General Release by Employee. In consideration of the payments and benefits to be made under the Separation Agreement, dated as of February 28, 2020 (the “Separation Agreement”), and between Xxxxx Xxxxxxxxxx (“Employee”), DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, Holdco, the Parent and their subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners and the investment funds affiliated with Providence Equity Partners, Xxxxxxxx Capital and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Securi...
General Release by Employee. In exchange for Motive’s covenants, agreements, and payments as set forth in this Release and the Employment Agreement executed on February 20, 2006 by and between Motive, Inc. and Employee (the “Employment Agreement”), Employee hereby irrevocably and unconditionally releases, relieves, acquits, waives, relinquishes and discharges Motive and its parents, subsidiaries, affiliates and operating divisions, and its/their employees, members, officers, directors, shareholders, insurers, agents, representatives, heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”) of and from any and all claims, debts, obligations, promises, agreements, liabilities, damages, costs, attorneys’ fees, expenses, suits, appeals, actions and causes of action, of whatever kind or character (including but not limited to, claims of misappropriation of trade secrets, inevitable disclosure, breach of fiduciary duty or the duty of loyalty, unfair competition, tortious interference with contract, tortious interference with business relations, theft, or breach of contract), that Employee has or could have asserted against the Released Parties, and all other constitutional, federal, state and local law claims, whether statutory, regulatory, common law or otherwise, whether known or unknown, whether foreseen or unforeseen, at law or in equity, for or because of any matter or thing done, omitted, or suffered to be done by the Released Parties at any time up through the date of the execution of this Release, or subsequent to the execution of this Release if arising out of conduct occurring before the execution of this Release. Notwithstanding anything in this Release to the contrary, by executing this Release in compliance with Sections 5 and/or 6 of the Employment Agreement, as applicable, the parties acknowledge that Employee’s rights: (A) to the payments, benefits and rights provided for in Sections 5, 6(b), 13 and 14 of the Employment Agreement, if any, are not waived and shall continue to be governed by the terms of the Employment Agreement; (B) under the Indemnification Agreement, dated February 20, 2006, by and between Motive, Inc. and Employee and any other rights to indemnification and/or protection under any directors and officers insurance policies, Motive’s by-laws and certificate of incorporation, agreements and insurance policies and applicable law, are not waived and shall continue to be governed by the terms thereof; (C) under the Restrict...
General Release by Employee. Employee unconditionally, irrevocably and absolutely releases and discharges Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, as well as Company’s employees, officers, directors, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Company, the termination of Employee’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local state or federal law, including, but not limited to alleged violations of the California Labor Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Employee expressly waives Employee’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or on Employee’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement; any claims for payment or benefits under the Separation Agreement; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the ...
General Release by Employee. In consideration of the foregoing, which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, the Company and each of its subsidiaries, divisions, affiliates, operating companies, predecessors and successors, as well as all of the current and former employees, officers, directors, owners, shareholders, partners, representatives, agents and affiliates of each of them (collectively, the “Released Parties”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released Parties, whether legal, equitable or administrative, whether known or unknown, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, termination of employment from, service for or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company or any of its affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of the Company or any of its affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any ot...
General Release by Employee. Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities of any kind or character whatsoever (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release specifically applies to:
General Release by Employee a. In exchange for the Company’s promises as set forth herein (including without limitation its obligations as set forth in Section 2), and for other good and valuable consideration, the receipt and sufficiency of which Employee hereby acknowledges, to the fullest extent permitted by law Employee hereby irrevocably and unconditionally releases, waives and forever discharges the Company, its direct and indirect parents, subsidiaries and affiliates, partnerships, successors and assigns, and all of their past and present directors, members, partners, contractors, distributors, officers, stockholders, consultants, agents, representatives, attorneys, employees, employee benefit plans and plan fiduciaries (collectively, the “Company Releasees”), individually and collectively, from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that he/she has ever had, may now have, or may later assert against any of the Company Releasees, whether or not arising out of or related to Employee’s employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time through the date of Employee’s execution and delivery of this Agreement (hereinafter referred to as “Employee Claims”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor, employment or civil rights laws, as amended, including, without limitation, the federal Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amen...
