Resignation and Release. In consideration of the Settlement Payment, Officer irrevocably and unconditionally releases, acquits and forever discharges the Company, its past and present affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents (hereinafter referred to for purposes of this section as the “Released Parties”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which Officer ever had, currently has, shall or may have against any or all of the Released Parties, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Act, and all rights and claims under the Massachusetts Wage Act (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time. Notwithstanding the foregoing, the release contained herein shall not (a) release Officer from their obligations pursuant to this Agreement or the Company from its obligation to pay the Settlement Payment or (b) be deemed to prohibit Officer from filing a charge with, or participating in any investigation or proceeding before, any local, state or federal government agency, including the EEOC or a state or local fair employment practices agency. Officer retains the right to participate in any such action but not the right to recover money damages or other individual legal or equitable relief awarded by any such governmental agency, including any payment, benefit, or attorneys’ fees, and hereby waives any right or claim to any such relief; provided, however, that nothing herein shall bar or impede in any way Officer’s ability to seek or receive a monetary incentive award from any governmental agency or regulatory authority in connection with information provided to the governmental agency or regulatory authority. The Company, for itself and for its successors and assigns hereby irrevocably and unconditionally releases, acquits and forever discharges Officer from any and all Claims (as defined above) which the Company ever had, currently has, shall or may have against Officer arising out of acts Officer undertook in good faith and in a manner Officer reasonably believed to be in or not opposed to the best interests of the Company; provided, however, and for the avoidance of doubt, that this release does not include any claims arising out of or related to any fraudulent or criminal conduct or willful misconduct by Officer. Notwithstanding the foregoing, the release contained herein shall not release the Released Parties from their obligations pursuant to this Agreement.
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Resignation and Release. In consideration (a) M▇▇▇▇ hereby tenders his resignation as an employee of Seller.
(b) As a material inducement for the Settlement PaymentSeller Parties to enter into this Agreement, Officer irrevocably and unconditionally releases, acquits each Buyer Party releases and forever discharges the Company, its past Seller Parties and present affiliateseach of their current and former predecessors, subsidiaries, parent companiesaffiliates, predecessors, and successors, and all of their respective past and present assigns, officers, directors, shareholders, managers, membersstockholders, employees, representativesagents, attorneysattorneys and each of their heirs, consultantssuccessors, assigns, agents, and agents attorneys (hereinafter referred to for purposes of this section as the “Released PartiesReleasees”), ) from any and all claims, demandscharges, rightscomplaints, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual liabilities or obligations of whatever any kind whatsoever, arising in tort or naturecontract, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen which any Buyer Party may have, now has, or unforeseenhas ever had arising from M▇▇▇▇’▇ employment with the Seller Parties or the termination of that employment, suspected or unsuspected, relating to any other matter whatsoever or event which may have occurred on or before the date of this Agreement (collectively, the “Released Claims”) which Officer ever had, currently has, shall or may have against any or all of the ). The Released Parties, includingClaims include, but are not limited to, any and all claims claims, charges, complaints, liabilities or obligations under federal, state or local law, including the Fair Housing Act, the Texas Fair Housing Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Family and Medical Leave Act, the Americans with Disabilities Act, the Texas Commission on Human Rights Act, the Texas Labor Code, and all rights and the Employee Retirement Income Security Act. Each Buyer Party further agrees not to bring any Released Claim or action against the Releasees, either individually or collectively; provided however, that M▇▇▇▇ may file a lawsuit to challenge the validity of the release of the ADEA claims under the Massachusetts Wage Act this subsection (Massachusetts law regarding payment of wages and overtimec), including the knowing and voluntary nature of the ADEA release under the OWBPA. Each Buyer Party agrees that if any rights Buyer Party breaches this subsection (c) and initiates a legal proceeding or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time. Notwithstanding the foregoing, the release contained herein shall not (a) release Officer from their obligations pursuant to this Agreement or the Company from its obligation to pay the Settlement Payment or (b) be deemed to prohibit Officer from filing files a charge with, or participating in any investigation or proceeding before, any localReleased Claim with a federal, state or federal government local agency, the Buyer Parties shall be jointly and severally liable for any and all expenses incurred by the person or entity who has to defend the action, including reasonable attorney’s fees; provided however, that this sentence shall not apply to claims initiated by M▇▇▇▇ to challenge the validity of the release of the ADEA claims under this subsection (c), including the EEOC or a state or local fair employment practices agency. Officer retains the right to participate in any such action but not the right to recover money damages or other individual legal or equitable relief awarded by any such governmental agency, including any payment, benefit, or attorneys’ fees, knowing and hereby waives any right or claim to any such relief; provided, however, that nothing herein shall bar or impede in any way Officer’s ability to seek or receive a monetary incentive award from any governmental agency or regulatory authority in connection with information provided to the governmental agency or regulatory authority. The Company, for itself and for its successors and assigns hereby irrevocably and unconditionally releases, acquits and forever discharges Officer from any and all Claims (as defined above) which the Company ever had, currently has, shall or may have against Officer arising out of acts Officer undertook in good faith and in a manner Officer reasonably believed to be in or not opposed to the best interests voluntary nature of the Company; provided, however, and for ADEA release under the avoidance of doubt, that this release does not include any claims arising out of or related to any fraudulent or criminal conduct or willful misconduct by Officer. Notwithstanding the foregoing, the release contained herein shall not release the Released Parties from their obligations pursuant to this AgreementOWBPA.
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