Common use of General Release Clause in Contracts

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 4 contracts

Samples: Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.)

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General Release. For valuable considerationa. In consideration of the payments and benefits required to be provided to the Executive under the agreement between the Employer and the Executive, dated August 14, 2009, (the “Letter Agreement”) and after consultation with counsel, the receipt Executive, for himself and adequacy on behalf of which are hereby acknowledged, each of the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, Executive’s heirs, assignsexecutors, administrators, representatives, agents, directorssuccessors and assigns (collectively, the “Releasors”), hereby irrevocably and unconditionally releases and forever discharges the Employer, its majority owned subsidiaries and affiliated companies, and each of its officers, employees, representativesdirectors, lawyers, insurersshareholders, and all persons acting byagents (collectively, through, under or in concert with them, or any of them, of and the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings, lossesor liabilities of whatever kind or character (collectively, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII any Claims under any federal, state, local, or foreign law, that the Releasors may have, or in the future may possess, arising out of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments the Executive’s employment relationship with and service as an employee, officer, or benefits under Section 4(a) director of that certain Employment Agreementthe Employer and any of its majority-owned subsidiaries and affiliates, effective as or the termination of [Ÿ], between Aziyo Biologics, Inc. the Executive’s service in any and the undersigned (the “Employment Agreement”)all of such relevant capacities, (ii) to payments the Letter Agreement, or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 2(b)(iv) of the Employment Agreement, shall not apply to (iv) to accrued or vested benefits the undersigned may have, if any, as payment and/or benefit obligations of the date hereof Employer or any of its affiliates, (collectively, the “Employer Group”) under any applicable plan, policy, practice, program, contract or agreement with the CompanyLetter Agreement, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising Claims the Executive may have under any indemnification agreement between plans or programs not covered by the undersigned Letter Agreement in which the Executive participated and under which the Company or under the bylawsExecutive has accrued and become entitled to a benefit, certificate of incorporation or other similar governing document of the Company, and (vi) to any Claims which cannot be waived indemnification or other rights the Executive may have under the Letter Agreement or in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by an employee under applicable law the Employer or (vii) any such group member with respect to liabilities arising as a result of the undersignedExecutive’s right to communicate directly withservice as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, cooperate withthe Releasors further agree that the payments and benefits as required by the Letter Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or provide information toimplied, that the Releasors may have against the Employer or any federalmember of the Employer Group arising out of the Executive’s employment relationship under the Letter Agreement and the Executive’s service as an employee, state officer or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990director of the Employer or a member of the Employer Group under the Letter Agreement or the termination thereof, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:as applicable.

Appears in 4 contracts

Samples: Release Agreement (Penn Millers Holding Corp), Release Agreement (Penn Millers Holding Corp), Release Agreement (Penn Millers Holding Corp)

General Release. For valuable consideration(a) Employee, the receipt on behalf of himself and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunderLongs Corporation, consisting of Aziyo Biologics, Inc.Longs California, and its partners, subsidiaries, associates, all of their respective affiliates, successors, heirs, assigns, agentsstockholders, directors, officers, employees, representatives, lawyerssuccessors, insurersassigns, agents and all persons acting by, through, under or in concert with them, or any of them, of and attorneys from any and all manner of action or charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expensesand costs actually incurred), of any nature whatsoeverwhatever kind or nature, known or unknown, fixed suspected or contingent unsuspected, joint or several (hereinafter called “Claims”), which the undersigned now Employee has had or may hereafter claim to have had, against the Releasees, any such persons or any of them, entities by reason of any matter, causeact, omission, cause or thing whatsoever from event whatever that has occurred up to and including the beginning Effective Date other than those obligations set forth in this Agreement. This release and waiver of time to the date hereof. The Claims released herein includespecifically includes, without limiting the generality of the foregoing, any limitation: (i) all Claims arising from or relating in any way to any act or failure to act by any employee, officer or director of Longs, (ii) all Claims arising out of, based upon, from or related relating in any way to the employment relationship of Employee with Longs and/or the termination thereof, including any Claims which have been asserted or termination could have been asserted against Longs, and (iii) any and all Claims which might have been asserted by Employee in any suit, claim, or charge, for or on account of employment of any matter or things whatsoever that has occurred up to and including the undersigned by the ReleaseesEffective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalright(s), state or local statute or ordinance including, including without limitation, any claim under (as amended) the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Americans With Disabilities California Fair Employment and Housing Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information toCalifornia Labor Code, any other federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990statute or law governing employment or the termination of employment, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:and any Claim in contract or tort.