General Release by Employee. Employee agrees for himself and his heirs, executors, agents, successors, predecessors, personal representatives, administrators, and assigns to release and forever discharge Millennial and AOL, including any of their parents, subsidiaries, affiliated and/or related entities or insurers, as well as their directors, administrators, officers, employees, insurers, agents, representatives and assigns, from any and all administrative claims, demands, actions, causes of action, statutory rights, duties, debts, sums of money, lawsuits, contracts, agreements, controversies, promises, damages (whether actual, punitive, or exemplary or of some other nature or kind), including without limitation, wages, benefits, back pay, front pay, and emotional distress, obligations, responsibilities, liabilities (including attorneys’ fees and costs actually incurred), accounts, injunctions, judgments, jury verdicts, and any other relief of any kind whatsoever, whether known or unknown, suspected or unsuspected, arising up to and including the date of execution of this Agreement. Causes of action released include, but are not limited to, breach of express or implied contract, covenant of good faith and fair dealing, all claims for discrimination, harassment, or retaliation, all claims for violation of public policy, all claims for alleged unpaid bonuses, wages, or other amounts, and all claims arising under, but not limited to, the following statutes: Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Civil Rights Act of 1866, the Family and Medical Leave Act, the Fair Labor Standards Act, Employee Retirement Income Security Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Rehabilitation Act of 1973, Title 20 of the State Government Article of the Maryland Code, the Maryland Flexible Leave Act, the Maryland Declaration of Rights, the Maryland Equal Pay Act, the Maryland Reasonable Accommodations for Disabilities Due to Pregnancy Act, the New York State Human Rights Law, the New York Labor Law, the New York Whistleblower Law, the New York Worker’s Compensation Law, all New York leave laws, the New York City Administrative Code, the New York City Human Rights Law, and all other federal, state, and/or local laws and/or common law claims relating to employment, benefits, or otherwise applicable to the relationship between Employee and Millennial or AOL. Emp...
General Release by Employee. In exchange for and in consideration of the payments, benefits, and other commitments described in the Agreement, and in addition to Employee’s other consideration expressed therein, Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, and assigns, hereby FULLY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Releasees, jointly and severally, of and from the Claims, that Employee may now have, has ever had, or hereafter may have, arising out of or relating to Employee’s employment with the Company or the termination of such employment, or any circumstances related thereto. Claims may include, but are not limited to, claims for wages, severance, back pay, front pay, commissions, bonuses, overrides, reimbursement, reinstatement, any kind of damages or benefits. Employee also releases any and all claims Employee may have that arose prior to the date of this Release, and hereby specifically waives and releases all claims under the ADEA, the OWBPA, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and/or 1871, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Americans With Disabilities Act, COBRA, the Family and Medical Leave Act of 1993, the National Labor Relations Act, 42 U.S.C. § 1981, the Employment Retirement Income Security Act of 1974, the Genetic Information Nondiscrimination Act, the Worker Adjustment and Retraining Notification Act, the Families First Coronavirus Response Act, the Texas Labor Code, all as amended, and any and all state or local statutes, ordinances, or regulations, including without limitation all Texas laws, ordinances, and regulations, as well as all claims arising under federal, state or local law, involving any tort, employment law, contract claim, whether based upon an express or implied contract, or statutory claim, as well as any claim under public policy or any other claim of any nature. It is the express intent of the parties that Employee’s waiver and release under this Release be as broad and applicable as legally permissible to all aspects of Employee’s employment with the Company and Employee’s separation therefrom. The above release does not waive Claims (i) under the Agreement, (ii) for unemployment or workers’ compensation, (iii) for vested rights under ERISA-covered employee benefit plans, (iv) that may arise after Employee signs this Release, or (v) which cannot be released by private agreement.
General Release by Employee. Employee hereby fully and forever releases and discharges the Company, its benefit plans, officers, directors, employees, agents, members, affiliates, parent entities, successors and assigns from liability for claims, causes of action and obligations of every nature whatsoever, including, without limitation, claims of negligence, breach of contract, wrongful discharge, intentional torts, defamation, and violation of federal, state or local laws, among which are laws which prohibit discrimination on the basis of race, color, national origin, religion, sex, age, disability and other protected traits, such as the Title VII of the Civil Rights Act of 1964 and the California Fair Employment and Housing Act. This release covers claims, known or unknown, which are based upon any act, event or failure to act which occurred before the date on which this Agreement is signed and becomes effective, except (i) claims pursuant to the letter agreement entered into between the Company and Employee dated August 1, 2007 regarding legal services to be provided by Employee to the Company, (ii) claims for vested pension benefits or (iii) claims for indemnification for actions taken by Employee while an employee and/or officer of the Company including, but not limited to, claims for indemnification pursuant the by-laws of LECG Corporation and that certain Indemnification Agreement entered into between the Employee and the Company dated November 3, 2002. For purposes of clarification, the Company acknowledges that it is obligated to indemnify Employee for any actions taken while he was an employee of the Company. Employee expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California, or any analogous state or federal law and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 of the Civil Code of the State of California states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, the parties expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all claims which the Employee does not know or ...
General Release by Employee. (a) Employee hereby releases and forever discharges Alion, its subsidiaries, affiliates, insurers, predecessors, successors, and assigns, and the directors, officers, shareholders, employees, representatives and agents of each of the foregoing (collectively “Releasees”) of and from the following:
