Common use of Release of All Claims Clause in Contracts

Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 4 contracts

Samples: Severance Agreement (Red Robin Gourmet Burgers Inc), Severance Agreement (Red Robin Gourmet Burgers Inc), Severance Agreement (Red Robin Gourmet Burgers Inc)

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Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee, unconditionally, and fully releases the Company, RRI, each member on behalf of the Company Group, and any affiliated entities, and each himself and all of its/their current the Employee Representatives, fully and former shareholdersforever waives, officersreleases, agentsacquits and discharges Employer and the other members of the Employer Group from and for all manner of claims, directorsactions, supervisorssuits, employeescharges, and representativesdemands, and its/their successors and assignsgrievances and/or causes of action, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the date of Employee’s execution of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, demands, grievances and/or causes of action (x) for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, and executions, (y) alleging wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to the Executive’s employment (z) brought under common law or termination of employment with the Company. It is expressly understood by the Executive that among the various civil rights and claims being waived in this release include those arising under or other statutes, including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) (as amended by the Older Workers Benefits Protection Act (“OWBPA”)), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Americans with Disabilities Act (“ADA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law,1 and any and all other applicable federal, state, county or local statutes, ordinances, and laws, and every type of relief (legal, equitable and otherwise), available to Employee. Employee covenants and agrees that he will not pursue or regulationsallege any claim, matter or cause of action in violation of, and/or released under, this Release. Notwithstanding the foregoing or anything contained below, nothing in this Release shall be construed as releasing Employer from, and the law Released Claims shall not include: (a) any obligation to pay those amounts due to Employee under Section 5(a) or 5(b) of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that terms and conditions thereof; (b) Employee’s rights to enforce the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member terms of the Company Group, which all parties acknowledge survives Employment Agreement that survive the termination of the ExecutiveEmployment Period (as defined in the Employment Agreement) or Employment Agreement; (c) Employee’s employment pursuant rights described in Section 5(e) of the Employment Agreement; (d) Employee’s non-forfeitable rights to its termsaccrued benefits (within the meaning of Sections 203 and 204 of ERISA), (e) Employee’s right to indemnification or exculpation under the Employment Agreement, Employer’s policies or law with respect to Employee’s service as a director or officer of Employer (including without limitation any such rights under Employer’s Certificate of Incorporation, By-laws and Directors and Officers Liability Insurance coverage); (Cf) rights any claims that by law cannot be released as waived by private agreement without judicial or governmental supervision; or (g) Employee’s right to file a matter charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission (“EEOC”) or other government agency; provided that even though Employee can file a charge or participate in an investigation or proceeding conducted by the EEOC or other government agency, by executing this Release, Employee is waiving his ability to obtain relief of any kind from the Employer Group to the extent permitted by law. In addition[Embedded Table, Executive shall Chart, Shape or Object can not be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representationsconverted, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.please insert manually]

Appears in 3 contracts

Samples: Letter Agreement (Charge Enterprises, Inc.), Letter Agreement (Charge Enterprises, Inc.), Letter Agreement (Charge Enterprises, Inc.)

Release of All Claims. In consideration Employee does hereby for the promises himself and obligations set forth in this Agreementfor each of his past, the Executive hereby irrevocablypresent and future heirs, unconditionallyadministrators, executors, representatives, agents, attorneys, assigns and fully releases all others claiming by or through him or them, forever release and discharge the Company, RRIand its past, each member of the Company Grouppresent and future shareholders, and any affiliated entitiesrepresentatives, and each and all of its/their current and former shareholdersagents, servants, parents, subsidiaries, affiliates, divisions, officers, agents, directors, supervisors, employees, and representativesinsurers, and its/their successors and assignssuccessors, predecessors, administrators, attorneys, assigns and all persons acting by, though, under, others claiming by or in concert with any of through them (hereinafter the Released Parties”), ) from any and all charges, complaints, claims, demands, judgments, actions, causes of action, damages, debts, agreements, remedies, promises, suits, losses, obligations, expenses, costs, attorneys’ fees, liabilities and liabilities claims for relief of any every kind and nature, whether matured or nature whatsoeverunmatured, known or unknown, suspected direct or unsuspected (hereinafter referred to as “claim” indirect, foreseen or “claims”)unforeseen, vested or contingent, in law, equity or otherwise, under any federal or state statute or common law, which Employee has ever had, now has, or may have in the future, against any of the Released Parties for or on account of any matter, cause or thing whatsoever that the Executive at any time had was or claimed to could have been asserted or that the Executive may have or claim occurred prior to have regarding any matter as of the date of Employee signing this Agreement, including, . This release shall include without limitation, any and limitation all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act of 1993, the Ohio Civil Rights Act, common law any claim for unpaid wages, and any other federal and all other applicable federal, state, county state civil rights laws or local statutes, ordinances, or regulations, and the law of contract and tortlaws relating to employment. The released claims also include claims of discrimination parties exclude from Employee’s release all obligations expressly created or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing preserved by this Agreement, the Executive acknowledges that the Executive intends to waive and release all any statutory or common law rights known or unknown that Executive Employee may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to indemnification as an employee and officer of the Company (A) and any rights that the Executive may have deductible with respect to any payments applicable directors and officers liability insurance maintained by the Company), all rights Employee would have absent this Agreement in restricted shares or benefits pursuant stock options he currently owns, including all rights to Section 3 exercise such options subsequent to the Effective Date of this Agreement, and all funds and rights Employee has in any pension, 401 (B) any claims K), non-qualified plan or similar plan (collectively referred to as “unreleased rights”). Any unreleased rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive Employee shall be required subject to extend the release and waiver of claims procedures, requirements, limitations, conditions and/or prerequisites set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateany plan governing said rights.

Appears in 2 contracts

Samples: Employment Separation Agreement (Abercrombie & Fitch Co /De/), Agreement (Abercrombie & Fitch Co /De/)

Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee fully and forever waives, unconditionallyreleases, acquits and fully releases the Companydischarges Employer from and for all manner of claims, RRIactions, each member suits, charges, grievances and/or causes of the Company Groupaction, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the effective date of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, grievances and/or causes of action for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, executions, wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to other claim or cause of action, which has or could have been alleged under the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various common law, civil rights and claims being waived in this release include those arising under statutes, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”), The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law, and any and all other applicable federal, state, county or local statutes, ordinances, and laws, and every type of relief (legal, equitable and otherwise), available to Employee. Employee covenants and agrees that he will not pursue or regulationsallege any claim, matter or cause of action in violation of, and/or released under, this Release. Nothing in this Release shall be construed as releasing Employer from, and the law Released Claims shall not include: (a) any obligation to pay those amounts due to Employee under Section 5(a) of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that terms and conditions thereof; (b) Employee’s rights to enforce the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member terms of the Company Group, which all parties acknowledge survives Employment Agreement that survive the termination of the ExecutiveEmployment Period (as defined in the Employment Agreement); (c) Employee’s employment pursuant rights described in Section 5(d) of the Employment Agreement; (d) Employee’s non-forfeitable rights to its termsaccrued benefits (within the meaning of Sections 203 and 204 of ERISA), (e) Employee’s right to indemnification or exculpation under the Employment Agreement, Employer’s policies or law with respect to Employee’s service as a director or officer of Employer; (f) any claims for wages that are due and owing to Employee; (Cg) rights any claims that by law cannot be released as waived by private agreement without judicial or governmental supervision; or (h) Employee’s right to file a matter charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission (“EEOC”) or similar government agency; provided that even though Employee can file a charge or participate in an investigation or proceeding conducted by the EEOC or similar government agency, by executing this Release, Employee is waiving his ability to obtain relief of any kind from Employer to the extent permitted by law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 2 contracts

Samples: Employment Agreement (Tyme Technologies, Inc.), Employment Agreement (Tyme Technologies, Inc.)

Release of All Claims. In consideration for the promises On behalf of my heirs, spouse and obligations set forth in this Agreementassigns, the Executive I hereby irrevocablycompletely release and forever discharge Splunk, unconditionallyits past and present parent companies, and fully releases the Companysubsidiaries, RRIaffiliates, each member of the Company Group, and any affiliated related entities, and each of their past and all of its/their current and former shareholderspresent agents, officers, agents, directors, supervisorsshareholders, employees, and representativesattorneys, and its/their insurers, successors and assigns, and all persons acting by, though, under, or in concert with any of them assigns (collectively referred to as the Released PartiesCompany), ) from any and all charges, complaints, claims, and liabilities of any kind or and every kind, nature whatsoeverand character, known or unknown, suspected foreseen or unsuspected (hereinafter referred unforeseen, based on any act or omission occurring prior to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Release Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment fullest extent allowed by law, including but not limited to any claims arising out of my offer of employment, my employment, my compensation, or termination of my employment with the CompanySplunk. It is expressly understood by the Executive that among the various rights and The matters released include, but are not limited to, any claims being waived in this release include those under federal, state or local laws, including claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by the Older Workers’ Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act, any common law tort, contract or statutory claims, and any claims for attorneys’ fees and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tortcosts. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive This Release Agreement does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law, including, but not necessarily limited to, any Protected Activity (as defined below), nor any indemnification rights available under any indemnification agreement I signed with the Company that is in effect immediately prior to my Termination Date, Company Bylaws, or under applicable law (collectively, the “Indemnification Rights”). In addition, Executive Nothing in this Release Agreement shall be required construed to extend prohibit me from filing a charge with a federal, state or local agency or participating in any investigation or proceeding conducted by a government agency. Notwithstanding the release and waiver of foregoing, to the maximum extent permitted by law, I agree to waive my right to recover monetary damages from the Company in any charge, complaint, or lawsuit filed by me or by anyone else on my behalf for any released claims. Further, claims set forth in Section 7 challenging the validity of this Release Agreement (and under the related representations, acknowledgements, and covenants ADEA as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of amended by the Separation Date (the “Bring-Down Release”), to include all claims OWBPA are not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datereleased.