Appears in 4 contracts

Samples: Separation Agreement (Longs Drug Stores Corp), Separation Agreement (Longs Drug Stores Corp), Separation Agreement (Longs Drug Stores Corp)

General Release. For valuable considerationExecutive, the receipt for himself and adequacy of which are hereby acknowledgedfor his heirs, the undersigned executors, administrators, successors, and assigns, does hereby irrevocably and unconditionally waive, release and forever discharge the “Releasees” hereunderdischarge, consisting of Aziyo BiologicsCompany, Inc.its past and present parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directorsand their respective current and former employees, officers, employeesdirectors and agents (collectively, representativesthe “Released Parties”), lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action past or actionspresent claims, cause or demands, causes of action, in law or in equitylawsuits, suitsgrievances, debts, liens, contracts, agreements, promises, liability, claims, demandsobligations, damages, losses, costsexpenses, attorneys’ fees fees, and liabilities of whatever kind or expenses, of any nature whatsoevernature, known or unknown, fixed or contingent unknown (all hereinafter called referred to as “Claims”), which the undersigned he ever had, now has has, or may hereafter claim to have had, against the Releasees, Released Parties or any of themthem based on any events, facts or circumstances arising at any time on or before the date of this Agreement, including but not limited to claims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, officers, directors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, as applicable, or otherwise made by reason of the fact that any mattersuch individual is or was an employee, causeofficer, director or agent of Company, or thing whatsoever from is or was serving at the beginning request of time to Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the date hereof“Claim Limitation Caveat”). The Executive agrees that this general release of Claims released herein includeincludes, without limiting the generality but is not limited to, (a) claims of the foregoingrace, any Claims in any way arising out ofage, based upongender, sexual orientation, religious or related to the employment or termination of employment of the undersigned by the Releasees, national origin discrimination or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, legally protected status under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination In in Employment ActAct of 1967, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release as amended (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits ; and under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorlaws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act (“WARN”); the California WARN Act; the California Fair Employment and Housing Act; the California Labor Code; the California Family Rights Act, the California Industrial Welfare Commission Wage Orders; the California Constitution; and the California Government Code, as well as any amendments to those laws; (c) claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, handbooks, or any covenant of good faith and fair dealing; (g) claims for promissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other benefits; (j) claims based on any public policy violation or on any tort, such as invasion of privacy, sexual harassment, defamation, fraud, misrepresentation and/or infliction of emotional distress; and (k) claims relating to Executive’s service as a director on the Board of Directors or actions taken by the directors on the Board of Directors or any of them as directors. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990Execution of this Agreement by Executive operates as a complete bar and defense against any and all Claims that may be made by Executive against the Released Parties or any of them, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:subject to the Claim Limitation Caveat. Executive expressly understands that among the various claims and rights being waived by Executive in this Agreement are those arising under the ADEA, and in that regard Executive specifically acknowledges that Executive has read and understands the provisions of Section 9 below before signing this Agreement.

Appears in 4 contracts

Samples: Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc)

General Release. For valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Bank and the Company, and its partnerseach and all of their past, present, and future parent companies, subsidiaries, associatesrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, employees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein includeof Employee’s execution of this Release Agreement, including, without limiting the generality of the foregoinglimitation, any Claims claim or obligation arising from or in any way arising out ofrelated to Employee’s employment with the Bank or the Company, based uponthe termination of that employment, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any express claim for discrimination or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and [__].1 Notwithstanding Housing Act, the foregoingCalifornia Labor Code, this general release (the “Release”) shall not operate California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to release any rights or claims waive the provisions and protections of Section 1542 of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementCalifornia Civil Code, effective as of [Ÿ]which reads: “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, between Aziyo BiologicsAND THAT IF KNOWN BY HIM OR HER, Inc. WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any and all claims by Employee against the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned Bank and the Company, (iii) with respect and the other persons and entities released in this General Release, but, to Section 2(b)(iv) of the Employment Agreementextent permitted by applicable law, (iv) to accrued it also covers any claim for damages or vested benefits reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) right to any Claims, including such damages or reinstatement. This General Release does not include any claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which that cannot lawfully be waived or released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee.

Appears in 4 contracts

Samples: Release Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

General Release. For valuable consideration, (a) In consideration for the receipt of those payments that are in excess of the amounts required to be paid to Me by Law (as detailed in the settlement of account attached hereto), I, on behalf of myself and adequacy of which are hereby acknowledgedmy family, the undersigned does hereby release agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and forever discharge assigns (the “Releasees” hereunderReleasors”), consisting hereby irrevocably and unconditionally (i) represent and warrant that I have received in a timely manner full and complete payment of Aziyo Biologicsall amounts due to Me under my employment agreement with the Company or under any applicable law and/or in connection with the termination of my employment, Inc.both at law and pursuant to the terms of the employment agreement, and (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to xxx the Company and each of its partners, respective past and/or present subsidiaries, associates, affiliates, successors, heirs, successors and assigns, agentsand each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, agents or other representatives, lawyersand employee benefit plans of the Company or its affiliates, insurersincluding, but not limited to, trustees and all persons acting byadministrators of these plans, throughin each case, under or in concert with themtheir individual and/or representative capacities (collectively, or any of them, of and the “Releasees”) from any and all manner of action claims, contractual or actionsotherwise, cause or demands, costs, rights, causes of action, in law or in equity, suitscharges, debts, liens, contracts, agreements, promises, liabilityobligations, claims, demands, damagescomplaints, losses, costsdamages and all liability of whatever kind and nature, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and hereby waive any and all rights that I, he, she or contingent (hereinafter called “Claims”)it may have, which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time up to and including the date hereof. The Claims released herein includetime of signing this Release Agreement, without limiting in respect of my employment or separation from employment with the generality of the foregoingCompany, any Claims or is in any way arising out of, based upon, connected with or related to the employment any applicable compensatory or termination benefit plan, program, policy or arrangement, including, but not limited to, any claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of employment pension fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of the undersigned expenses and/or any other payments or benefits due to Me by any of the Releasees, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of them; any alleged breach of any express its affiliates and myself, now or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claimshereafter recognized, including claims for indemnification and/or advancement of expenses arising under wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided that such released claims shall not include any indemnification agreement between the undersigned and the Company claims to enforce my rights under, or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federalpost-termination obligations of the Company expressly undertaken by the Company under my employment agreement with the Company (including vested accrued benefits and compensation under the Company’s employee benefit plans and arrangements as set forth in Section 9 to the Employment Agreement), state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rights as a shareholder of the Company and rights to indemnification and liability insurance coverage.

Appears in 3 contracts

Samples: Employment Agreement, Employment Agreement (Teva Pharmaceutical Industries LTD), Employment Agreement

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee's employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Sxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release : (the “Release”a) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, ; (ivb) to accrued the Employee’s employment or vested benefits the undersigned may have, if any, as other relationship with any of the date hereof Released Parties or the termination thereof; and (c) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any applicable plan, policy, practice, program, contract or agreement the Employment Agreement with the CompanyCompany dated October 20, (v) to any Claims2017, a signed copy of which is attached hereto as Exhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 3 contracts

Samples: Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.)

