Common use of Claims Released Clause in Contracts

Claims Released. In exchange for the benefits payable, Sxxxxx for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the “Released Parties”), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that Sxxxxx may have arising out of or related to his employment with or separation from, NWEC (“Claims”). The Claims Sxxxxx is releasing include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC’s bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Parties, that Sxxxxx ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x execution of this Release. Sxxxxx will never file any lawsuit, complaint or claim based on any Claims, and Sxxxxx will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. Sxxxxx promises never to seek any damages, remedies, or other relief for himself personally (any right to which Sxxxxx hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. This subsection shall not apply to challenges to the ADEA release, to the extent, if any, prohibited by applicable law.

Claims Released. In exchange for I hereby release the benefits payable, Sxxxxx for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWECCompany, its currentaffiliates and any of the Company or any its affiliates present, former former, and futurefuture owners, parentmembers, subsidiary and related companies, its directors, trustees, officers, shareholders, employees, agentagents, servants, representatives, attorneys, predecessors, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the “Released Parties”), from all actions, causes claims of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities every kind and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, localequity, or otherwise, as a result of any act that has heretofore occurredboth known and unknown, includingsuspected and unsuspected, without limitation that Sxxxxx may have disclosed and undisclosed, arising out of or in any way related to his employment with agreements, events, acts or separation fromconduct at any time prior to and including the execution date of this Agreement, NWEC (“Claims”). The Claims Sxxxxx is releasing include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, any and all claims for employee benefits, including, including but not limited to: (a) claims arising out of or relating in any way to my employment with the Company or the conclusion of that employment; (b) claims that the Company has agreed to offer me profit interests, equity or other ownership interest in the Company; (c) claims arising under any and all claims under other federal, state or local law, regulation, ordinance or order that regulates the Employee Retirement Income Security Act of 1974employment relationship and/or employee benefits, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under including Title VII of the Civil Rights Act of 1964, 1964 as amended, under the Americans with Disabilities Act of 1990 as amended, the Age Discrimination in Employment Act of 1967Act, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 as amended, under the Americans with Dis­abilities Act of 1990, as amended, under the Family and Medical Leave Act Act, or under any other employment or antidiscrimination laws, including those in the State of 1993California, under the Immigration Reform and Control Act of 1986[Add other applicable state laws.] including, as amendedfor example, under the Fair Labor Standards ActEmployment and Housing Act (“FEHA”), as amendedCal Gov’t. Code § 12920, 29 U.S.C. §201 § 12940 et seq., the Older Workers Benefit Protection California Family Rights Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCACalifornia Labor Code (including wage and commission claims), any federal, state or local federal laws providing “whistleblower” protection, and any other law enforcing relating to employment matters, including claims for breach of express or implied employment contracts or requiring an employer to deal with employees fairly or in contract, breach of the covenant of good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC’s bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacydealing, intentional or negligent infliction of emotional distress, inten­tional wrongful or negligent misrepresentationunlawful discharge, frauddefamation, or any other tort, common law or statutory claim relating to my employment relationship with the Company, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive damages, and attorneys’ fees. This Agreement applies both to claims which are now known or are later discovered. However, experts’ fees, disbursements and costs which against the Released Parties, this Agreement does not apply to any claims that Sxxxxx ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to arise after the date I execute the Agreement. Nor does this Agreement apply to any claims which may not be released under applicable law. Nothing in this Agreement will be construed to impede or impair my right to communicate with government agencies regarding matters that are within the jurisdiction of Sxxxxx’x execution those agencies, although this exception does not limit the scope of this Release. Sxxxxx will never file any lawsuit, complaint or claim based on any Claimsthe waiver and release in Paragraphs 7-9 herein, and Sxxxxx will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. Sxxxxx promises never to seek any damages, remedies, or other relief for himself personally (I waive any right to recover damages or obtain individual relief that might otherwise result from the filing of any excepted charge, with regard to any claim released herein. I acknowledge that I have been advised of Section 1542 of the Civil Code of California, which Sxxxxx states substantially 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 to him or her must have materially affected his or her settlement with the debtor or released party.” I hereby waives) by filing waive any right or prosecuting a charge with benefit which I have or may have under Section 1542 of the Civil Code of California, or any administrative agency with respect to the Claims purportedly released by this Release. This subsection shall not apply to challenges to the ADEA releasesimilar provision of any other applicable state law, to the extentfull extent that I may lawfully waive such rights and benefits, if any, prohibited by applicable lawand understand that my release in this Agreement applies to claims known and unknown. I UNDERSTAND AND ACKNOWLEDGE THAT: (1) THIS IS A LEGALLY BINDING AGREEMENT; (2) BY SIGNING THIS AGREEMENT I AM BARRED FROM INSTITUTING A LAWSUIT FOR THE CAUSES OF ACTION SET FORTH ABOVE; (3) I WAS INFORMED OF MY RIGHT TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT; (4) I AM SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.