Appears in 2 contracts

Samples: Letter Agreement (Splunk Inc), Confidentiality Agreement (Splunk Inc)

Release of All Claims. In consideration for receiving the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionallyseverance benefits described above, and fully releases as required by the CompanyOffer Letter, RRIto the fullest extent permitted by law, each member you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor Trinet HR Corporation or their respective predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or Trinet HR Corporation or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other applicable federallaws and regulations relating to employment. However, statethis release covers only those claims that arose prior to the execution of this Agreement. Execution of this Agreement does not bar any claim that arises hereafter, county or local statutes, ordinances, or regulations, and the law including (without limitation) a claim for breach of contract and tortthis Agreement. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do This release does not include workers’ compensation claims. By signing a release of the payments and obligations created by this Agreement, the Executive acknowledges that the Executive intends to waive and a release all rights known or unknown that Executive may have against the Released Parties under these and of any other laws; provided that the Executive does not waive or vested employment benefits, a release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released by private agreement or a release of your right to indemnification pursuant to Labor Code section 2802 and any other applicable state or federal law, and/or the Company’s Certificate of Incorporation, Bylaws, customary Indemnification Agreement and insurance policies, as a matter set forth in paragraph 9 of lawthe Offer Letter, or that of any successor or assign. In addition, Executive shall be required to extend consideration for the release and waiver of claims set forth in Section 7 above, to the fullest extent permitted by law, the Company waives, releases and promises never to assert any claims or causes of action, whether or not now known, against you with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of fraud, breach of contract or breach of the covenant of good faith and fair dealing; provided, however, that this release covers only those claims that arose prior to the execution of this Agreement (and the it does not include, for example, any claims or causes of action related representations, acknowledgements, and covenants as set forth in to any breach by you of this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 2 contracts

Samples: Tobira Therapeutics, Inc., Tobira Therapeutics, Inc.

Release of All Claims. In consideration of and in return for the promises and obligations set forth covenants undertaken in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, you do hereby acknowledge full and complete satisfaction of and do hereby release, absolve and discharge the Executive hereby irrevocably, unconditionally, Company and fully releases each of the Company’s parents, RRIsubsidiaries, each member of the Company Grouprelated companies and business concerns, past and any affiliated entitiespresent, and each and all of its/them, as well as each of their current and former shareholderspartners, trustees, directors, officers, agents, directorsattorneys, supervisors, servants and employees, past and representativespresent, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any each of them (collectively referred to as Released PartiesReleasees”), from any and all charges, complaints, claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation payments, severance payments, workers’ compensation claims, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of any whatever kind or nature in state or federal law, equity or otherwise, whether known or unknown to you (collectively, the “Claims”), which you now own or hold or have at any time owned or held as against Releasees, or any of them, including specifically, but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, suspected or unsuspected: (1) arising out of your employment with the Company or your termination of that employment; or (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” unsuspected, resulting from any act or “claims”)omission by or on the part of Releasees, that or any of them, committed or omitted on or before the Executive at any time had or claimed to have or that date this Agreement is executed by you. Also, without limiting the Executive may have or claim to have regarding any matter as generality of the date of this Agreementforegoing, includingyou specifically release Releasees from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, without limitationSEX, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII of the Civil Rights Act of OF THE CIVIL RIGHTS ACT OF 1964, the Americans with Disabilities ActTHE AGE DISCRIMINATION IN EMPLOYMENT ACT, the Age Discrimination in Employment Act (“ADEA”)THE EQUAL PAY ACT, the Family and Medical Leave ActTHE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, common law and any and all other applicable federalCALIFORNIA LABOR CODE SECTION 970, stateTHE FAMILY AND MEDICAL LEAVE ACT, county or local statutesTHE EMPLOYEE RETIREMENT INCOME SECURITY ACT, ordinancesTHE WORKER ADJUSTMENT AND RETRAINING ACT, or regulationsTHE FAIR LABOR STANDARDS ACT, and the law of contract and tortAND ANY OTHER SECTION OF THE CALIFORNIA LABOR CODE, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive This Agreement does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 2 contracts

Samples: Overland Storage Inc, Overland Storage Inc

Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee fully and forever waives, unconditionallyreleases, acquits and fully releases the Companydischarges Employer from and for all manner of claims, RRIactions, each member suits, charges, grievances and/or causes of the Company Groupaction, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the effective date of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, grievances and/or causes of action for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, executions, wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to other claim or cause of action, which has or could have been alleged under the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various common law, civil rights and claims being waived in this release include those arising under statutes, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”), The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), any and all other applicable federal, state, county or local statutes, ordinances, or regulationsand laws, and every type of relief, (legal, equitable and otherwise) available to Employee. Employee covenants and agrees that he will not pursue or allege any claim, matter or cause of action in violation of, and/or released under, this Release. Nothing in this Release shall be construed as releasing Employer from its obligation to pay those amounts due to Employee under Section 5(a) of the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that the Executive intends to waive terms and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Groupconditions thereof, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that canobligation is not be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateReleased Claim.

Appears in 2 contracts

Samples: Tyme Technologies, Inc., Tyme Technologies, Inc.

Release of All Claims. In consideration for the promises and obligations set forth in As a material inducement to COMPANY to enter into this Agreement, EMPLOYEE, on behalf of herself, her heirs, successors, representatives, assigns, attorneys, agents, executors and administrators (the Executive “Releasors”), hereby irrevocablyirrevocably and unconditionally releases, unconditionallyacquits, and fully releases the Companyforever discharges COMPANY, RRIits present, each member of the Company Grouppast and future owners, and any affiliated affiliates, related business entities, and each and all of its/their current and former shareholdersparent companies, subsidiaries, predecessors, successors, assigns, divisions, directors, officers, agentstrustees, directors, supervisorsmembers, employees, and stockholders, representatives, insurers, reinsurers, attorneys, in their individual and its/their successors and assigns, representative capacities and all persons acting by, thoughthrough, under, or in concert with any of them these, his/its heirs, successors, representatives, assigns, attorneys, agents, executors and administrators (the “Released Parties”), from any and all charges, complaints, claims, liabilities, obligations, suits, demands, costs, losses, debts and liabilities expenses, including, but not limited to, all claims for penalties, general damages, punitive damages, compensatory damages, special damages, equitable relief, attorneys’ fees and costs actually incurred, of any kind or nature whatsoever, whatsoever known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”)unsuspected, that the Executive at any time had EMPLOYEE had, now has, may or claimed could have, arising out of or relating to have or that the Executive may have or claim to have regarding any matter as up to the date of the date execution of this Agreement, whether under any theory, including, without limitationbut not limited to, any and all claims related to or in any manner incidental to the Executive’s employment or termination of connection with EMPLOYEE employment with COMPANY (or with any Released Party) and the Companycessation thereof, excluding any claims to enforce her rights under this Agreement. It Without limiting the generality of the foregoing, this Agreement is expressly understood by intended to and shall release the Executive that among Released Parties from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the various rights and claims being waived Released Parties, without limitation: any claim, whether brought on an individual basis or as part of a class action, under the Age Discrimination in this release include those arising under Employment Act of 1967, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Worker Benefits Protection Act of 1990 (“OWBPA”); Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, Pub. L. No. 102-166, 105 Stat. 1071 (1991); 42 U.S.C. § 1981; the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the National Labor Relations Act, 29 U.S.C. § 151 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 791 et seq.; The Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment Act (“ADEA”), 42 U.S.C. § 12101 et seq.; the Family and Medical Leave ActAct of 1993, common law 29 U.S.C. § 2601 et seq.; the New York State Human Rights Law, N.Y. Executive Law § 290 et seq.; the New York City Human Rights Law, New York City Charter and Administrative Code; Title VIII, § 8-107 et seq.; the New York Civil Rights Law, N.Y. Civil Rights Law § 79-e et seq.; New York Labor Law, § 1 et seq.; the New York Workers’ Compensation Law, N.Y. Workers’ Compensation Law § 1 et seq.; the New York Unemployment Insurance Law, N.Y. Labor § 510 et seq.; and any and all other federal, state and local equal employment, fair employment and civil or human rights laws (whether statutory, regulatory or decisional); under the statutory, regulatory or common law of any jurisdiction, including, but not limited to, any and all tort claims (e.g., assault; battery; false imprisonment; defamation; intentional infliction of emotional distress; negligent infliction of emotional distress; wrongful termination; negligent hiring, supervision and/or retention; conversion; interference with contract; abusive discharge; and/or loss of consortium, companionship, services or society) and under any and all applicable federal, state, county or state and local statutes, ordinances, or regulations, and the law laws. Nothing herein shall be deemed a waiver of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 for breach of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 2 contracts

Samples: Employee Release and Severance Agreement, Release and Severance Agreement