General Release. For valuable considerationIn consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, the receipt or may be entitled to claim, Executive, for himself, and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release and release, forever discharge the “Releasees” hereunderand promise not to xxx Employer, consisting of Aziyo Biologicsits parents, Inc.subsidiaries, affiliates, successors and assigns, and its past and present officers, directors, partners, subsidiariesemployees, associatesmembers, affiliatesmanagers, successorsshareholders, agents, attorneys, accountants, insurers, heirs, assignsadministrators, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and executors (collectively the “Released Parties”) from any and all manner of action or claims, liabilities, costs, expenses, judgments, attorney fees, actions, cause or causes known and unknown, of action, every kind and nature whatsoever in law or in equity, suitswhich Executive had, debtsnow has, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims Released Parties relating in any way to Executive’s employment with Employer or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between Executive and any of the Released Parties except as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release Employer from any obligations set forth in this Agreement. Executive understands and agrees that this release and covenant not to xxx shall apply to any and all claims or liabilities arising out of, based upon, of or related relating to Executive’s employment with Employer and the employment or termination of employment such employment, including, but not limited to: claims of the undersigned by the Releaseesdiscrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any grounds under applicable federal, state or local statute or ordinance law, including, without limitationbut not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; and Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 19641991; 42 U.S.C. § 1981, the Age Discrimination In Employment Employee Retirement Income Security Act, the Americans With Disabilities ActConsolidated Omnibus Budget Reconciliation Act of 1985 as amended, and [__].1 Notwithstanding the foregoingRehabilitation Act of 1973, this general release the Equal Pay Act of 1963 (the “Release”EPA) shall not operate to release as well as any rights or claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the undersigned (i) to payments covenant of good faith and fair dealing; intentional or benefits under Section 4(a) negligent infliction of that certain Employment Agreement, effective as emotional distress; retaliation; outrage; defamation; invasion of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments privacy; breach of contract; fraud or benefits negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, programemployment, contract or agreement with the Company, (v) to any Claims, including tort laws; claims for indemnification and/or advancement of expenses arising under any indemnification agreement between other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of his employment or the undersigned and the Company separation of his employment with Employer. In addition, Executive agrees not to cause or under the bylaws, certificate of incorporation encourage any legal proceeding to be maintained or other similar governing document instituted against any of the Company, (vi) Released Parties. This release does not apply to any Claims which claims for unemployment compensation or any other claims or rights which, by law, cannot be waived by an employee under applicable law or (vii) with respect to waived, including the undersigned’s right to communicate directly withfile an administrative charge or participate in an administrative investigation or proceeding; provided, cooperate with, however that Executive disclaims and waives any right to share or provide information to, participate in any federal, state monetary award resulting from the prosecution of such charge or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:investigation or proceeding.

Appears in 3 contracts

Samples: Waiver and Release Agreement (Civeo Corp), Executive Agreement (Civeo Corp), Executive Agreement (Civeo Corp)

General Release. For valuable considerationThe Executive, on behalf of himself and anyone claiming through him, hereby agrees not to sxx the receipt and adequacy Company or any of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partnersdivisions, subsidiaries, associatesaffiliates or other related entities (whether or not such entities are wholly owned) or any of the past, affiliates, successors, heirs, assigns, agents, present or future directors, officers, administrators, trustees, fiduciaries, employees, representatives, lawyers, insurers, and all persons acting by, through, under agents or in concert with them, attorneys of the Company or any of themsuch other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Released Parties”), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the date hereof. The Claims released herein includeon which this Agreement is executed, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII all matters in any way related to the Executive’s employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company or any of its affiliates, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination In in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act of 1974, the Illinois Human Rights Act, the Chicago or Cxxx County Human Rights Ordinance or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this general Section 9 shall apply to, or release (the “Release”) shall not operate to release Company from, any rights or claims obligation of the undersigned Company (i) to payments contained in this Agreement or benefits under Section 4(a) in any benefit plan of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (Company in which the “Employment Agreement”), Executive participates or (ii) to payments or benefits under any equity award agreement between indemnify the undersigned and Executive pursuant to the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, ’s certificate of incorporation or other similar governing document by-laws. The consideration offered herein is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the Companyother Released Parties, (vi) to and that in the event of any Claims which cannot be waived by an employee under applicable law further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or (vii) with respect other obligation of any kind to the undersigned’s Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Executive. The Executive agrees that he has no present or future right to communicate directly with, cooperate with, employment with the Company or provide information to, any federal, state of the other Released Parties and that he will not apply for or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:otherwise seek employment with any of them.

