and any severance pay pursuant to any company policy, up to and including the Effective Date (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Employment and General Release Agreement (Abovenet Inc)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended Phase I Developer, GALA and Restated Employment Agreement between meRelated, Xxxx Xxxxxeach on behalf of itself and its respective members, officers, agents and Xxxx Holdings LLC dated [ ]employees (collectively, 2014 (the A&R Employment AgreementDeveloper Parties”), hereby fully, finally and for other good forever releases and valuable considerationwaives all rights, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action action, claims (including, without limitation, claims for refunds, credits, offsets, reimbursements, damages, costs, expenses and claims whatsoeverattorneys’ fees) and defenses (whether legal or equitable) of every kind and nature whatsoever that Developer Parties, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, has had or may have now or in law, admiralty or equitythe future, whether known or unknown to meunknown, forand whether suspected or unsuspected, upon, against any of the Authority Indemnified Parties and their predecessors or by reason of, any matter, action, omission, course successors arising out of or thing in connection with the Amended DDA, as amended by this Fifth Amendment, the Ground Leases, the Civic Park Design Agreement dated as of March 20, 2006, as amended, and each of the letter agreements and other documentation between and among GALA, Related, Phase I Developer, Phase IIC Developer, Phase III Developer and Authority and/or any documents, certificates or in relationship to: statements related thereto (acollectively, the “Grand Avenue Documents”) my employment resulting from any actions, omissions or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up events that occurred prior to the date this Release hereof; provided, however, that the foregoing release and waiver expressly excludes any contractual benefits to which any of the Developer Parties is signed; expressly entitled with respect to Phase I, Phase IIC or Phase III pursuant to the terms and conditions of the Grand Avenue Documents. Without limiting the generality of the foregoing waiver and release, Developer Parties hereby acknowledge and agree that under no circumstance, whether past, present or future, is any of the Developer Parties entitled to any refund, reimbursement, repayment or recovery of (di) any equity amounts previously paid to Authority or stock plans any of the Governing Entities under any Company Releaseeof the Grand Avenue Documents, in each caseincluding, subject without limitation, the Deposit, the Leasehold Acquisition Fee, the Extension Fee, the Quarterly Payments and the $1,000,000 Payment, or (ii) any costs and expenses that have been incurred or expended by any of the Developer Parties relating to the provisions entitlement, design, construction, processing or otherwise in connection with the Grand Avenue Project. The Developer Parties ATTACHMENT A acknowledge that Authority has not breached or defaulted under any provision of paragraph 3 the Grand Avenue Documents and that Authority is in full compliance with the same. With respect to the matters released herein, the parties acknowledge that there is a possibility that, after the execution of this ReleaseAmendment, below (a party will discover facts or claims, or discover that he or it has sustained losses or damages, that were unknown or unsuspected at the time this Amendment was executed, and which if known by it at that time might have materially affected that party’s decision to agree. The Developer Parties acknowledge and agree that by reason of the releases and waivers contained in this Section, they are assuming any risk of such released claims are collectively referred unknown facts and such unknown and unsuspected claims, losses or damages. The parties have been advised by their respective counsel of the existence of Section 1542 of the California Civil Code, which provides: ”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.” GALA Related Phase I Developer The Developer Parties each hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the California Civil Code or any similar provision of the statutory or non-statutory law of California or any other applicable jurisdiction to herein the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section. The Developer Parties shall execute and deliver a reaffirmation of the foregoing release and waiver under this Article 8 in the form attached hereto as Exhibit “C” upon the “Released Claims”).Commencement of Construction of Phase I.

Appears in 1 contract

Samples: Non Disturbance Agreement

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Agreement letter agreement between me, Xxxx XxxxxXxxxxxx Xxxxxx, and Xxxx Holdings LLC Visant Corporation dated [ ]December 28, 2014 2007 (the “A&R Employment Letter Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby enter into this Release and Waiver of Claims (the “Release”) and agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation Visant (which terms term shall be deemed to include such entities Visant Holding Corp. and all subsidiary, parent subsidiary and affiliated and successor companies and persons of either such entity and any Visant Holding Corp. or other entity in which Xxxx Corporation, Xxxx Holdings LLC Visant Holding Corp. or any of their respective subsidiaries, parents its subsidiaries or affiliates has an equity interest in excess of ten percent (10%)), their respective its predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeVisant; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee Visant occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each caseVisant, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Letter Agreement (Visant Corp)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Letter Agreement between me, Xxxx Xxxxxx X. Xxxxx, and Xxxx Holdings LLC ARAMARK Corporation dated [ ]January 10, 2014 2011 (the “A&R Letter Agreement”) and the Agreement Relating to Employment and Post-Employment Competition between me, Xxxxxx X. Xxxxx, and ARAMARK Corporation dated July 18, 2007 (“Post Employment Competition Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation ARAMARK (which terms term shall be deemed to include such entities ARAMARK Holdings Corporation and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any ARAMARK Holdings Corporation or other entity in which Xxxx Corporation, Xxxx ARAMARK Holdings LLC Corporation or any of their respective subsidiaries, parents its subsidiaries or affiliates has an equity interest in excess of ten percent (10%)), their respective its predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeARAMARK; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee ARAMARK occurring or existing up to the date this Release is signedEffective Date of Separation; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below ARAMARK (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Letter Agreement (Aramark Corp)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Agreement Relating to Employment Agreement and Post-Employment Competition between me, Xxxx XxxxxX. Xxxxxxx, and Xxxx Holdings LLC Aramark Corporation dated [ ]July 16, 2014 2020, as amended from time to time (the “A&R Post Employment Competition Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation Aramark (which terms term shall be deemed to include such entities Aramark Corporation, Aramark Services, Inc., and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any or other entity entities in which Xxxx CorporationAramark or Aramark Services, Xxxx Holdings LLC Inc., or any of their respective subsidiaries, parents subsidiaries or affiliates has or had an equity interest in excess of ten percent (10%)), and their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers insurers, shareholders, bondholders, clients, customers, suppliers, distributors, subcontractors, joint-venture partners, consultants and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Aramark Releasees”), to the fullest extent permitted by law, from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, had or now have or may have against the Company Aramark Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeAramark; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee Aramark occurring or existing up to the date this Release is signedof my termination of employment with Aramark and the other Releasees; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below Aramark (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Aramark Agreement (Aramark)