Release of All Claims. In consideration for the promises and obligations Except as otherwise set forth in this Agreement, the Executive hereby irrevocablyreleases, unconditionallyacquits and discharges the Company and its affiliates, and fully releases the Companytheir officers, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officersdirectors, agents, directorsservants, supervisorsExecutives, employeesattorneys, and representativesshareholders, and its/their successors and assignsassigns (collectively, and all persons acting by, though, under, or in concert with any of them (the “Released Parties”), of and from any and all charges, complaints, claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of any every kind and nature, in law, equity or nature whatsoeverotherwise, known or unknown, suspected or unsuspected (hereinafter referred unsuspected, disclosed and undisclosed, arising out of or in any way related to as “claim” agreements, events, acts or “claims”), that the Executive conduct at any time had or claimed prior to have or that and including the Executive may have or claim to have regarding any matter as of the execution date of this Agreement, including, without limitation, any including but not limited to: all such claims and all claims related to demands directly or indirectly arising out of or in any manner incidental to the way connected with Executive’s employment with the Company or the termination of employment with that employment; claims or demands related to salary, incentive payments, commissions, stock, stock options, or any other ownership interests in the Company. It is expressly understood by , vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to federal, state or local law, statute or cause of action including, but not limited to, the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990, as amended; the Illinois Human Rights Act, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Age Discrimination in Employment Act (“ADEA”)implied covenant of implied good faith and fair dealing. EXECUTIVE HEREBY ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A GENERAL RELEASE AND THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS SIGNING THIS RELEASE This release shall not be deemed to affect a release of any claim that may not be released by law, nor shall it be deemed to effect a release of any right to enforce the Family terms of this Agreement or any right to vested compensation or benefits under any Company employee benefit plan. Executive agrees, without limiting the generality of this release, not to file or otherwise institute any lawsuit or cause of action seeking monetary damages, and Medical Leave Act, common law Executive irrevocably and unconditionally waives any and all other applicable federalrights to recover any such relief or damages, state, county or local statutes, ordinances, or regulations, concerning the claims that are lawfully released herein. Executive represents and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown warrants that Executive may have has not previously filed or joined in any such claims, demands or entitlements against the Released Parties under these and any other laws; provided that Executive will indemnify and hold harmless the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this AgreementReleased Parties from all liabilities, (B) any claims or rights under the indemnification policy claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateclaims.

Appears in 2 contracts

Samples: Transition Agreement (Comscore, Inc.), Transition Agreement (Comscore, Inc.)

Release of All Claims. In consideration for the promises payments stated in Section 1 and obligations set forth in this Agreementfor other good and valuable consideration, the Executive receipt and sufficiency of which are hereby acknowledged, Employee, for herself and her heirs, assigns, and all persons and entities claiming by, through, or under her, hereby irrevocably, unconditionally, and fully releases the Companycompletely releases, RRI, each member of the Company Groupdischarges, and any affiliated entitiesagrees to hold Employer and its Affiliates, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, individually or in concert with any of them combination thereof (hereinafter collectively referred to as Released PartiesReleasees”), harmless of and from any and all claims, liabilities, charges, complaintsdemands, claimsgrievances, and liabilities causes of action of any kind or nature whatsoever, including without limitation claims for contribution, subrogation, or indemnification, whether direct or indirect, liquidated or unliquidated, known or unknown, suspected which Employee had, has, or unsuspected may claim to have against Releasees (hereinafter collectively referred to as “claim” or “claimsClaim(s)”). The release, discharge, and agreement to hold harmless set forth in this Section 3 includes without limitation any Claim(s) that the Executive at any time had Employee has, had, or claimed to have or that the Executive may have or claim to have regarding against Releasees (a) for wrongful termination or discharge, negligent or intentional infliction of emotional distress, breach of express or implied contract of employment (including without limitation any matter as Claim(s) under any written or oral agreement of any type or kind, or otherwise), breach of the date covenant of this Agreementgood faith and fair dealing, includingestoppel, without limitationdefamation, breach of privacy, whistleblowing, employment-related torts, negligence, or personal injury (whether physical or mental); (b) for any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those Claim(s) arising under federal or state law, including without limitation Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, (c) the Age Discrimination in Employment Act (“ADEA”)Act, the Family and Medical Leave Utah Antidiscrimination Act, common law and or any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of prohibiting discrimination or harassment on the basis of workers’ compensation statusrace, but do not include workers’ compensation claims. By signing this Agreementcolor, the Executive acknowledges that the Executive intends to waive and release all rights known religion, sex, age, national origin, disability, or unknown that Executive may have against the Released Parties under these and any other lawsprotected group status; provided that (d) for any Claim(s) arising under the Executive does not waive or release claims with respect to Employee Retirement Income Security Act (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement“ERISA”), (Be) for any claims or rights Claim(s) arising under the indemnification policy Family and Medical Leave Act or any similar family, medical, school, or other leave law under any Utah state, county, or city law or ordinance; (f) for any Claim(s) for attorney’s fees or costs, and (g) for any other Claim(s) in any way related to or arising out of any member of the Company Group, which all parties acknowledge survives Employee’s employment with Employer or the termination of that employment. Nothing in this Agreement waives Employee’s rights, if any, to continue Employee’s participation in Employer’s group health insurance plan, as allowed by COBRA and the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgementsconditions, and covenants as set forth in this Agreementlimitations of the plan. Employer agrees to hold Employee harmless of and from any and all claims, liabilities, charges, demands, grievances, and causes of action of any kind or nature whatsoever, including Sections 6without limitation claims for contribution, 9subrogation, 10 and 11 hereof) effective or indemnification, whether direct or indirect, liquidated or unliquidated, known or unknown, which Employer had, has, or may claim to have against Employee (hereinafter collectively referred to as of the Separation Date (the Bring-Down ReleaseClaim(s)”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Separation Agreement and Release of All (Merit Medical Systems Inc)

Release of All Claims. In consideration for receiving the promises severance benefits described in Paragraphs 4, 5 and obligations set forth in this Agreement6 above, to the Executive hereby irrevocablyfullest extent permitted by law, unconditionallyyou waive, release and fully releases the Companypromise never to assert any claims or causes of action, RRIwhether or not now known, each member of against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other applicable federal, state, county or local statutes, ordinances, or regulations, laws and the law regulations relating to employment. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive bar any claim that arises thereafter, including (without limitation) a claim for breach of this Agreement or release claims with respect any claim to indemnification under Section 2801 of the California Labor Code. Notwithstanding the forgoing, you are not hereby releasing the Company from any of the following claims: (Aa) any rights that the Executive of claims for indemnification you may have to any payments or benefits pursuant to Section 3 the charter, bylaws, or other governing documents of this Agreementthe Company, or under applicable law, or under directors and officers liability, errors and omissions or other insurance policies including any run-off endorsement relating thereto, or otherwise; (Bb) any rights or claims to contribution you may have in the event of the entry of judgment against you as a result of any act or failure to act for which both you and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; or (c) any vested rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “BringCompany-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datesponsored benefits plan.

Appears in 1 contract

Samples: Hansen Medical Inc

Release of All Claims. In consideration for receiving the promises severance benefits described in Paragraphs 4 and obligations set forth in this Agreement5 above, to the Executive hereby irrevocablyfullest extent permitted by applicable law, unconditionallyyou waive, release and fully releases the Companypromise never to assert any claims or causes of action, RRIwhether or not now known, each member of against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable federal, state, county or local statutes, ordinances, or regulations, and the law law. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement or release claims with respect any claim to indemnification under Section 2802 of the California Labor Code. Notwithstanding the foregoing, you are not hereby releasing the Company from any of the following claims: (Aa) any rights that the Executive or claims for indemnification you may have pursuant to any payments written indemnification agreement with the Company to which you are a party, the charter, bylaws or benefits pursuant to Section 3 other governing documents of this Agreementthe Company, or under applicable law, or under directors and officers liability, errors and omissions or other insurance policies including any run-off endorsement relating thereto, or otherwise; (Bb) any rights or claims to contribution you may have in the event of the entry of judgment against you as a result of any act or failure to act for which both you and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; or (c) any vested rights under the indemnification policy of any member of the Company Groupa Company-sponsored benefit plan (in this regard, which all parties you acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights agree that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 Paragraph 5 of this Agreement (accurately reflects the terms of your outstanding equity awards). The Company acknowledges its continuing obligations to you under the Indemnity Agreement between you and the related representationsCompany, acknowledgements, and covenants a copy of which is attached hereto as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.Exhibit B.

Appears in 1 contract

Samples: Hansen Medical Inc

Release of All Claims. Employee acknowledges that the payments and benefits described in this Agreement exceed amounts to which Employee would be entitled by law. In consideration for entering into this Agreement and for the payments and other promises by Iomega stated herein, Employee for herself and obligations set forth in this Agreementon behalf of Employee's heirs, the Executive hereby irrevocablyagents, unconditionallysuccessors, assigns and all affiliated persons, both past and present, waives all claims against and releases, waives, acquits and forever discharges Iomega and its officers, directors, shareholders, agents, employees, representatives, and fully releases the Companyall parent, RRIsubsidiary and affiliated companies, each member of the Company Grouptogether with their employees, officers, directors and any affiliated entitiesshareholders, and each and all of its/their current Iomega's predecessors and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them ("Released Parties"), from any and all charges, complaintsliabilities, claims, actions, causes of action, injuries, wages and liabilities compensation and/or damages of any kind and character, including, without limitation, all claims by Employee for wages, salary, bonuses, commissions, vacation pay, notice, consultation or nature whatsoeverseparation pay, reimbursement for expenses, attorneys’ fees and costs, and from all claims based upon matters relating in any way to Employee's employment, conditions of employment and/or termination of employment with Iomega, whether known or unknown, suspected or unsuspected (hereinafter referred unsuspected, up to and including the date on which Employee signs this Agreement. This waiver and release includes but is not limited to a release of all wrongful termination claims, all claims under any applicable discrimination laws. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a waiver or release of rights to enforce the provisions of this Agreement. THIS MEANS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE WILL HAVE WAIVED ANY RIGHT TO BRING A LAWSUIT AGAINST IOMEGA BASED ON ANY ACTIONS TAKEN UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT, AND WILL HAVE RELEASED IOMEGA FROM ANY AND ALL CLAIMS OF ANY NATURE RELATING TO EMPLOYEE’S EMPLOYMENT, ARISING UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT. The parties acknowledge that this is a full and final release, and that Employee intends and expressly agrees that it shall be effective as a bar to each and every claim” or “claims”), that demand and cause of action the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter employee has against Iomega as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Separation Agreement and General Release (Iomega Corp)