Claims Released. In exchange for the benefits payable, Sxxxxx Xxxxxx for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the “Released Parties”), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation /s/ MJH Initials that Sxxxxx Xxxxxx may have arising out of or related to his employment with or separation from, NWEC (“Claims”). The Claims Sxxxxx Xxxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC’s 's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive punitive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Parties, that Sxxxxx Xxxxxx ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x Xxxxxx’x execution of this Release. Sxxxxx Xxxxxx will never file any lawsuit, complaint or claim based on any Claims, and Sxxxxx Xxxxxx will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. Sxxxxx Xxxxxx promises never to seek any damages, remedies, or other relief for himself personally (any right to which Sxxxxx Xxxxxx hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. This subsection shall not apply to challenges to the ADEA release, to the extent, if any, prohibited by applicable law.

Claims Released. In exchange for the benefits payable, Sxxxxx Xxxxx for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the “"Released Parties”"), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that Sxxxxx Xxxxx may have arising out of or related to his employment with or separation from, NWEC (“"Claims”"). The Claims Sxxxxx Xxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 2­901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC’s 's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive punitive damages, and attorneys’ ' fees, experts’ ' fees, disbursements and costs which against the Released Parties, that Sxxxxx Xxxxx ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x Xxxxx'x execution of this Release. Sxxxxx Xxxxx will never file any lawsuit, complaint or claim based on any Claims, and Sxxxxx Xxxxx will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. Sxxxxx Xxxxx promises never to seek any damages, remedies, or other relief for himself personally (any right to which Sxxxxx Xxxxx hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. This Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce Xxxxx'x rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by Xxxxx for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification Xxxxx may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims Xxxxx may have under any policies of directors and officers liability insurance. NWEC hereby releases Xxxxx and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that Xxxxx has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payable, Sxxxxx Xxxxxxx for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally covenants not to xxx and releases NWEC, its current, former and future, parent, subsidiary and related companies, its current and former directors, trustees, officers, employees, agentagents, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the “Released Parties”), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that Sxxxxx Xxxxxxx may have arising out of or related to his employment with or separation from, NWEC (“Claims”). The Claims Sxxxxx Xxxxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amendedamended under the Older Worker’s Benefit Act, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Montana Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South DakotaDakota and Montana, any claim filed in NWEC’s 's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive punitive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Parties, that Sxxxxx Xxxxxxx ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x Xxxxxxx’x execution of this Release. Sxxxxx Xxxxxxx will never file any lawsuit, complaint or claim based on claim. Xxxxxxx represents that he has not filed any Claimsadministrative charge of discrimination to date. However, and Sxxxxx will withdraw with prejudice notwithstanding any such lawsuitother provision herein, complaintXxxxxxx acknowledges that this waiver of claims only applies to claims he is legally permitted to release, or claim that may already be pending in any court or administrative agency. Sxxxxx promises never to seek any damagesand, remediesas such, or other relief for himself personally (any right to which Sxxxxx hereby waives) by does not preclude him from filing or prosecuting a charge with of discrimination, though he will not be able to recover any administrative agency with respect damages if he does file such a charge or if he has filed such a charge. Notwithstanding any provision to the Claims purportedly released by contrary, this Release. This subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce Xxxxxxx’x rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by Xxxxxxx for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification Xxxxxxx may have under the Indemnification Agreement between NWEC and Xxxxxxx dated April 11, 2006, whether under this Agreement, under the NWEC’s Bylaws, by common law, statute, or otherwise, (f) to all additional or other rights and claims of contribution and indemnification Xxxxxxx may have whether under this Agreement, under the NWEC’s Bylaws, by common law, statute or otherwise, and (g) to all rights and claims Xxxxxxx may have under any policies of directors and officers liability insurance. NWEC hereby releases Xxxxxxx and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys’ fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as “NWEC Claims”). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC’s rights under this Agreement, and (b) to claims that Xxxxxxx has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payable, Sxxxxx Cxxxxxxx, for himself, his herself and for her heirs, executors, administrators, successors, assigns assigns, and trustees trustees, irrevocably and unconditionally covenants not to sxx and releases NWEC, NorthWestern; its current, former former, and future, future parent, subsidiary subsidiary, and related companies, ; its current and former directors, trustees, officers, employees, agentagents, attorneys, successors, and assigns, ; and all persons acting by, through, under, or in concert with any of them (the “Released Parties”), ) from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation limitation, any claim that Sxxxxx Cxxxxxxx may have arising out of or related to his her employment with or separation from, NWEC from NorthWestern (“Claims”), except Cxxxxxxx is not releasing any former employee whose employment was terminated during May 2009 for any claims arising after the date of his or her termination of employment. The Claims Sxxxxx Waiver & Release Agreement Initials MEC Cxxxxxxx is releasing the following claims which include, without limitation, claims under his her original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, : any and all claims under the WARN Act, as amended, ; any and all claims of wrongful discharge or breach of contract, ; any and all claims for equitable estoppel, except as provided in Section 1 above; any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and ; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Act, under the Civil Rights Act of 1866, 42 U.S.C. §§ 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, ; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 § 201, et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, ; any and all claims under any federal, state state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, faith; any claim filed in NWECNorthWestern’s bankruptcy proceedings, and ; any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, ; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional intentional or negligent misrepresentation, fraud, and or prima facie tort, ; and any and all claims for monetary recovery, including including, but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive punitive damages, and attorneys’ attorney fees, experts’ expert fees, disbursements disbursements, and costs which against the Released Parties, Parties that Sxxxxx Cxxxxxxx ever had, now havehas, or hereafter can, shall, or may have, have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x Cxxxxxxx’x execution of this Release. Sxxxxx Cxxxxxxx will never file any lawsuit, complaint or claim based on any Claims, and Sxxxxx will withdraw with prejudice any such lawsuit, complaint, or claim involving such released matters. Cxxxxxxx represents that may already be pending in she has not filed any court or administrative agencycharge of discrimination to date. Sxxxxx promises never However, notwithstanding any other provision herein, Cxxxxxxx acknowledges that this waiver of claims only applies to seek any damagesclaims she is legally permitted to release and, remediesas such, or other relief for himself personally (any right to which Sxxxxx hereby waives) by does not preclude her from filing or prosecuting a charge with of discrimination, though she will not be able to recover any administrative agency with respect damages if she does file such a charge or if she has filed such a charge. Notwithstanding any provision to the Claims purportedly released by contrary, this Release. This subsection shall not apply to the following: (a) challenges to the ADEA release, release to the extent, if any, prohibited by applicable law; (b) claims to enforce Cxxxxxxx’x rights under this Release; (c) claims that cannot legally be released under applicable law; (d) to claims by Cxxxxxxx for benefits under benefit plans in which she maintains an interest as a former employee of NorthWestern; (e) all rights or claims of contribution and of indemnification Cxxxxxxx may have under the Indemnification Agreement between NorthWestern and Cxxxxxxx dated November 16, 2009; (f) all additional or other rights and claims of contribution and indemnification Cxxxxxxx may have whether under this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (g) all rights or claims Cxxxxxxx may have under any policies of directors and officers liability insurance. Waiver & Release Agreement Initials MEC NorthWestern hereby releases Cxxxxxxx and her heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim based on any NorthWestern Claims, and NorthWestern will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that Cxxxxxxx has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payableconsideration granted to him by and through this Release, Sxxxxx Xxxxxxx, for himself, himself and for his heirs, executors, administrators, successors, assigns assigns, and trustees trustees, irrevocably and unconditionally covenants not to xxx and