Appears in 3 contracts

Samples: Retirement Agreement (Technology Solutions Company), Separation Agreement (Technology Solutions Company), Retirement Agreement (Technology Solutions Company)

General Release. For valuable considerationAs a material inducement to the Company to enter into this Agreement and to provide the Severance Payment, Employee hereby irrevocably and unconditionally releases, waives and discharges the receipt Company and adequacy each and all of which are hereby acknowledgedthe Company’s owners, the undersigned does hereby release and forever discharge the “Releasees” hereunderstockholders, consisting of Aziyo Biologicspredecessors, Inc.successors, and its partnersassigns, agents, directors, officers, employees, former employees, representatives, attorneys, accountants, benefit plans, insurers, parent companies, divisions, subsidiaries, associatesaffiliates (and owners, affiliatesstockholders, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyersattorneys, insurersaccountants, benefit plans and insurers of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, or under or in concert with them, or any of them, of and them (collectively “Releasees”) from any and all manner of action or actionsindividual, cause or class, and/or representative claims, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints and liabilities (including but not limited to attorney’s fees) of any nature kind whatsoever, whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)claimed, which the undersigned now Employee has or may hereafter claim to have against the Releasees, any Releasee relating to or any of them, by reason arising out of any matter, cause, matter or thing whatsoever from the beginning of time which occurred on or prior to the date hereofof execution of this Agreement, including, without limitation, any and all individual, class, and/or representative claims arising out of or relating to Employee’s employment with the Company and/or Employee’s employment separation. The Claims released herein released, waived, and discharged claims also include, without limiting the generality but are not limited to individual, class and/or representative claims of the foregoingany kind for unfair competition, any Claims in any way arising out ofwrongful discharge, based uponconstructive discharge, defamation, invasion of privacy, infliction of emotional distress, misrepresentation or related to the employment or termination of employment of the undersigned by the Releaseesfraudulent inducement, or any of them; any alleged breach of any express or implied contract of employment; contract, claims arising under any alleged torts Company handbook, manual, policy, or practice, any other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; claims for severance pay, attorney’s fees and any alleged violation costs, expenses, bonuses, back pay, future wage loss, and front pay, claims for wages, overtime, compensation, commissions, bonuses, or pay of any federalkind purportedly due to Employee for work performed during any and all periods of time prior to the date of this Agreement, state or local statute or ordinance includingas well as all associated liquidated damages, without limitationpremiums, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actpenalties, and [__].1 Notwithstanding the foregoinginterest, this general release (the “Release”) shall not operate to release whether such claims are known or unknown, under any rights or theory of law, including state law and federal law, claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or for benefits under any equity award agreement between the undersigned employee benefit plan or program, claims for a breach of an implied covenant of good faith and the Companyfair dealing, (iii) claims for interference with respect to Section 2(b)(iv) of the Employment Agreementcontract, (iv) to accrued negligence, or vested benefits the undersigned may have, if any, as of the date hereof claims under any applicable planother federal, state, municipal, or local insurance, human rights, civil rights, wage-hour, pension, or labor laws, rules or regulations, public policy, practice, program, contract or agreement with the Companytort laws, (v) to or any Claimsclaim of retaliation under such laws, including claims for indemnification and/or advancement of expenses or any claim arising under common law, or under the constitution or any indemnification agreement between amendments thereto, or any other claim which could be asserted against the undersigned and Releasee(s) or which arise out of the Employee’s employment relationship with the Company or under the bylaws, certificate termination of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:that employment relationship.