Release of All Claims. In consideration for the promises payments stated in Section 1 and obligations set forth in this Agreementfor other good and valuable consideration, the Executive receipt and sufficiency of which are hereby acknowledged, Employee, for himself and his heirs, assigns, and all persons and entities claiming by, through, or under him, hereby irrevocably, unconditionally, and fully releases the Companycompletely releases, RRI, each member of the Company Groupdischarges, and any affiliated entitiesagrees to hold Employer and its Affiliates, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, individually or in concert with any of them combination thereof (hereinafter collectively referred to as Released PartiesReleasees”), harmless of and from any and all claims, liabilities, charges, complaintsdemands, claimsgrievances, and liabilities causes of action of any kind or nature whatsoever, including without limitation claims for contribution, subrogation, or indemnification, whether direct or indirect, liquidated or unliquidated, known or unknown, suspected which Employee had, has, or unsuspected may claim to have against Releasees (hereinafter collectively referred to as “claim” or “claimsClaim(s)”). The release, discharge, and agreement to hold harmless set forth in this Section 3 includes without limitation any Claim(s) that the Executive at any time had Employee has, had, or claimed to have or that the Executive may have or claim to have regarding against Releasees (a) for wrongful termination or discharge, negligent or intentional infliction of emotional distress, breach of express or implied contract of employment (including without limitation any matter as Claim(s) under the Arizona Employment Relationship and Constructive Discharge Law, the Employment Agreement dated April 1, 1998, between Employer and Employee, any other written or oral agreement of any type or kind, or otherwise,), breach of the date covenant of this Agreementgood faith and fair dealing, includingdefamation, without limitationbreach of privacy, whistleblowing, employment-related torts, negligence, or personal injury (whether physical or mental); (b) for any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those Claim(s) arising under federal or state law, including without limitation 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 (“ADEA”)Act, the Family and Medical Leave Utah Antidiscrimination Act, common law and the Arizona Civil Rights Act, or any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of prohibiting discrimination or harassment on the basis of workers’ compensation statusrace, but do not include workers’ compensation claims. By signing this Agreementcolor, the Executive acknowledges that the Executive intends to waive and release all rights known religion, sex, age, national origin, disability, or unknown that Executive may have against the Released Parties under these and any other lawsprotected group status; provided that (c) for any Claim(s) arising under the Executive does not waive or release claims with respect to Employee Retirement Income Security Act (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement“ERISA”), (Bd) for any claims or rights Claim(s) arising under the indemnification policy Family and Medical Leave Act or any similar family, medical, school, or other leave law under any Arizona state, county, or city law or ordinance; (e) for any Claim(s) for attorney’s fees or costs, and (f) for any other Claim(s) in any way related to or arising out of any member of the Company Group, which all parties acknowledge survives Employee’s employment with Employer or the termination of that employment. Nothing in this Agreement waives Employee’s rights, if any, to continue Employee’s participation in Employer’s group health insurance plan, as allowed by COBRA and the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgementsconditions, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as limitations of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateplan.

Appears in 1 contract

Samples: Separation Agreement and Release of All Claims (Merit Medical Systems Inc)

Release of All Claims. In consideration for the promises and obligations set forth contained in this Agreement, the Executive Employee hereby irrevocably, unconditionally, releases and fully releases forever discharges the Company, RRIits subsidiaries, each member of the Company Grouprelated and affiliated companies, if any, and any affiliated entities, its and each their past and all of its/their current and former shareholderspresent directors, officers, employees, agents, directorsshareholders, supervisorsinsurers, employeesattorneys, assigns and representatives, and its/their successors and assigns, and all persons acting by, though, under, or other representatives of any kind (collectively referred to in concert with any of them (this Agreement as “Released Parties”), ) from any and all charges, complaints, claims, and liabilities or causes of action of any kind or nature whatsoeverkind, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of arising through the date of Employee executes this Agreement, including, without limitationbut not limited to, any and all claims related to claims, liabilities or causes of action arising in any manner incidental to the Executiveconnection with Employee’s employment or termination of employment with the Company, or in any way related to Employee’s relationship with the Company or any of the Released Parties. It Employee hereby releases and waives any claim or right to further compensation, salary, bonuses, commissions, benefits, damages, penalties, attorneys’ fees, costs or expenses of any kind from either the Company or any of the other Released Parties. Further, Employee agrees to and understands that the unvested phantom restricted shares and unvested restricted shares shall be cancelled and that there will not be a deferred profit sharing contribution made in calendar year 2006. Employee further agrees not to file, pursue or participate in any claims, charges, actions or proceedings of any kind against any of the Released Parties with respect to any matter arising out of or in connection with Employee’s employment with the Company or termination of employment, or in any way related to Employee’s relationship with the Company or any of the Released Parties (other than pursuing a claim for unemployment compensation benefits to which Employee may be entitled, and except in connection with a federal claim of age discrimination). This release specifically includes, but is expressly understood by not limited to, a release of any and all claims under state or federal wage payment laws; federal, state and local fair employment law(s); the Executive that among the various rights and claims being waived in this release include those arising under Wisconsin Fair Employment Act; Title VII of the Civil Rights Act of 1964, ; Section 1981 of the Americans with Disabilities Act, Civil Rights Act of 1866; the Civil Rights Act of 1991; the Age Discrimination in Employment Act (“ADEA”)of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; state or federal family and/or medical leave acts; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Employee Retirement Income Security Act of 1974; and any other federal, the Family and Medical Leave Actstate or local laws or regulations of any kind, common law and whether statutory or decisional. This release also includes, but is not limited to, a release of any and all other applicable federalclaims for wrongful termination, statetort, county or local statutesbreach of contract, ordinancesdefamation, or regulationsmisrepresentation, and the law violation of contract and tortpublic policy or invasion of privacy. The released Company similarly releases Employee except for claims also include claims of discrimination related to any negligence or harassment on the basis of workers’ compensation statusmisconduct. Additionally, but do not include workers’ compensation claims. By signing this Agreementand consistent with Company policy regarding D&O insurance generally and existing insurance policies in effect, the Executive Company acknowledges and agrees that the Executive intends Employee shall continue to waive and release be subject to all applicable rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect of indemnification relating to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member his service as an officer of the Company Group, which all parties acknowledge survives under the termination of the ExecutiveCompany’s employment pursuant to its termsby-laws and applicable law, and (C) shall continue to be covered by, and subject to indemnification under the Company’s director’s and officer’s insurance for all matters relating to or arising out of his service to the Company, and such rights that cannot be released as a matter of law. In addition, Executive to indemnification shall be required to extend expressly excluded from the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datehereunder.

Appears in 1 contract

Samples: Severance Agreement and Release (Johnson Outdoors Inc)

Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or Doc#: US1:12674436v6 regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Retirement Agreement (Red Robin Gourmet Burgers Inc)

Release of All Claims. In consideration for You, on your own behalf and on behalf of your heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably release, waive and forever discharge the promises Company and obligations set forth in this Agreementeach of its affiliates, the Executive hereby irrevocablyparents, unconditionallysuccessors, predecessors, and fully releases the Companysubsidiaries, RRIdirectors, each member of the Company Groupowners, and any affiliated entitiesmembers, and each and all of its/their current and former shareholders, officers, agents, directorsand employees of the Company and its affiliates, supervisorsparents, employeessuccessors, predecessors, and representativessubsidiaries (collectively, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (the foregoing are referred to as the Released PartiesReleasees”), from any and all chargescauses of action, complaintsclaims and damages, claimsincluding attorneys’ fees, and liabilities of any kind or nature whatsoever, whether known or unknown, suspected foreseen or unsuspected (hereinafter referred to as “claim” unforeseen, presently asserted or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of otherwise arising through the date of your execution of this Agreement. This release includes, but is not limited to, any claim or entitlement to salary, bonuses, any other payments, benefits or damages arising under any federal law (including, without limitationbut not limited to, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)Executive Order 11246, the Family and Medical Leave Act (“FMLA”), and the Worker Adjustment and Retraining Notification Act, common law each as amended and any and all other applicable federal, state, county local or foreign law relating to notice of employment termination or to severance pay); any claim arising under any state or local statuteslaws, ordinances, ordinances or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation statusregulations (including, but do not include workers’ compensation claims. By signing limited to, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act and any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium; provided, however, that this release shall not apply to (a) claims to enforce your rights under this Agreement, the Executive acknowledges that the Executive intends ; (b) claims for vested benefits pursuant to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other lawsERISA; provided that the Executive does not waive or release (c) claims with respect to your vested equity rights as of the Date of Termination; (Ad) claims to enforce the Company’s obligation to indemnify you to the extent such indemnification obligations exist; and (e) claims or administrative charges which legally may not be waived. You are waiving, however, any rights right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on your behalf arising out of or related to your employment with and/or separation from employment with the Company; provided that the Executive nothing in this Agreement limits any right you may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. You represent that you have not assigned any payments or benefits pursuant claim to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datethird party.