Release and Waiver of Claims. 1. In consideration of (a) the payments, benefits, and other consideration to be provided to Executive under Section 3.01(d) of the Severance Agreement, (b) the acceleration of vesting of all of Executive’s remaining unvested time equity (options and restricted stock units) to be effective on December 31, 2018; (c) the continued eligibility for the payments provided for vesting, from January 1, 2019 through and including December 31, 2020, under the Amended terms of the relevant equity incentive plan and Restated Employment Agreement between methe Equity Agreements, Xxxx Xxxxxof Executive’s unvested performance equity (options and shares of restricted stock); (d) the ability to exercise all vested options until the expiration date of the option, rather than the post Separation Date periods set forth in the Equity Agreements and applicable plan documents; and (e) the receipt of a grant of Holdings common stock, on or before December 31, 2018, with a value of $200,000, which grant shall be fully vested at the time of the grant, which payments, benefits and other consideration are hereby granted and will be effective on and after the Separation Date, Executive, for Executive and Executive’s family members, heirs, assigns, executors, administrators, legal representatives, and Xxxx Holdings LLC dated [ ], 2014 their respective successors and assigns (the “A&R Employment AgreementRelated Parties”), hereby releases and for other good forever discharges the Company and valuable considerationHoldings, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their parents, affiliates, subsidiaries, divisions and joint ventures, and each of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, parents, stockholders, representatives, administratorsemployee benefit plans and their successors and assigns (collectively, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company ReleaseesEntities”), from all rights, claims, demands, suits, causes of action of any kind or nature whatsoever, known or unknown, in law or in equity Executive or the Related Parties ever had, have or may have, arising at any time on or before the date hereof, based on or arising out of Executive’s dealings with any Company Entities, including but not limited to any claims arising out of Executive’s employment with any Company Entities or the termination thereof on the Separation Date, including without limitation any claims under the Severance Agreement, the Letter Agreement, or based on any other services provided to any Company Entities by Executive. This includes a release of any and all causes of action and rights, claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or demands Executive may have against the Company Releasees or any of them, in law, admiralty or equityhave, whether known or unknown to meunknown, forunder the Age Discrimination in Employment Act (“ADEA”), uponwhich prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or by reason ofsex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; or under any matterother federal, action, omission, course state or thing in connection with local laws or in relationship to: (a) my regulations regarding employment discrimination or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans . This also includes a release by Executive of any Company Releaseeclaims for wrongful discharge or discrimination under any statute, in each caserule, subject to regulation or under the provisions of paragraph 3 of this Releasecommon law, below (such released claims are collectively referred to herein as including, without limitation, the “Released Claims”)Xxxxxxxx-Xxxxx Act.

Appears in 1 contract

Samples: Separation and General Release Agreement (PQ Group Holdings Inc.)

Release and Waiver of Claims. 1. In consideration for the payments provided for under end of employment / termination benefits set forth in the Amended and Restated Executive Employment Agreement between meAgreement, Xxxx Xxxxx, and Xxxx Holdings LLC dated [ ], 2014 to which this form is attached (the “A&R Employment Agreement”), including without limitation the end of employment/termination benefits set forth in Section 6 thereof, among other things, Xxxxxxx Xxxxxx (the “Executive” or “I”) and for other good SpringBig, Inc. (and valuable considerationany entity controlled by, controlling, or under common control with SpringBig, Inc., the receipt “Company”) hereby enter into the following release and sufficiency waiver of which are claims (the “Release”). For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner the end of employment / termination benefits described in the Employment Agreement. The Executive hereby acknowledgedgenerally and completely release the Company, I hereby agree on behalf of myselfits present and future affiliates, my spouseand its and their current and former directors, officers, employees, shareholders, partners, agents, assigneesattorneys, attorneyspredecessors, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated subsidiary entities, insurers, affiliates, family and successor companies of either such entity and any other entity in which Xxxx Corporationassigns (collectively, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company ReleaseesReleased Parties), ) of and from any and all causes claims, liabilities and obligations, both known and unknown, that arise out of action and claims whatsoeveror are in any way related to events, which I or my heirsacts, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, uponconduct, or by reason of, any matter, action, omission, course omissions occurring prior to or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to on the date that Executive signs this Release is signed; and (d) any equity or stock plans of any Company Releaseecollectively, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).. The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to the Executive’s employment with the Company, or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the Employee Retirement Income Security Act of 1974 (as amended), the National Labor Relations Act of 1935 (as amended), and any similar applicable state laws, including those of the State of Florida and any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, and any public policy, contract, tort, or common law. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification that Executive may have pursuant to any written indemnification agreement with the Company, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits or any severance benefits under the Executive Employment Agreement payable or due to the Executive on account of the end of the Executive’s employment, the Executive’s termination under the terms of the Executive Employment Agreement, or the Executive’s execution of this Release. For the avoidance of doubt, nothing in this Release shall prevent Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further understands that this Release does not limit the Executive’s ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Release does not limit the Executive’s right to receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that the Executive is otherwise waiving, to the fullest extent permitted by law, any and all rights the Executive may have to individual relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set forth herein, this Release does not abrogate the Executive’s existing rights to vested benefits under any Company benefit plan, the Executive Employment Agreement or any plan or agreement related to equity ownership in the Company. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA (“ADEA Waiver”). I also acknowledge that (i) the consideration given for the ADEA Waiver is in addition to anything of value to which I was already entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim. I affirm that all of the decisions of the Released Parties regarding my pay and benefits through the date of my execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of the Released Parties. I further affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm that I have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any claims that may arise after I sign this Release; (b) I should consult with an attorney prior to executing this release; (c) I have twenty-one (21) days within which to consider this release (although I may choose to voluntarily execute this release earlier); (d) I have seven (7) days following the execution of this release to revoke this Release (in a written revocation sent to the Board of Directors of the Company); and (e) this Release will not be effective until the eighth day after I sign this Release, provided that I have not earlier revoked this Release (the “Effective Date”). I will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective. In granting the release herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to claims which a party 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 would have materially affected the terms of such release. The parties hereby mutually agree to the exclusive jurisdiction of the 15th Judicial Circuit Court of the State of Florida or the United States District Court for the Southern District of Florida for any dispute arising hereunder. Accordingly, with respect to any such court action, I (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by regular mail to my last known address; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. If either party hereto commences a legal action or other proceeding against the other party hereto concerning a dispute arising from or relating to this Release outside of Florida, such commencing party will reimburse such other party for its or my reasonable attorneys’ fees, costs and expenses if such other party prevails in staying, transferring, dismissing or otherwise defending such action or proceeding based on the location of the action or proceeding, regardless of whether such fees, costs and expenses are incurred in the forum where such commencing party commenced the action or in a Florida forum. This Release constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer of the Company. THE EXECUTIVE: Date: Name: Xxxxxxx Xxxxxx THE COMPANY: Date: By: Its:

Appears in 1 contract

Samples: Executive Employment Agreement (SpringBig Holdings, Inc.)

Release and Waiver of Claims. 1. A. In consideration for the payments provided for under the Amended and Restated Employment Letter Agreement between me, Xxxx XxxxxXxxxxxxxxxx X. Xxxxxxx, and Xxxx Holdings LLC Lockheed Xxxxxx Corporation (“the Corporation” or “Lockheed”) dated [ ]November 9, 2014 2012 (the “A&R Employment Letter Agreement”), ) and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx the Corporation, Xxxx Holdings LLC or any of their respective its successors, predecessors, subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%))affiliates, their respective predecessors and successors related companies and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releaseethe Corporation; (b) the termination of any such employment or service relationship; and (c) any applicable employment, benefit, compensatory or equity arrangement arrangement, including but not limited to, the Severance Benefit Plan for Certain Management Employees, with any Company Releasee the Corporation occurring or existing up to the date this Release is signed; and (d) any equity or stock plans Effective Date of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below Separation (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Letter Agreement (Lockheed Martin Corp)

Release and Waiver of Claims. 1. In For and in consideration for of the payments provided for under the Amended mutual covenants and Restated Employment Agreement between me, Xxxx Xxxxx, obligations set forth in this Amendment and Xxxx Holdings LLC dated [ ], 2014 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I Borrower and Sureties each hereby agree on behalf of myselfrelease and forever discharge and by these presents does for their subsidiaries, my spouseif any (direct or indirect), agents, assignees, attorneysand itself and its predecessors, successors, affiliates and assigns, heirs remise, release and executorsforever discharge and hold harmless Bank, to fully and completely release Xxxx Holdings LLCeach of its predecessors, Xxxx Corporation affiliates, subsidiaries (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC direct or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)indirect), their respective predecessors and successors and all of their respective past and/or present shareholders, officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, agents or attorneys, insurers successors and fiduciaries in their individual and/or representative capacities assigns, of and from and against all manner of damages, losses, liabilities, claims, expenses (hereinafter collectively referred to as the “Company Releasees”including attorneys’ fees), from any and all actions, causes of action and claims (whether individual, derivative or representative), whatsoever, in law or in equity which I or my heirs, executors, administrators, successors and assigns Borrower and/or any Surety ever had, now has, or which hereinafter can, shall or may have by reason of any matter, claim or cause of action of any kind whatsoever, from the beginning of the world to the date of this Amendment, whether known or unknown, including, without limitation, those relating in any way to: (i) the Credit Documents or this Amendment, (ii) any claims (including without limitation for contribution or indemnification) which have or would have arisen out of any of the transactions contemplated or any other proceedings that may have been brought or may be brought by any party hereto or to any Credit Documents, or this Amendment, or any third party relating to the Credit Documents or this Amendment, or the transactions contemplated hereby or thereby, (iii) any acts, transactions, or events that are the subject matter of the Credit Documents or this Amendment, (iv) the communications and business dealings between Bank and Borrower and Sureties from the beginning of communications and business dealings between Bank on the one hand and Borrower and Sureties on the other, related in any way to the Credit Documents, or this Amendment, or the transactions contemplated hereby or thereby, or (v) the prosecution of any claim, defense, setoff, counterclaim or any settlement negotiations which Borrower ever had, now has or which they, their affiliates (direct or indirect), or their successors or assigns hereafter can, shall or may have against the Company Releasees Bank, provided, however, that nothing herein shall be construed or deemed to release any of them, covenants or agreements contained in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”)Amendment.

Appears in 1 contract

Samples: Credit Agreement (RMH Teleservices Inc)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Agreement between me, Xxxx XxxxxXxxxxx Mas, and Xxxx Holdings LLC XXX Acquisition Corp. dated March [ ], 2014 2007 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation XXX Acquisition Corp (which terms term shall be deemed to include such entities XXX Acquisition Corp and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any XXX Acquisition Corp or other entity in which Xxxx Corporation, Xxxx Holdings LLC XXX Acquisition Corp or any of their respective subsidiaries, parents its subsidiaries or affiliates has an equity interest in excess of ten percent (10%)), their respective its predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeXXX Acquisition Corp; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee XXX Acquisition Corp occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each caseXXX Acquisition Corp, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Employment Agreement (Neff Rental Inc)

Release and Waiver of Claims. 1. In consideration for of the payments provided for under payment, benefits and other agreements set forth in Section 2(c) of the Amended letter agreement dated December 7, 2005 between The J. Xxxx Group, Inc. (“the Company”) and Restated Employment Agreement between me, Xxxx Xxxxx, Xxxxxxx X. Xxxxxxx (“Xxxxxxx”) (to which this Release and Xxxx Holdings LLC dated [ ], 2014 (the “A&R Employment Agreement”Waiver Of Claims is attached), Xxxxxxx, for himself and for other good and valuable considerationhis heirs, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employeesestates, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administratorsinsurers, successors and assigns (collectively, the “Releasors”), hereby voluntarily releases and forever discharges (i) the Company and its subsidiaries (direct and indirect), affiliates, related companies, divisions, and predecessor and successor companies, (ii) in their capacities as such, each of its and their present, former and future officers, directors and employees, and (iii) in their capacities as such, each of the Company’s and its subsidiaries’ (direct and indirect), affiliates’, related companies’, divisions’, and predecessor and successor companies’ present, former and future shareholders, agents, representatives, attorneys, insurers, heirs, successors and assigns (collectively, the “Releasees”) from all actions, causes of action, suits, debts, sums of money, accounts, covenants, contracts, agreements, promises, damages, judgments, demands and claims for breaches by the Releasees of Section 5 of that certain letter agreement referenced above (whether in the nature of disparagement, defamation, libel, slander or otherwise) which the Releasors ever had, or now have have, or hereafter can, shall or may have against the Company Releasees Releasees, from the beginning of the world to the date of the execution of this Release and Waiver, whether known or any of themunknown, in law, admiralty law or equity, whether known statutory or unknown to mecommon law, forwhether federal, uponstate, local or by reason ofotherwise. Signed and sealed this day of , any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).200 . Xxxxxxx X. Xxxxxxx EXHIBIT D

Appears in 1 contract

Samples: Letter Agreement (J Jill Group Inc)

AutoNDA by SimpleDocs

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Letter Agreement between me, Xxxx Xxxxxx X. Xxxxx, and Xxxx Holdings LLC ARAMARK Corporation dated [ ]August 8, 2014 2011 (the “A&R Letter Agreement”) and the Agreement Relating to Employment and Post-Employment Competition between me, Xxxxxx X. Xxxxx, and ARAMARK Corporation dated July 18, 2007 (“Post Employment Competition Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation ARAMARK (which terms term shall be deemed to include such entities ARAMARK Holdings Corporation and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any ARAMARK Holdings Corporation or other entity in which Xxxx Corporation, Xxxx ARAMARK Holdings LLC Corporation or any of their respective subsidiaries, parents its subsidiaries or affiliates has an equity interest in excess of ten percent (10%)), their respective its predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeARAMARK; (b) the termination of any such employment or service relationship; and (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee ARAMARK occurring or existing up to the date this Release is signed; and (d) any equity or stock plans Effective Date of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below Separation (such released claims are collectively referred to herein as the “Released Claims”)) .

Appears in 1 contract

Samples: Letter Agreement (Aramark Corp)

Release and Waiver of Claims. 1. In For and in consideration for of the payments provided for under the Amended mutual covenants and Restated Employment Agreement between me, Xxxx Xxxxx, obligations set forth in this Amendment and Xxxx Holdings LLC dated [ ], 2014 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I Borrower and Sureties each hereby agree on behalf of myselfrelease and forever discharge and by these presents does for their subsidiaries, my spouseif any (direct or indirect), agents, assignees, attorneysand itself and its predecessors, successors, affiliates and assigns, heirs remise, release and executorsforever discharge and hold harmless Bank, to fully and completely release Xxxx Holdings LLCeach of its predecessors, Xxxx Corporation affiliates, subsidiaries (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC direct or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)indirect), their respective predecessors and successors and all of their respective past and/or present shareholders, officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, agents or attorneys, insurers successors and fiduciaries in their individual and/or representative capacities assigns, of and from and against all manner of damages, losses, liabilities, claims, expenses (hereinafter collectively referred to as the “Company Releasees”including attorneys’ fees), from any and all actions, no causes of action and claims (whether individual, derivative or representative), whatsoever, in law or in equity which I or my heirs, executors, administrators, successors and assigns Borrower and/or any Surety ever had, now has, or which hereinafter can, shall or may have by reason of any matter, claim or cause of action of any kind whatsoever, from the beginning of the world to the date of this Amendment, whether known or unknown, including, without limitation, those relating in any way to: (i) the Credit Documents or this Amendment, (ii) any claims (including without limitation for contribution or indemnification) which have or would have arisen out of any of the transactions contemplated or any other proceedings that may have been brought or may be brought by any party hereto or to any Credit Documents, or this Amendment, or any third party relating to the Credit Documents or this Amendment, or the transactions contemplated hereby or thereby, (iii) any acts, transactions, or events that are the subject matter of the Credit Documents or this Amendment, (iv) the communications and business dealings between Bank and Borrower and Sureties from the beginning of communications and business dealings between Bank on the one hand and Borrower and Sureties on the other, related in any way to the Credit Documents, or this Amendment, or the transactions contemplated hereby or thereby, or (v) the prosecution of any claim, defense, setoff, counterclaim or any settlement negotiations which Borrower ever had, now has or which they, their affiliates (direct or indirect), or their successors or assigns hereafter can, shall or may have against the Company Releasees Bank, provided, however, that nothing herein shall be construed or deemed to release any of them, covenants or agreements contained in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”)Amendment.