releases NWEC, NorthWestern; its current, former former, and future, future parent, subsidiary subsidiary, and related companies, ; its current and former directors, trustees, officers, employees, agentagents, attorneys, successors, and assigns, ; and all persons acting by, through, under, or in concert with any of them (the “Released Parties”), ) from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation limitation, any claim that Sxxxxx Xxxxxxx may have arising out of or related to his employment with or separation from, NWEC from NorthWestern (“Claims”). The Claims Sxxxxx Xxxxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Separation Date with no further benefits or payments to be provided thereunder, : any and all claims under the WARN Act, as amended, ; any and all claims of wrongful discharge or breach of contract, ; any and all claims for equitable estoppel, except as provided in Section 1 above; any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and ; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. §§ 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, ; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 § 201, et seq., the Older Workers Benefit Protection Act, as amended, ; the Wrongful Discharge from Employment Act, 39-2-901 901, et seq., MCA, any and all claims under any federal, state state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith faith, including 27-1-221, MCA, or any federal, state, or local laws prohibiting employment discrimination, such as in the State States of South Dakota, any claim filed in NWEC’s bankruptcy proceedings, Dakota and Montana; any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, ; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional intentional or negligent misrepresentation, fraud, and or prima facie tort, ; and any and all claims for injunctive or declaratory relief or for monetary recovery, including including, but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive punitive damages, and attorneys’ attorney fees, experts’ expert fees, disbursements disbursements, and costs which against the Released Parties, Parties that Sxxxxx Xxxxxxx ever had, now havehas, or hereafter can, shall, or may have, have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x Xxxxxxx’x execution of this Release. Sxxxxx Xxxxxxx agrees and acknowledges that NorthWestern has previously paid all sums owed to him including, but not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. Xxxxxxx further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, plan, or procedure of NorthWestern. Xxxxxxx also expressly waives any right or claim that he may have or may assert to payment for salary, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. Xxxxxxx agrees that he has no plans, basis, or intent to file or initiate, and that he will never file or initiate, any lawsuit, complaint or claim based on any Claims, and Sxxxxx will withdraw with prejudice any such lawsuit, complaint, or claim against the released parties. Xxxxxxx represents that may already he has not filed any administrative charge of discrimination to-date against any of the released parties. However, notwithstanding any other provision herein, Xxxxxxx acknowledges that this waiver of claims only applies to claims he is legally permitted to release and, as such, does not preclude him from filing a charge of discrimination against the released parties, though he agrees that he will not be pending in able to recover and will not seek to recover any court or administrative agency. Sxxxxx promises never to seek any damages, remediesdamages if he does file such a charge, or other relief for himself personally (if he has filed such a charge. Xxxxxxx agrees that in the event any right claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits, or actions relating to which Sxxxxx hereby waives) by filing Xxxxxxx’x employment with or prosecuting separation of employment from NorthWestern, through the date this Release is signed, this Release shall constitute a charge with complete defense against any administrative agency with respect such claims, suits, or actions so commenced. Notwithstanding any provision to the Claims purportedly released by contrary, this Release. This subsection shall not apply to the following: (a) challenges to the portions of the Release relating to the ADEA releaseor state law claims of age discrimination, to the extent, if any, prohibited by applicable law; (b) claims to enforce Xxxxxxx’x rights under this Release; (c) claims that cannot legally be released by private agreement under applicable law; (d) claims by Xxxxxxx for benefits under benefit plans in which he maintains an interest as a former employee of NorthWestern and which he has not expressly released herein; and (e) all rights and claims of contribution and indemnification Xxxxxxx may have whether under this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (f) all rights or claims Xxxxxxx may have under any policies of directors and officers liability insurance. NorthWestern hereby releases Xxxxxxx and his heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim against Xxxxxxx based on any NorthWestern Claims. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that Xxxxxxx has committed or engaged in fraud, willful misconduct, or criminal activity.