Appears in 1 contract

Samples: Amarin Corp Plc\uk

Release of All Claims. In consideration To the fullest extent permitted by law, you, for the promises and obligations set forth in this Agreementon behalf of yourself and your heirs, the Executive hereby irrevocablyexecutors, unconditionallyadministrators, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, hereby voluntarily, knowingly and all persons acting bywillingly waive, though, under, or in concert with any of them (“Released Parties”), from any release and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, forever discharge any and all claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, affiliates, stockholders, owners, directors, officers, employees, consultants, attorneys, agents, representatives, assigns and employee benefit plans, and each of their subsidiaries, affiliates, estates, predecessors, successors and assigns (each, individually, a “Company Releasee,” collectively referred to as the “Company Releasees”) with respect to any matter, including (without limitation) any matter related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)National Labor Xxxxx Xxxxx November 15, 2022 Relations Act, the Family and Medical Leave Act, common law the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and any Retraining Notification (“WARN”) Act, and all other applicable federal, state, county or state and local statutes, ordinances, or regulations, laws and the law regulations relating to employment that may be legally waived and released. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive or release claims with respect to bar (Ai) any rights that the Executive may have to any payments or benefits pursuant to Section 3 a claim for breach of this Agreement, (ii) any claim for coverage under any D&O or other similar insurance policy, (iii) any claim for indemnification under any written agreement with the Company, Company bylaws or applicable law or (iv) any claim that may not be waived under applicable law. You further expressly acknowledge and agree that all rights that you may have based on any unknown and undiscovered facts, and all rights that are provided in California Civil Code Section 1542 are expressly waived. California Civil Code Section 1542 states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that you may later discover claims or facts in addition to or different from those which you now know or believe to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, you waive any and all Claims that might arise as a result of such different or additional claims or facts You represent that you have not filed any complaints, charges, or lawsuits against the Company with any governmental agency or any court. You agree that you will not initiate or encourage any such actions regarding the claims released under this Agreement, whether on your own behalf or in a representative capacity, and will not participate in any such action, whether individually or as a member of a class or other collective mechanism. However, nothing in this Agreement prevents you from filing a charge or complaint with, or from participating in, an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the Securities and Exchange Commission (“SEC”) or any other federal, state, or local agency (each a “Governmental Agency”). However, to the extent permitted by applicable law, by entering into this Agreement, you expressly waive any right to recover any type of personal relief from the Company, including monetary damages or reinstatement, in any administrative action or proceeding, whether state or federal, and whether brought by you or on your behalf by an administrative agency, related in any way to the matters released herein. It is the intention of the Parties that with the execution of this release, the Company Releasees will be absolutely, unconditionally and forever discharged of and from all obligations related in any way to the matters released herein, except as otherwise required by law. Notwithstanding the foregoing, nothing in this Agreement or any other agreement that you have with the Company shall prohibit or restrict you from (i) making any voluntary disclosure of information or documents concerning possible violations of law to any Governmental Agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company, (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that employee has reason to believe is unlawful or (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934. Xxxxx Xxxxx November 15, 2022 Pursuant to 18 U.S.C. § 1833(b), you hereby acknowledge that you shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (B) any claims solely for the purpose of reporting or rights investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under the indemnification policy of any member of seal in a lawsuit or other proceeding. You understand that if you file a lawsuit for retaliation by the Company Groupfor reporting a suspected violation of law, which all parties acknowledge survives you may disclose the termination of trade secret to your attorney and use the Executive’s employment pursuant to its termstrade secret information in the court proceeding if you (x) file any document containing the trade secret under seal, and (Cy) rights that cando not be released as a matter of lawdisclose the trade secret, except pursuant to court order. In addition, Executive shall be required to extend the release and waiver of claims set forth Nothing in Section 7 of this Agreement (or any other agreement by and between the related representations, acknowledgementsCompany and you is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets expressly allowed by such section. You hereby further acknowledge and agree that the Company and all other Company Releasees have fully satisfied any and all obligations whatsoever owed to you arising out of your employment with the Company or any other Company Releasee, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of that no further payments or benefits are owed to you by the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateCompany or any other Company Releasee.

Appears in 1 contract

Samples: Via Personal Delivery (TuSimple Holdings Inc.)

Release of All Claims. In consideration for the promises and obligations set forth in this the Retirement Agreement dated as of September , 2018, by and among ADT, Inc. (“ADT”), The ADT Security Corporation (the “Company”), solely for purposes of Sections 3.E and 11, Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“TopCo”), and Xxxxxxx X. Xxxxx (“Xxxxx”) (the “Retirement Agreement”), the Executive Xxxxx hereby irrevocably, unconditionally, and fully releases TopCo Parent, L.P. (“TopCo”), ADT, the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive Xxxxx at any time had or claimed to have or that the Executive Xxxxx may have or claim to have regarding any matter as of the date of this AgreementRelease, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s Xxxxx’x employment or termination of employment with the Company. It is expressly understood by the Executive Xxxxx that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this AgreementRelease, the Executive Xxxxx acknowledges that the Executive Xxxxx intends to waive and release all rights known or unknown that Executive Xxxxx may have against the Released Parties under these and any other laws; provided that the Executive Xxxxx does not waive or release claims with respect to (A) any rights that the Executive he may have to any payments or benefits pursuant to Section 3 of this the Retirement Agreement, (B) any claims or rights under the indemnification policy of Topco, ADT, the Company, or any member of their respective subsidiaries in accordance with their respective operating agreements and in accordance with Section 9 of the Company GroupEmployment Agreement, which all parties acknowledge survives the termination of the Executive’s Xxxxx’x employment pursuant to its terms, (C) rights as an equityholder of TopCo and ADT, (D) any rights that Xxxxx has pursuant to the Retirement Agreement and any agreements governing his equity ownership, as applicable, and (CE) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Retirement Agreement (ADT Inc.)

Release of All Claims. In consideration for of the promises and obligations performances set forth in this Agreementherein, Plaintiffs on behalf of themselves, their successors and assigns hereby releases and forever discharges the Executive hereby irrevocably, unconditionally, City and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their its current and former shareholders, officers, agents, directors, supervisors, employees, elected officials and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), agents from any and all charges, complaintsdemands, claims, causes of action, obligations, agreements, promises, representations, damages, suits and liabilities whatsoever, of any kind or nature whatsoeverin law or in equity, that exists as of the date this Agreement is executed, whether developed or undeveloped, known or unknown, suspected foreseen or unsuspected (hereinafter referred unforeseen. Plaintiffs acknowledge that they each consciously intend these consequences even as to as “claim” or “claims”), claims for damages that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter exist as of the date of this Agreement, includingbut which Plaintiffs do not know exist, and which, if known, would materially affect Plaintiffs' decision to execute this Agreement, regardless of whether Plaintiffs' lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. The claims Plaintiffs are releasing include (without limitationlimiting the generality of the foregoing) all claims, any and demands, or actions which were or could have been asserted by Plaintiffs; all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Iowa Wage Payment Collection Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, statute or regulations, regulation; and any claims arising under the common law of contract and tort. The released claims also include claims the State of discrimination Iowa or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release state, except for claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter legally released, including claims for compensatory damages; punitive damages; mental anguish and emotional distress; pain and suffering; loss or reduction of lawearnings or earning capacity; lost earnings; attorneys' fees, costs and interest. In addition, Executive shall be required to extend consideration of the release promises and waiver of claims performances set forth in Section 7 herein, the City hereby releases Plaintiffs and forever discharges them from any and all demands, claims, causes of this Agreement (and the related action, obligations, agreements, promises, representations, acknowledgementsdamages, suits and covenants as set forth liabilities whatsoever, of any kind or nature in this Agreementlaw or in equity, including Sections 6, 9, 10 and 11 hereof) effective that exists as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to date this Agreement where indicatedis executed, not earlier thanwhether developed or undeveloped, and not later than forty-five (45) days followingknown or unknown, the Separation Dateforeseen or unforeseen.

Appears in 1 contract

Samples: Settlement Agreement and Release

Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases TopCo, ADT, the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company GroupGroup in accordance with its respective operating agreement and in accordance with Section 9 of the Employment Agreement, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, (C) rights as an equityholder of TopCo and ADT, (D) any rights that the Executive has pursuant to this Agreement and any agreements governing his equity ownership, as applicable, and (CE) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Retirement Agreement (ADT Inc.)

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Release of All Claims. In consideration for the promises severance benefits referenced above, I hereby generally and obligations set forth in this Agreement, completely release the Executive hereby irrevocably, unconditionallyCompany and its affiliates, and fully releases the Companyits and their parents, RRIsubsidiaries, each member of the Company Groupsuccessors, predecessors and affiliates, and any affiliated entitiesits and their partners, and each and all of its/their current and former shareholdersmembers, directors, officers, employees, stockholders, shareholders, agents, directorsattorneys, supervisorspredecessors, employeesinsurers, affiliates and representativesassigns (collectively, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (the “Released Parties”), of and from any and all charges, complaints, claims, liabilities and liabilities of any kind or nature whatsoeverobligations, both known or and unknown, suspected that arise out of or unsuspected (hereinafter referred are in any way related to as “claim” events, acts, conduct, or “claims”), that the Executive omissions occurring at any time had prior to or claimed to have or that the Executive may have or claim to have regarding any matter as of on the date I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of this Agreementor in any way related to my employment with the Company and its affiliates, includingor their affiliates, without limitation, any and or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in any manner incidental to the Executive’s employment Company and its affiliates, or termination their affiliates; (c) all claims for breach of employment with contract, wrongful termination, and breach of the Company. It is expressly understood by the Executive that among the various rights implied covenant of good faith and fair dealing; (d) all tort claims, including claims being waived for fraud, defamation, emotional distress, and discharge in this release include those violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the Civil Rights Act of 1964, ; the Americans with Disabilities Act, Act of 1990; the Age Discrimination in Employment Act (“ADEA”), ; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act (“FMLA”); the National Labor Relations Act, common law ; the Worker Adjustment and Retraining Notification Act; the California Labor Code; the California Fair Employment and Housing Act (Cal. Gov’t Code §12900 et seq.); the California Family Rights Act (Cal. Gov. Code §12945.2); the California Spousal Military Leave Law (Cal. Mil. & Vet. Code §395.10); the California WARN Act (Cal. Lab. Code §1400 et seq.); including all claims arising under California state laws and all municipal laws or ordinances within that jurisdiction; and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and amendments to the law of contract and tortforegoing. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing Excluded from this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) Release are any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that by law cannot be released as waived in a matter of law. In addition, Executive shall be required to extend the release private agreement between an employer and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateemployee.