Appears in 1 contract

Samples: Credit Agreement (RMH Teleservices Inc)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended Agreement Relating to Employment and Restated Post-Employment Agreement Competition between me, Xxxx Xxxxx, and Xxxx Holdings LLC dated [ ], 2014 and SeamlessWeb Professional Solutions, LLC (“SeamlessWeb”) dated [ ] (the “A&R Post Employment Competition Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation SeamlessWeb (which terms term shall be deemed to include such entities ARAMARK Holdings Corporation and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any ARAMARK Holdings Corporation or other entity in which Xxxx Corporation, Xxxx ARAMARK Holdings LLC Corporation or any of their respective subsidiaries, parents its subsidiaries or affiliates has an equity interest in excess of ten percent (10%)), their respective its predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeSeamlessWeb; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee SeamlessWeb occurring or existing up to the date this Release is signedEffective Date of Separation; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below SeamlessWeb (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Employment And (GrubHub Seamless Inc.)

Release and Waiver of Claims. 1. In consideration for of the payments provided for under separation benefits described in Section 1 above, which benefits exceed what Employee would have been entitled to receive in the Amended absence of this Release, Employee, on behalf of himself and Restated Employment Agreement between mehis family, Xxxx Xxxxxheirs, executors, administrators, legal representatives, beneficiaries and Xxxx Holdings LLC dated [ ], 2014 assigns (the collectively referred to in this Release as A&R Employment AgreementEmployee”), hereby irrevocably, unconditionally and for other good forever releases, acquits and valuable considerationdischarges the Company, the receipt its affiliates, and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or and present officers, directors, shareholders, partners, shareholders, members, managing members, managers, employees, agentsattorneys, representatives, administratorsagents and employees, attorneysand each of their respective predecessors, insurers successors and fiduciaries in their individual and/or representative capacities assigns (hereinafter collectively referred to as collectively, the “Company ReleaseesReleased Parties”), from any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action and action, rights, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, known or unknown, suspected or unsuspected, liquidated or unliquidated, of any kind or nature or description whatsoever, which I or my heirsthat Employee had, executors, administrators, successors and assigns ever may have had, now have has, or may hereafter claim to have against any of the Company Releasees Released Parties relating to any event occurring or any act done or omitted to be done, from the beginning of themtime to the date hereof, including but not limited to any and all actions, liabilities or other claims for relief or remuneration arising out of, or in any way connected with, Employee’s employment by and/or termination of employment from the Company, and any and all claims of every kind arising under any federal, state or local statutory or common law, admiralty including but not limited to Title VII of the Civil Rights Act of 1964; the Virginia Human Rights Act; the federal Family and Medical Leave Act of 1993; the Americans with Disabilities Act of 1990 (as amended); the Rehabilitation Act of 1973; the Age Discrimination in Employment Act of 1967 (“ADEA”); the Fair Labor Standards Act of 1938; state and federal whistleblower statutes (including but not limited to the Xxxxxxxx-Xxxxx Act of 2002); the Immigration Reform and Control Act; the Occupational Health and Safety Act; the Consumer Credit Protection Act; the Employee Retirement Income Security Act of 1974 (“ERISA”); any federal, state or equitylocal law or common law cause of action providing workers’ compensation benefits, whether known restricting an employer’s right to terminate employees or unknown otherwise regulating employment, enforcing express or implied employment contracts, requiring an employer to me, for, upondeal with employees fairly or in good faith, or providing recourse for alleged wrongful discharge, tort, physical or personal injury, invasion of privacy, termination in violation of public policy, emotional distress, fraud, negligent misrepresentation, defamation and similar or related claims; and any action arising in tort or contract, including but not limited to breach of express or implied contract and breach of implied covenant of good faith and fair dealing, except that this Release does not apply to any claim by reason ofEmployee to enforce rights under this Release, and Employee does not waive claims for vested ERISA benefits and medical insurance claims against carriers on policies in effect. Employee agrees that the consideration set forth in this Release is sufficient for this Release and that he will sign and deliver any matter, action, omission, course or thing documents and do anything else that is necessary in connection with or in relationship to: the future to make the provisions of this Release enforceable and effective. Employee represents that he (a) my employment or other service relationship with any Company Releasee; has been paid for all hours worked (including overtime, if applicable), and (b) has not suffered any on-the-job injury for which he has not already filed a claim. Employee represents that he has disclosed all violations and potential violations of law of which he is aware, by any director, officer or employee of the termination Company, to the Company. Nothing in this Release shall be construed to prevent Employee from filing a charge with, or participating in an investigation conducted by, the U.S. Equal Employment Opportunity Commission or applicable state agency, to the extent required or permitted by law, or to prevent any challenge by Employee to the waiver and release of any claim under the ADEA, albeit that Employee understands and agrees that Employee shall not be entitled to seek monetary compensation from the filing and/or participation in any such employment or service relationship; charge. Notwithstanding the foregoing, Employee shall not be deemed to have released (ci) any applicable employmentclaims arising under this Release, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (dii) any equity or stock plans of any Company Releasee, in each case, subject to claims arising after the provisions of paragraph 3 effective date of this Release, below (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Separation Agreement (Neustar Inc)