Claims Released. In exchange for consideration of the benefits payableCompany’s obligations hereunder and acceptance of Executive’s retirement and resignation, Sxxxxx for himselfExecutive, his Executive’s heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, hereby knowingly and voluntarily release and forever discharge the Company and its subsidiaries and affiliates, together with all persons acting byof their respective current and former officers, throughdirectors, underconsultants, or in concert with any agents, representatives and employees, and each of them their predecessors, successors and assigns (collectively, the “Released PartiesReleasees”), from any and all debts, demands, actions, causes of actionactions, suitsaccounts, debts, charges, complaints, claims, obligations, promisescovenants, contracts, agreements, controversiesclaims, damages, judgmentsomissions, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that Sxxxxx may have arising out of or related to his employment with or separation from, NWEC (“Claims”). The Claims Sxxxxx is releasing include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amendedpromises, and any and all claims and liabilities whatsoever, of employment discrimination on every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any basismatter, cause or thing whatsoever arising from the beginning of time to the time Executive executes this Agreement (the “General Release”). This General Release of Claims shall apply to any Claim of any type, including, but not limited towithout limitation, any and all claims Claims of any type that Executive may have arising under the common law, under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Dis­abilities Age Discrimination in Employment Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq.(“ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act (“ERISA”), the Xxxxxxxx-Xxxxx Act of 2002, the New Mexico Human Rights Act (or any other similar statute of New Mexico or another jurisdiction that may be applicable in this case and which is designed to protect employees from prohibited discrimination) each as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, and any federalother Federal, state or local law enforcing express statutes, regulations, ordinances or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, statecommon law, or local laws prohibiting employment discriminationunder any policy, such as in agreement, contract, understanding or promise, written or oral, formal or informal, between any of the State of South Dakota, any claim filed in NWEC’s bankruptcy proceedingsReleasees and Executive, and shall further apply, without limitation, to any and all claims under any other federalClaims in connection with, staterelated to or arising out of Executive’s employment, or local labor lawthe termination of Executive’s employment, civil rights lawwith the Company; provided, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Partieshowever, that Sxxxxx ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Sxxxxx’x execution of this Release. Sxxxxx will never file any lawsuit, complaint or claim based on any Claims, and Sxxxxx will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. Sxxxxx promises never to seek any damages, remedies, or other relief for himself personally (any right to which Sxxxxx hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. This subsection General Release shall not apply to challenges or impair (i) claims for vested benefits (excluding any severance or termination benefits, which are specifically waived hereunder) pursuant to any other Company or Bank employee benefit plan, as defined in ERISA, in which Executive was a participant before the ADEA Separation Date; (ii) any rights to indemnification Executive may have under the by-laws of the Company or applicable law; or (iii) any claims that may arise from any violation of this Agreement. For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to the extentinclude all claims, if any, prohibited by applicable lawwhich Executive may have and which Executive does not now know or suspect to exist in Executive’s favor against the Company or any of the Releasees and that this Agreement extinguishes those claims.