Appears in 1 contract

Samples: Employment Agreement (Trinet Group, Inc.)

Release of All Claims. In consideration for CEO has elected to receive the promises and obligations set forth Benefits and, in this Agreementexchange, CEO agrees that the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member Benefits are being paid by Sound Transit in full satisfaction of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities liabilities, demands or causes of any kind or nature whatsoeveraction, whether known or unknown, suspected made individually, derivatively or unsuspected (hereinafter referred to as “claim” or “claims”)a member of a class, that the Executive at any time had or claimed to have or that the Executive CEO may have or claim to have regarding against Sound Transit, any matter as related entities, affiliates and joint ventures and all officers, board members, supervisors, agents, employees, attorneys, representatives, insurers, benefit plans or anyone else against whom CEO could assert a claim based on CEO's employment with Sound Transit or the termination of the date of this Agreementthat employment, including, without limitation, including but not limited to any claims for additional compensation in any fonn or damages. Sound Transit also agrees to voluntarily waive any and all claims related to it may have against CEO based upon CEO's employment with Sound Transit or in any manner incidental to the Executive’s employment or termination of that employment with and it voluntarily and expressly, fully and forever releases CEO from any and all such claims. By signing this Release, CEO knowingly, voluntarily and expressly, fully and forever releases Sound Transit and the Company. It is expressly understood by others named above from any and all such claims, whether for discrimination, breach of contract, or any other claim for relief or remedy (including fees, costs and expenses) under any city, state, local or federal laws, including but not limited to, claims under the Executive that among the various rights and claims being waived Age Discrimination in this release include those arising under Employment Act, Title VII of the Civil Rights Act of 1964of1964, the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Older Workers' Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment Act (“ADEA”)and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the Family and Medical Leave Act, common law and any and the CEO Retirement Income Security Act of 1974 (other than claims for vested benefits), all other applicable federal, state, county or local statutes, ordinances, or regulationsas amended, and the law of contract civil rights, employment and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy labor laws of any member of city, locality, state and the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its termsUnited States, and (C) rights CEO agrees and promises, on his own behalf and on behalf of his heirs, executors, administrators, successors and assigns, that canhe shall not be released as a matter of law. In additionfile any charge, Executive shall be required to extend the release and waiver of claims set forth lawsuit or other action asserting any such claim in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateany forum.

Appears in 1 contract

Samples: Sound Transit Chief Executive Officer Employment Agreement

Release of All Claims. In consideration for The Parties intend to effectuate with this Agreement the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member complete extinguishment of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected and actions of any nature whatsoever, from the beginning of time to the effective date of this Agreement and for EXECUTIVE on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (hereinafter collectively, the “Releasing Parties”) to release and forever discharge COMPANY and each and every officer, director, executive, agent, parent, subsidiary, wholly owned company, affiliate and division of COMPANY, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (all of which are referred to collectively in this Paragraph 3 and in Paragraph 4 of this Agreement as “claim” or “claimsCOMPANY”), that of and from any and all manner of actions, causes of actions, charges, suits, rights to attorneys’ fees or costs, debts, obligations, claims, and demands whatsoever in law or equity by reason of any matter, cause or thing whatsoever, and particularly, but without limitation of the Executive at foregoing general terms, by reason of any time had claims or claimed actions arising from EXECUTIVE’s separation of employment or relationship with COMPANY. In addition, the Releasing Parties unconditionally release, discharge, waive, and hold harmless the COMPANY from each and every other claim, cause of action, right, liability, penalty, expense, or demand of any kind and nature, whether or not presently known to have exist, which any of the Releasing Parties have, had, or that the Executive may have against the COMPANY relating to or claim to have regarding arising out of any matter as of arising on or before the effective date of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement will be considered a release of EXECUTIVE’s claims, if any, (i) for vested retirement benefits and/or health insurance continuation benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended, (ii) for breach of this Agreement and/or (iii) regarding any rights to exculpation, indemnification, and/or advancement of expenses under COMPANY’s governing documents or any agreement with COMPANY and/or any rights to benefits or coverage under directors’ and officers’ insurance policies maintained by COMPANY. Notwithstanding anything to the contrary herein, nothing in this Agreement will be considered a release of EXECUTIVE’s claims which arise after the Effective Date, if any, (i) for vested retirement benefits and/or health insurance continuation benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended, (ii) regarding any rights, remedies, and/or benefits (collectively in this sentence, “rights”) under this Agreement, (iii) regarding any rights solely as a shareholder of COMPANY, (iv) regarding any matter under the Shareholders’ Agreement to which the Parties are a party, (v) regarding any rights under any and all voting agreements and/or proxies relating to shares of COMPANY (including, without limitation, under equity incentive plans of COMPANY and/or stock option or other award agreements of COMPANY with others), (vi) regarding any vested rights in or under stock option or other award agreements with COMPANY and corresponding equity incentive plans of COMPANY, (vii) regarding any matter solely as a member of the board of directors of COMPANY (including, without limitation, as a member of any committee of such board), (viii) for any claim of coverage of, or payment of benefits for or to, EXECUTIVE and any of his dependents with respect to claims arising during any period in which any of them has been covered by medical or healthcare benefits plans maintained or sponsored by COMPANY, and/or (ix) regarding any rights to exculpation, indemnification, and/or advancement of expenses under COMPANY’s governing documents or any agreement with COMPANY and/or any rights to benefits or coverage under directors’ and officers’ insurance policies maintained by COMPANY. With respect to the claims that the Releasing Parties are releasing and waiving, they are releasing and waiving not only their right to recover money or other relief in any action that they might institute, but also they are releasing and waiving their right to recover money or other relief in any action that might be brought on their behalf by any other person or entity including, but not limited to, the United States Equal Employment Opportunity Commission, the Department of Labor, or any other federal, state or local governmental agency or department. The Releasing Parties acknowledge and agree that the released claims include any that have been or may hereafter be asserted on EXECUTIVE’s behalf in any class or collective action relating to his employment and/or the termination of his employment with the COMPANY (“Class/Collective Action”). Accordingly with regard to the released claims: (a) the Releasing Parties waive any right to participate in any Class/Collective Action, including serving as a class representative or named plaintiff; and (b) the Releasing Parties waive any right to receive notice of any pending or resolved Class/Collective Action. In the event that any of the Releasing Parties are included or identified as a member or potential member of a class or collective in Class/Collective Action with regard to claims released herein, the Releasing Parties agree to (i) opt out of such proceeding after learning of the inclusion of the Releasing Parties by executing without objection or delay any opt out form presented to the Releasing Parties, and/or (ii) not to opt in to such proceeding. Excluded further from the release and waiver are any claims or rights which cannot be waived by law, such as his right to file a charge with an administrative agency or participate in any agency investigation. The Releasing Parties are, however, waiving their right to recover any money in connection with such a charge or investigation. If a lawful subpoena to testify before any entity is issued any of the Releasing Parties, such Releasing Party will immediately notify COMPANY and provide it with a copy of the subpoena. This Agreement is a full and final bar to any claims that the Releasing Parties may have against the COMPANY with regard to the released claims, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.:

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Goodman Networks Inc)

Release of All Claims. In consideration for receiving the promises Transition Pay described in Paragraph 3, to the fullest extent permitted by law, you and obligations set forth in this Agreementyour heirs, the Executive hereby irrevocablyexecutors, unconditionallybeneficiaries, and fully releases the Companysuccessors, RRIassignees, each member of the Company Groupimmediate family members, and any affiliated entitiesother person or entity who could now or hereafter assert a claim in your name or on your behalf waive, release, and each forever discharge the Company and all of its/their current and former shareholdersits predecessors, successors or past or present parent companies, affiliates, subsidiaries, stockholders, directors, officers, former or current employees, consultants, attorneys, agents, directors, supervisors, employees, assigns and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them employee benefit plans (“Released Parties”), ) from any and all charges, complaintsliabilities, claims, and liabilities wages, agreements, obligations, demands, causes of action, attorneys’ fees and/or expenses known or unknown, suspected or unsuspected, arising out of or in any kind way connected with your employment with the Company, the end of your employment, and/or any other transactions, occurrences, acts or nature whatsoeveromissions, known or unknown, suspected or unsuspected unsuspected, resulting from any act or omission by or on the part of the Released Parties, or any of them, committed or omitted up to and including the date you execute this Agreement (hereinafter referred to as collectively claim” or “claimsClaims”), that . Without in any way limiting the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as generality of the date of foregoing, the Claims which you are waiving and releasing in this AgreementAgreement include, includingbut are not limited to: (i) any claim or violation under federal, without limitationstate, any and all claims related to or local Constitution, statute, regulation, ordinance and/or common law that may apply in any manner incidental to the Executive’s employment or termination of context your employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising , including for alleged discrimination, harassment, failure to accommodate, or retaliation, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Americans with With Disabilities Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the False Claims Act, the Xxxxxxxx-Xxxxx Act of 2002, the federal and California Worker Adjustment and Retraining Notification Acts, the California Fair Employment and Housing Act, the Illinois Human Rights Act, the New York State Human Rights Law, the New York City Human Rights Law, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Overtime Law, the Massachusetts Payment of Wages Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor statute, the Massachusetts Earned Sick Time Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the West Virginia Human Rights Act, any amendments to the foregoing, or any other federal, state, or local statute or common law which forbids discrimination, harassment, or retaliation in any aspect of employment; (ii) any claim of negligence, breach of an express or implied employment contract, violation of public policy, wrongful discharge, conspiracy, fraud, infliction of emotional distress, mental or physical injury, or defamation; (iii) any claim for benefits under any of the Company’s employee benefits plans; and (iv) any claim for reinstatement, equitable relief, or damages of any kind whatsoever. The scope of what you release in this Agreement includes, but is not limited to, a full general release of any and all Claims or potential Claims that you may have against the Company and/or against any of the other Released Parties, for any and all injunctive relief, declaratory relief, physical injury, personal injury, and injury of any and all other kinds, and/or any and all other kinds of alleged damages, or other monetary obligation, or obligation of any other sort, including but not limited to, any and all compensatory damages, emotional distress damages, punitive damages, costs, attorneys’ fees, and any and all other applicable federal, state, county kinds of damages that are based in whole or local statutes, ordinances, in part on any act or regulations, and omission occurring on or before the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing date you sign this Agreement. However, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 execution of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreementdoes not bar any claim that arises hereafter, including Sections 6(without limitation) a claim for breach of this Agreement and, 9if applicable, 10 and 11 hereof) effective as any claims relating to any extension of the Separation Date (the “Bringpost-Down Release”), termination exercise period applicable to include all your vested options. This release of claims does not otherwise excluded from such release arising through affect your vested rights in and including the Separation Date. Such extension shall to any benefit plan to which you may be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateentitled upon your separation.