Release and Waiver of Claims. 1. In consideration for of the payments provided for under post-termination benefits described in Section 1 above, which benefits are in addition to what Employee would have been entitled to receive in the Amended absence of this Release, Employee, on behalf of himself and Restated Employment Agreement between mehis family, Xxxx Xxxxxheirs, executors, administrators, legal representatives, beneficiaries and Xxxx Holdings LLC dated [ ], 2014 assigns (the collectively referred to in this Release as A&R Employment AgreementEmployee”), hereby irrevocably, unconditionally and for other good forever releases, acquits and valuable considerationdischarges the Company, the receipt its affiliates, and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or and present officers, directors, shareholders, partners, shareholders, members, managing members, managers, employees, agentsattorneys, representatives, administratorsagents and employees, attorneysand each of their respective predecessors, insurers successors and fiduciaries in their individual and/or representative capacities assigns (hereinafter collectively referred to as collectively, the “Company ReleaseesReleased Parties”), from any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action and action, rights, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, known or unknown, suspected or unsuspected, liquidated or unliquidated, of any kind or nature or description whatsoever, which I or my heirsthat Employee had, executors, administrators, successors and assigns ever may have had, now have has, or may hereafter claim to have against any of the Company Releasees Released Parties relating to any event occurring or any act done or omitted to be done, from the beginning of themtime to the date Employee signs this Agreement, including but not limited to any and all actions, liabilities or other claims for relief or remuneration arising out of, or in any way connected with, Employee’s employment by and/or termination of employment from the Company, and any and all claims of every kind arising under any federal, state or local statutory or common law, admiralty including but not limited to Title VII of the Civil Rights Act of 1964, the Virginia Human Rights Act, the federal Family and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Fair Labor Standards Act of 1938, state or equityfederal whistleblower statutes, whether known the Immigration Reform and Control Act, the Occupational Health and Safety Act, the Consumer Credit Protection Act, and any other federal, state or unknown local statutes, and any action arising in tort or contract, except that this Release does not apply to meany claim by Employee to enforce rights under this Release, for, uponand Employee does not waive claims for vested benefits under the Company’s employee benefit plans in accordance with the terms thereof or waive insurance claims against carriers on policies in effect. Nothing in this Release shall be construed to prevent Employee from filing a charge with, or participating in an investigation conducted by, the U.S. Equal Employment Opportunity Commission or applicable state agency, to the extent required or permitted by reason oflaw, or to prevent any matterchallenge by Employee to the waiver and release of any claim under the ADEA, actionalbeit that Employee understands and agrees that Employee shall not be entitled to seek monetary compensation from the filing and/or participation in any such charge. Notwithstanding the foregoing, omissionEmployee shall not be deemed to have released (i) claims arising under this Release, course or thing and (ii) claims arising after the effective date of this Release. In order to comply with the Older Workers’ Benefit Protection Act, attached as Attachment 1 is a list of the job titles and ages of the employees who were and were not selected for termination in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”)action.

Appears in 1 contract

Samples: Letter Agreement (Neustar Inc)

Release and Waiver of Claims. 1In consideration of the terms, conditions, and provisions of this Loan Agreement and the other benefits received by Company and Guarantors hereunder, Company and Guarantors hereby jointly and severally waive, release, and terminate all claims, or right to claim, whether known or unknown, that Agent or any Bank or any other party has charged, collected, or received usurious interest under the Prior Agreement, under any of the documents executed under or pursuant to the Prior Agreement, or under any of the Loan Documents and hereby agree that neither Company nor any Guarantor shall have any right or power, hereby waiving any such right or power, to bring any claim or pursue any cause of action against Agent or any Bank based on any claim of usury. In addition, in consideration for of the payments provided for under the Amended and Restated Employment Agreement between meterms, Xxxx Xxxxxconditions, and Xxxx Holdings LLC dated [ ]provisions of this Loan Agreement and the other benefits received by Company and Guarantors hereunder, 2014 (the “A&R Employment Agreement”)Company and Guarantors, for themselves and their respective successors and assigns, further hereby jointly and severally, voluntarily and expressly, RELEASE, RELINQUISH, and for other good FOREVER DISCHARGE Agent and valuable considerationBanks, the receipt and sufficiency of which are hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneysas well as their respective predecessors, successors, assigns, heirs agents, officers, directors, employees, and executorsrepresentatives, to fully whether past, present, or future, and completely release Xxxx Holdings LLCeach of them, Xxxx Corporation (which terms shall be deemed to include such entities of and from any and all subsidiaryclaims, parent demands, liabilities, obligations, costs, expenses, actions, and affiliated causes of action of any and successor companies every kind or character, whether known or unknown, present or future, which Company or any Guarantor may have against Agent or any Bank, and/or any of either such entity and their respective predecessors, successors, assigns, agents, officers, directors, employees, or representatives, arising out of or connected with, directly or indirectly, the Prior Agreement, any other entity of the documents executed under or pursuant to the Prior Agreement, any of the Loan Documents, the Collateral, or any action taken by Agent or any Bank and/or any of their respective officers, employees, agents, directors, shareholders, or predecessors in which Xxxx Corporationany way relating to or connected with the Prior Agreement, Xxxx Holdings LLC any of the documents executed under or pursuant to the Prior Agreement, any of the Loan Documents, or the Collateral occurring on or before the date hereof, including any loss, cost, damage, expense, and/or detriment, of any kind or character, growing out of or in any way connected with or in any way resulting from the acts, actions, or omissions of Agent, any Bank, or any of their respective subsidiariespredecessors, parents or affiliates has an equity interest in excess of ten percent (10%))successors, their respective predecessors and successors and all of their respective past and/or present assigns, agents, officers, directors, partnersemployees, shareholdersand/or representatives, membersand including any loss, managing memberscost, managersdamage, expense, or detriment incurred in connection with any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental duress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, liable, slander, conspiracy, any claim for wrongfully accelerating the maturity of any promissory note, or any claim for attempting to foreclose on any collateral securing any obligation. This release is freely and voluntarily given by Company and Guarantors and is made without reliance on any inducements, promises, or representations of the parties hereby released, except as herein provided. Company and Guarantors agree that Company and Guarantors will forever refrain and forebear from commencing, instituting, or prosecuting any suit, action, or other proceeding against any of the parties released hereunder based on, arising out of, or in connection with any claim, debt, liability, demand, obligations, cost, expense, action, or cause of action that is released and discharged by reason of this Loan Agreement. Company and Guarantors jointly and severally represent and warrant to Agent and Banks that neither Company nor any Guarantor has heretofore assigned or transferred, or purported to assign or transfer, to any Person any claim, debt, liability, demand, obligation, cost, expense, action, or cause of action herein released. Company and Guarantors jointly and severally agree to indemnify and hold harmless Agent and Banks and their respective predecessors, successors, assigns, agents, officers, directors, employees, agents, and representatives, administratorswhether past, attorneyspresent, insurers or future, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any each of them, in lawagainst any claim, admiralty or equitydebt, whether known or unknown to meliability, fordemand, uponobligation, or by reason ofcost, any matterexpense, action, omissionor cause of action based on, course arising out of, or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment transfer or service relationship; (c) any applicable employment, benefit, compensatory assignment or equity arrangement with any Company Releasee occurring purported transfer or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”)assignment.