Appears in 1 contract

Samples: Transition Agreement (Blend Labs, Inc.)

Release of All Claims. Employee acknowledges that the payments and benefits described in this Agreement exceed any amount to which Employee would be entitled under Iomega's standard policies, procedures and benefits program. In consideration for entering into this Agreement and for the payments and other promises by Iomega stated herein, Employee for himself and obligations set forth in this Agreementon behalf of Employee's heirs, the Executive hereby irrevocablyagents, unconditionallysuccessors, assigns and all affiliated persons, both past and present, waives all claims against and releases, waives, acquits and forever discharges Iomega and its officers, directors, shareholders, agents, employees, representatives, and fully releases the Companyall parent, RRIsubsidiary and affiliated companies, each member of the Company Grouptogether with their employees, officers, directors and any affiliated entitiesshareholders, and each and all of its/their current Iomega's predecessors and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (hereinafter referred to as "Released Parties"), from any and all charges, complaintsliabilities, claims, actions, causes of action, injuries, wages and liabilities compensation and/or damages of any kind or nature whatsoeverand character, including, without limitation, all claims by Employee for wages, salary, bonuses, commissions, vacation pay, Separation Pay, reimbursement for expenses, attorneys' fees and costs (except for workers' compensation insurance benefits), and from all claims based upon matters relating in any way to Employee's employment, conditions of employment and/or termination of employment with Iomega, whether known or unknown, suspected or unsuspected (hereinafter referred unsuspected, up to and including the date on which Employee signs this Agreement. This waiver and release includes but is not limited to a release of all wrongful termination claims, all claims under state and federal discrimination laws, including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, Americans with Disabilities Act, California Fair Employment and Housing Act and any other federal or state discrimination laws. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a waiver or release of rights to enforce the provisions of this Agreement. THIS MEANS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE WILL HAVE WAIVED ANY RIGHT TO BRING A LAWSUIT, CLAIM OR ACTION AGAINST IOMEGA BASED ON ANY ACTIONS TAKEN UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT, AND WILL HAVE RELEASED IOMEGA FROM ANY AND ALL CLAIMS OF ANY NATURE RELATING TO EMPLOYEE'S EMPLOYMENT, ARISING UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT. The parties acknowledge that this is a full and final release, and that Employee intends and expressly agrees that it shall be effective as a bar to each and every claim” or “claims”), that demand and cause of action the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter employee has against Iomega as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Separation Agreement and General Release (Iomega Corp)

Release of All Claims. And Potential Claims Against Company and -------------------------------------------------------------- Covenant Not To Sue. ------------------- In consideration for of xxx payments made to him by Company and the other covenants and promises and obligations set forth contained in this Agreement, Stewart, with the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member intention of the Company Group, and any affiliated entities, and each binding himself and all of its/their current his heirs, xxxxxxors, administrators and former shareholdersassigns, does hereby release, remise, acquit and forever discharge Company and all of its past and present officers, directors, stockholders, employees, agents, directorsparent corporations, supervisorspredecessors, employeessubsidiaries, and representativesaffiliates, and its/their successors and estates, successors, assigns, partners and all persons acting by, though, under, or in concert with any of them attorneys (“Released Parties”), hereinafter "Releasees") from any and all claims, charges, complaintsactions, claimscauses of action, and sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities of any kind or nature (hereinafter collectively referred to as "Claims") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (hereinafter referred to unsuspected, which Stewart, individually or as “claim” a member of any class, now has, owns or “claims”), that the Executive xxxxx xr has at any time had heretofore ever had, owned or claimed to have held against Company or that the Executive may have or claim to have regarding any matter as of the date Releasees, including but not limited to those Claims arising out of this Agreementor in any way connected with Stewart's employment with Company or any of the other Releasees or txx xxxxxxation of any such employment relationship. This release and covenant not to sue includes, includingbut is not limited to, without limitationclaims for infliction of emotioxxx distress, claims for defamation, claims for personal injury of any kind, claims for breach of contract, claims for harassment and claims arising under federal, state or local laws prohibiting employment discrimination and claims growing out of any legal restrictions on Company's rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. Stewart specifically acxxxxxxxges and agrees that his release and covenant not to sue includes, but is not limited to, any and all claims related to or in any manner incidental to the Executive’s rights under federax xnd state employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, laws including without limitation the Age Discrimination in Employment Act of 1967 ("ADEA"), as amended, 29 U.S.C. ss. 621, et seq., the Civil Rights Act of 1964 ("Title VII"), as amended (including amendments made through the Civil Rights Act of 1991), 42 U.S.C. ss. 2000e, et seq., 42 U.S.C. ss. 1981, as amended, the Americans With Disabilities Act ("ADA"), as amended, 42 U.S.C. ss. 12101, et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. ss. 701, et seq., the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, 29 U.S.C. ss. 301, et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et seq., the Family and Medical Leave ActAct of 1993 ("FMLA"), common law and any as amended, 29 U.S.C. ss. 2601 et seq., the Fair Labor Standards Act ("FLSA"), as amended, 29 U.S.C. ss. 201 et seq. the Employee Polygraph Protection Act of 1988, 29 U.S.C. ss. 2001, et seq., and all other applicable federal, state, county or local statutes, ordinances, or regulations, state and the law federal workers' compensation laws. Stewart warrants that he has not filed any type of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have claim against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateComxxxx.

Appears in 1 contract

Samples: Severance and Consulting Agreement (LHC Group, Inc)

Release of All Claims. In consideration To the fullest extent permitted by law, you, for the promises and obligations set forth in this Agreementon behalf of yourself and your heirs, the Executive hereby irrevocablyexecutors, unconditionallyadministrators, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, hereby voluntarily, knowingly and all persons acting bywillingly waive, though, under, or in concert with any of them (“Released Parties”), from any release and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, forever discharge any and all claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, affiliates, stockholders, owners, directors, officers, employees, consultants, attorneys, agents, representatives, assigns and employee benefit plans, and each of their subsidiaries, affiliates, estates, predecessors, successors and assigns (each, individually, a “Company Releasee,” collectively referred to as the “Company Releasees”) with respect to any matter, including (without limitation) any matter related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the National Labor Relations Act, the Family and Medical Leave Act, common law the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and any Retraining Notification (“WARN”) Act, and all other applicable federal, statestate and local laws and regulations relating to employment that may be legally waived and released. However, county or local statutes, ordinances, or regulations, this release covers only those claims that arose prior to the execution of this Agreement and the law only those claims that may be waived by applicable law. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive or release claims with respect to bar (Ai) any rights that the Executive may have to any payments or benefits pursuant to Section 3 a claim for breach of this Agreement, (Bii) any claims claim for coverage under any D&O or rights other similar insurance policy or (iii) any claim for indemnification under any written agreement with the indemnification policy of Company, Company bylaws or applicable law. You understand that this Agreement does not limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any member of other federal, state or local governmental agency or commission (each, a “Government Agency”). You further understand that nothing in this Agreement or any other agreement that you have with the Company Groupshall limit your ability to communicate with, or otherwise participate in, to the extent permitted by applicable law and in accordance with the Rules of Professional Responsibility in the states in which you are licensed to practice law and/or provide services as counsel, any investigation or proceeding that may be conducted by, a Government Agency. You hereby further acknowledge and agree that the Company and all parties acknowledge survives other Company Releasees have fully satisfied any and all obligations whatsoever owed to you arising out of your employment with the termination of the Executive’s employment pursuant to its termsCompany or any other Company Releasee, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required no further payments or benefits are owed to extend you by the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateCompany or any other Company Releasee.

Appears in 1 contract

Samples: TuSimple Holdings Inc.

Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Severance Agreement (Red Robin Gourmet Burgers Inc)

Release of All Claims. In consideration exchange for the promises monies and obligations set forth in benefits given to you under this Agreement, you give up the Executive hereby irrevocably, unconditionally, and fully releases right to bring any claims whatsoever against the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, its officers, agents, directors, supervisors, employees, and representatives, agents and its/attorneys, Affiliates and their respective successors and assigns, heirs, executors, and all persons acting by, though, under, or in concert with any of them administrators (the Company Released Parties”)) that relate to your job, termination from any your job, or the severance and all chargesother benefits paid to you under this Agreement. You understand and agree that the Company requested that you review this Severance Pay Agreement and Release of All Claims with an attorney. The claims that you are giving up include, complaintsbut are not limited to, claimsclaims under the Age Discrimination in Employment Act, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected as amended (hereinafter referred to as claim” or “claimsADEA”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1966, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEAADA”), the Equal Pay Act, as amended, the Family and Medical Leave Act, common law the National Labor Relations Act, as amended, the Fair Labor Standards Act, as amended, the Worker Adjustment and Retraining Notification (“WARN”) Act, the Employee Retirement Income Security Act (“ERISA”), as amended, any and all State Workers Compensation claims of which the Company was not notified and that were not filed prior to your Termination Date, and all other applicable federal, state, county state or local statuteslaws regarding rights or claims relating to employment and common law, ordinancesincluding but not limited to, any claim for breach of an oral, implied or regulations, and the law written employment contract; negligent or intentional misrepresentations; wrongful discharge; defamation; negligent or intentional infliction of contract and tort. The released claims also include claims emotional distress; and/or violation of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claimspublic policy. By signing this Agreement, the Executive acknowledges that the Executive intends you have agreed to waive and your right to file any claim with any Commission, Board or Department relating to your job or your separation from the Company. This release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have apply to any payments or benefits pursuant claims concerning a breach of this Agreement or, except to Section 3 the extent specifically modified by the terms of this Agreement, (B) any claims or rights for vested benefits under the indemnification policy of any member employee benefit plans of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateor any affiliated Entity.

Appears in 1 contract

Samples: Severance Pay Agreement and Release of All (Juniper Bond Holdings IV LLC)

Release of All Claims. In consideration for You irrevocably and unconditionally release and forever discharge the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and SolarWinds Releasees from all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities claims of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive which you at any time had or claimed to have or that the Executive which you may have or claim to have regarding any matter events that have occurred as of the date of your execution of this Letter Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with SolarWinds, any and all claims based upon your Employment Agreement or any other agreement you have with the Company. It is expressly understood SolarWinds Releasees (except with regard to any claims arising after the date of this Letter Agreement for which you claim indemnification under the Indemnification Agreement dated December 15, 2008 with SolarWinds), written or oral, as well as any and all claims based upon contract, fraud, equity, tort, discrimination, harassment, retaliation, wrongful termination, personal injury, constructive discharge, emotional distress, public policy, wage and hour law, defamation, claims for debts, accounts, attorneys’ fees, compensatory damages, punitive damages, and/or liquidated damages, any claims arising out of your participation in any incentive, stock, or option plan maintained by any of the Executive that among the various rights SolarWinds Releasees, and any and all claims being waived in this release include those arising under the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, all claims under 42 U.S.C. 1981, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Workers Adjustment Retraining and Notification Act, the Texas Commission on Human Rights Act, the Texas Labor Code, and any other federal, state, or local statute governing employment, as such statutes may have been or may be amended from time to time, to the maximum extent such released claims are permitted by law. SolarWinds irrevocably and unconditionally release and forever discharges you from all claims of any kind or nature whatsoever, known or unknown, suspected or unsuspected which it at any time had or claimed to have or which it may have or claim to have regarding events that have occurred as of the date of its execution of this Letter Agreement, including, without limitation, any and all claims related or in any manner incidental to your employment with SolarWinds, any and all claims based upon your Employment Agreement or any other agreement you have with the SolarWinds Releasees, written or oral, as well as any and all claims based upon contract, fraud, equity, tort, discrimination, harassment, retaliation, wrongful termination, personal injury, constructive discharge, emotional distress, public policy, wage and hour law, defamation, claims for debts, accounts, attorneys’ fees, compensatory damages, punitive damages, and/or liquidated damages, and any and all claims arising under the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law Title VII of the Civil Rights Act of 1964, all claims under 42 U.S.C. 1981, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Workers Adjustment Retraining and Notification Act, the Texas Commission on Human Rights Act, the Texas Labor Code, and any and all other applicable federal, state, county or local statutesstatute governing employment, ordinancesas such statutes may have been or may be amended from time to time, or regulations, and to the law of contract and tort. The maximum extent such released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of are permitted by law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: SolarWinds, Inc.

Release of All Claims. (a) In consideration for the promises and obligations set forth severance benefits described in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases including the Company’s agreement to enter into the Consulting Agreement, RRIto the fullest extent permitted by applicable law, each member you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable federal, state, county or local statutes, ordinances, or regulations, and the law law. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement or release claims with respect any claim to indemnification under Section 2802 of the California Labor Code. Notwithstanding the foregoing, you are not hereby releasing the Company from any of the following claims: (Aa) any rights that the Executive or claims for indemnification you may have pursuant to any payments written indemnification agreement with the Company to which you are a party, the charter, bylaws or benefits pursuant to Section 3 other governing documents of this Agreementthe Company, or under applicable law, or under directors and officers liability, errors and omissions or other insurance policies including any run-off endorsement relating thereto, or otherwise; (Bb) any rights or claims to contribution you may have in the event of the entry of judgment against you as a result of any act or failure to act for which both you and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; or (c) any vested rights under the indemnification policy of any member of the Company Groupa Company-sponsored benefit plan (in this regard, which all parties you acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights agree that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 Paragraph 4 of this Agreement (and accurately reflects the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as terms of the Separation Date (the “Bring-Down Release”your outstanding equity awards), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: INPHI Corp

Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee fully and forever waives, unconditionallyreleases, acquits and fully releases the Companydischarges Employer from and for all manner of claims, RRIactions, each member suits, charges, grievances and/or causes of the Company Groupaction, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the effective date of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, grievances and/or causes of action for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, executions, wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to other claim or cause of action, which has or could have been alleged under the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various common law, civil rights and claims being waived in this release include those arising under statutes, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”), The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), any and all other applicable federal, state, county or local statutes, ordinances, and laws, and every type of relief (legal, equitable and otherwise), available to Employee. Employee covenants and agrees that he will not pursue or regulationsallege any claim, matter or cause of action in violation of, and/or released under, this Release. Nothing in this Release shall be construed as releasing Employer from, and the law Released Claims shall not include: (a) any obligation to pay those amounts due to Employee under Section 5(a) of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that terms and conditions thereof; (b) Employee’s rights to enforce the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member terms of the Company Group, which all parties acknowledge survives Employment Agreement that survive the termination of the ExecutiveEmployment Period (as defined in the Employment Agreement); (c) Employee’s employment pursuant rights described in Section 5(d) of the Employment Agreement; (d) Employee’s non-forfeitable rights to its termsaccrued benefits (within the meaning of Sections 203 and 204 of ERISA), (e) Employee’s right to indemnification or exculpation under the Employment Agreement, Employer’s policies or law with respect to Employee’s service as a director or officer of Employer; (f) any claims for wages that are due and owing to Employee; (Cg) rights any claims that by law cannot be released as waived by private agreement without judicial or governmental supervision; or (h) Employee’s right to file a matter charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission (“EEOC”) or similar government agency; provided that even though Employee can file a charge or participate in an investigation or proceeding conducted by the EEOC or similar government agency, by executing this Release, Employee is waiving his ability to obtain relief of any kind from Employer to the extent permitted by law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.

Appears in 1 contract

Samples: Letter Agreement (Tyme Technologies, Inc.)

Release of All Claims. In consideration for The undersigned Xxxxxx Xxxx ( “Releasor”) in connection with a settlement agreement resolving all employment-related claims by and with regard to the promises Releasees (as defined below) hereby releases and obligations set forth in this Agreementforever discharges Accentia Biopharmaceuticals, Inc. (“Accentia”), TEAMM Pharmaceuticals, Inc. (“TEAMM”), Biovest International, Inc., (“BioVest”) and Analytica International, Inc., as well as all officers and directors of each of the Executive hereby irrevocablyforegoing corporations and their subsidiaries, unconditionallyaffiliates, agents, servants, employees, officers, insurers, successors, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entitiesassigns, and each and every one of them (hereinafter collectively referred to as “Releasees”) of and from any and all claims, demands or causes of its/their current action, which the Releasor now has or claims to have, or which may hereinafter accrue against the Releasees, arising or growing out of any event occurring at any time before the date hereof, including, without limiting the generality of the foregoing, all claims, demands or causes of action arising out of employment agreements and former shareholderstransactions involving Releasor and any one or more of the Releasees. Nothing herein shall be construed to release or otherwise effect any obligation of Releasor to repay money borrowed by Releasor from Xx. X’Xxxxxxx or any affiliate of Xx. X’Xxxxxxx. The undersigned agrees to defend, officersprotect, agentsindemnify and save harmless the said Releasees if any person, directorsfirm or corporation shall assert or attempt to assert any claim hereby released in settlement. The amounts paid by or on behalf of said Releasees was paid in strict settlement and compromise of the claim, supervisorswithout in any way admitting liability by or on behalf of the Releasees, employeesor to be considered or construed as a waiver by, an estoppel against, or a bar to any Releasee denying liability in other proceedings. No promise has been made to pay any further or other sums or any other further or other consideration for this Release. This is a full and final release for all liability and/or damage known and unknown. The undersigned is of legal age, under no disability and is duly authorized to execute the Release, and has read and fully understands the above and foregoing Release. The terms of this Release are contractual and not a mere recital. Wherever in this instrument any party shall be designated or referred to by name or general reference, such designation is intended to and shall have the same effect as if the words “heirs, executors, administrators, personal or legal representatives, successors and its/assigns” had been inserted after each and every such designation and all the terms, easements and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs, executors, administrators, personal or legal representatives, successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Daterespectively.

Appears in 1 contract

Samples: Accentia Biopharmaceuticals Inc

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