Appears in 1 contract

Samples: Revolving Credit Agreement (Tandycrafts Inc)

Release and Waiver of Claims. 1. In consideration for the payments provided for under the Amended and Restated Employment Letter Agreement between me, Xxxx XxxxxX. Xxxx, and Xxxx Holdings LLC Xxxxxxx dated [ ]August 25, 2014 2019 (the “A&R Letter Agreement”) and the Agreement Relating to Employment and Post-Employment Competition between me, Xxxx X. Xxxx, and Aramark Corporation dated May 7, 2012, as amended June 25 2013 (“Post Employment Competition Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I hereby agree on behalf of myself, my spouse, agents, assignees, attorneys, successors, assigns, heirs and executors, to fully and completely release Xxxx Holdings LLC, Xxxx Corporation Aramark (which terms term shall be deemed to include such entities Aramark Corporation, Aramark Services, Inc., and all subsidiary, parent subsidiary and affiliated and successor companies of either such entity and any or other entity entities in which Xxxx CorporationAramark or Aramark Services, Xxxx Holdings LLC Inc., or any of their respective subsidiaries, parents subsidiaries or affiliates has or had an equity interest in excess of ten percent (10%)), and their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers insurers, shareholders, bondholders, clients, customers, suppliers, distributors, subcontractors, joint-venture partners, consultants and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Aramark Releasees”), to the fullest extent permitted by law, from any and all causes of action and claims whatsoever, which I or my heirs, executors, administrators, successors and assigns ever had, had or now have or may have against the Company Aramark Releasees or any of them, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company ReleaseeAramark; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee Aramark occurring or existing up to the date this Release is signedRetirement Date; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below Aramark (such released claims are collectively referred to herein as the “Released Claims”).

Appears in 1 contract

Samples: Letter Agreement and General Release (Aramark)

Release and Waiver of Claims. 1. In (a) For and in consideration for of the payments provided for under the Amended mutual covenants and Restated Employment obligations set forth in this Agreement between me, Xxxx Xxxxx, and Xxxx Holdings LLC dated [ ], 2014 (the “A&R Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, I Borrower and each other Obligor, and each of the Released Parties described in Section 11(b) below who has executed this Agreement (each, a "Releasor") hereby agree on behalf of myselfreleases and forever discharges, my spouseand by these presents does for its subsidiaries, agentsif any (direct or indirect), assignees, attorneysand itself and its predecessors, successors, affiliates and assigns, heirs remise, release and executorsforever discharge and hold harmless Lenders, to fully Collateral Agent, and completely release Xxxx Holdings LLC, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any each of their respective subsidiariespredecessors, parents affiliates, subsidiaries (direct or affiliates has an equity interest in excess of ten percent (10%)indirect), their respective predecessors and successors and all of their respective past and/or present shareholders, officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, advisor or attorneys, insurers successors and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”)assigns, of and from any and against all manner of action and actions, cause and causes of action (whether individual, derivative or representative), suits, debts, dues, sums of money, accounts, fees, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, damages, costs, expenses, claims and claims demands whatsoever, in law or in equity which I or my heirs, executors, administrators, successors and assigns the Releasor ever had, now has, or which hereinafter can, shall or may have by reason of any matter, claim or cause of action of any kind whatsoever, from the beginning of the world to the date of this Agreement, whether known or unknown, including, without limitation, those relating in any way to: (i) this Agreement, the Security Agreements, the Loan Documents, the Forbearance Agreement, and any and all other Documents, (ii) any claims (including without limitation for contribution or indemnification) which have or could have arisen out of any of the transactions contemplated or any other proceedings that have been brought or may be brought by any party hereto or to any Document or any third party relating to this Agreement, the Loan Documents, the Forbearance Agreement, or the transactions contemplated hereby or thereby, (iii) any acts, transactions, or events that are the subject matter of this Agreement, the Loan Documents, the Forbearance Agreement, or agreements related thereto, (iv) the communications and business dealings between Lenders and the Releasor from the beginning of communications and business dealings between Collateral Agent and Lenders on the one hand and the Releasor on the other, related in any way to this Agreement, the Loan Documents, the Forbearance Agreement, or the transactions contemplated hereby or thereby, or (v) the prosecution of any claim, defense, setoff, counterclaim or any settlement negotiations which the Releasor ever had, now has or which they, their affiliates (direct or indirect), or their successors or assigns hereafter can, shall or may have against the Company Releasees Lenders, provided, however, that nothing herein shall be construed or deemed to release any of them, covenants or agreements contained in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing in connection with or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any such employment or service relationship; (c) any applicable employment, benefit, compensatory or equity arrangement with any Company Releasee occurring or existing up to the date this Release is signed; and (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the “Released Claims”)Agreement.

Appears in 1 contract

Samples: Debt Restructuring Agreement (Interiors Inc)

Release and Waiver of Claims. 1. In consideration for of the payments provided for and benefits to which you are entitled under the Amended Employment Agreement, dated as of September 15, 2020, to which you and Restated Employment Agreement between meServiceMaster Global Holdings, Xxxx Xxxxx, and Xxxx Holdings LLC dated [ ], 2014 Inc. (the “A&R Company”) are parties (the “Employment Agreement”), you hereby waive and for other good release and valuable considerationforever discharge the Company and its respective parent entities, the receipt subsidiaries, divisions, limited partnerships, affiliated corporations, successors and sufficiency of which are hereby acknowledgedassigns and their respective past and present directors, I hereby agree on behalf of myselfmanagers, my spouseofficers, stockholders, partners, agents, assigneesemployees, insurers, attorneys, successorsand servants each in his, assignsher or its capacity as such, heirs and executorseach of them, to fully separately and completely release Xxxx Holdings LLCcollectively (collectively, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the Company Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action and claims whatsoeverarising out of or in any way related to your employment with or separation from the Company, which I to any services performed for the Company, to any status, term or my heirs, executors, administrators, successors and assigns ever had, now have or may have against the Company Releasees or any of them, condition in law, admiralty or equity, whether known or unknown to me, for, uponsuch employment, or by reason of, to any matter, action, omission, course physical or thing in connection with mental harm or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any distress from such employment or service relationship; (c) non-employment or claim to any applicable employmenthire, benefitrehire or future employment of any kind by the Company, compensatory or equity arrangement with any Company Releasee occurring or existing up all to the date this Release extent allowed by applicable law. This release of claims includes, but is signednot limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (d) any equity “WARN”), or stock plans equivalent state WARN act, the Employee Retirement Income Security Act, and the Xxxxxxxx-Xxxxx Act of any Company Releasee, in each case, subject to 2002. You understand that this release of claims includes a release of all known and unknown claims through the provisions date on which this release of paragraph 3 of this Release, below claims becomes irrevocable (such released claims are collectively referred to herein as the “Released ClaimsStart Date”). However, nothing in this Agreement prevents you from making any reports to or receiving any awards from the SEC or OSHA based upon the your reporting of violations of laws or regulations containing whistleblower provisions.

Appears in 1 contract

Samples: Employment Agreement (Servicemaster Global Holdings Inc)

Release and Waiver of Claims. 1. In consideration for of the payments provided for and benefits to which you are entitled under the Amended and Restated Employment this Separation Agreement between meto which you, Xxxx XxxxxCornerstone Building Brands, Inc., and Xxxx Holdings LLC dated [ ]its subsidiaries, 2014 affiliates, and related entities (including the entities known as NCI Group, Inc., NCI Building Systems, Inc., Ply Gem Industries, Inc., and Employee’s hiring entity), (collectively, the “Companies”) are parties (the “A&R Employment Agreement”), you hereby waive and for other good release and valuable considerationforever discharge each of the Companies and their respective parent entities, the receipt subsidiaries, divisions, limited partnerships, affiliated corporations, successors and sufficiency of which are hereby acknowledgedassigns and their respective past and present directors, I hereby agree on behalf of myselfmanagers, my spouseofficers, stockholders, partners, agents, assigneesemployees, insurers, attorneys, successorsand servants each in his, assignsher or its capacity as such, heirs and executorseach of them, to fully separately and completely release Xxxx Holdings LLCcollectively (collectively, Xxxx Corporation (which terms shall be deemed to include such entities and all subsidiary, parent and affiliated and successor companies of either such entity and any other entity in which Xxxx Corporation, Xxxx Holdings LLC or any of their respective subsidiaries, parents or affiliates has an equity interest in excess of ten percent (10%)), their respective predecessors and successors and all of their respective past and/or present officers, directors, partners, shareholders, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the Company Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action action, obligations, damages and claims whatsoeverliabilities, which I known or my heirsunknown, executorssuspected or unsuspected, administratorswhether or not mature or ripe, successors that you ever had and assigns ever had, now have against any Releasee arising out of or may have against in any way related to your employment with or separation from the Company Releasees Companies, to any services performed for the Companies, to any status, term or any of them, condition in law, admiralty or equity, whether known or unknown to me, for, uponsuch employment, or by reason of, to any matter, action, omission, course physical or thing in connection with mental harm or in relationship to: (a) my employment or other service relationship with any Company Releasee; (b) the termination of any distress from such employment or service relationship; (c) non-employment or claim to any applicable employmenthire, benefitrehire or future employment of any kind by the Companies, compensatory or equity arrangement with any Company Releasee occurring or existing up all to the date this Release extent allowed by applicable law. This release of claims includes, but is signednot limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (d) any equity or stock plans of any Company Releasee, in each case, subject to the provisions of paragraph 3 of this Release, below (such released claims are collectively referred to herein as the Released ClaimsWARN”), or equivalent state WARN act, the Employee Retirement Income Security Act, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable.

Appears in 1 contract

Samples: Separation Agreement (Cornerstone Building Brands, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.