Appears in 3 contracts

Samples: General Release (OP Bancorp), Employment Agreement (OP Bancorp), Employment Agreement (OP Bancorp)

General Release. For valuable considerationIn consideration of the benefits set forth herein and in the Change of Control Agreement, Executive hereby fully, finally, and completely releases the Company, the receipt and adequacy of which are hereby acknowledgedPartnership, the undersigned does hereby release and forever discharge the “Releasees” hereunderTETRA, consisting of Aziyo Biologicstheir respective predecessors, Inc., and its partnerssuccessors, subsidiaries, associatesstockholders, affiliatesunitholders and affiliates and the officers, successorsdirectors, heirspartners, assignsmanagers, control persons, employees, agents, directorsattorneys, officers, employees, representatives, lawyers, insurers, representatives and all persons acting by, through, under or in concert with them, or assigns of any of themthem (collectively, of and the “Released Parties”), from any and all manner of action or liabilities, claims, actions, cause or losses, expenses, demands, costs, fees, damages and/or causes of action, in law of whatever kind or in equitycharacter, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether now known or unknownunknown (collectively, fixed or contingent (hereinafter called “Claims”), which arising from, relating to, or in any way connected with, any facts or events occurring on or before the undersigned now has or execution of this Release Agreement that he/she may hereafter have against any Released Parties, including, but not limited to any such Claims arising out of or in any way related to Executive’s employment with the ReleaseesCompany, an Affiliate, or any member of them, by reason of any matter, causethe Partnership Group, or thing whatsoever from the beginning termination of time to the date hereof. The Claims released herein includesuch employment, without limiting the generality of the foregoingincluding but not limited to, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute statute, any breach of contract, any wrongful termination, or ordinance includingother tort or cause of action. Executive confirms that this Release Agreement was neither procured by fraud nor signed under duress or coercion. Further, without limitationExecutive waives and releases the Released Parties from any Claims that this Release Agreement was procured by fraud or signed under duress or coercion so as to make the Release Agreement not binding. Executive understands and agrees that by signing this Release Agreement, Title VII he is giving up the right to pursue any legal Claims released herein that he may currently have against any Released Parties, whether or not he is aware of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actsuch Claims, and [__].1 Notwithstanding specifically agrees and covenants not to bring any legal action for any Claims released herein. The only claims that are excluded from this Release Agreement are Claims arising after the foregoing, date of this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Release Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under including any applicable plan, policy, practice, program, contract or agreement with future Claims relating to the Company, (v) to any Claims, including claims for indemnification and/or advancement ’s performance of expenses arising under any indemnification agreement between the undersigned and the Company or its obligations under the bylaws, certificate Change of incorporation or other similar governing document of the Company, (vi) to Control Agreement and any Claims which that cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s law; Executive does waive, however, his right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:monetary recovery if any governmental agency pursues any claims on his behalf.

Appears in 3 contracts

Samples: Change of Control Agreement (CSI Compressco LP), Change of Control Agreement (Compressco Partners, L.P.), Change of Control Agreement (Compressco Partners, L.P.)

General Release. For valuable considerationIn consideration of the payments and benefits to be made under the Change in Control Severance Agreement, dated as of , 2008, to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and [●] (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the Releasees” hereunderCorporation Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsshareholders, officersattorneys, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Corporation Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, 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 Corporation Released Party (hereinafter called an ClaimsAction”) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Corporation 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 Security Act of 1974 (“ERISA”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 3 contracts

Samples: Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp)

General Release. For valuable considerationIn consideration of the payments and benefits under this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the receipt and adequacy of which are hereby acknowledged, the undersigned Executive does hereby release release, remise, acquit and forever discharge the Company and each of its Affiliates (the Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company Affiliated Group”), and its partnersin their capacity as such, subsidiariestheir present and former officers, associatesdirectors, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent unsuspected which the Executive, 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 of the Company Released Parties in any capacity, including, without limitation, any and all claims (hereinafter called i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or 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 unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of 1974 (ClaimsERISA”), which any and all claims arising under the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits the Florida Law Against Discrimination and any and all claims under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) whistleblower laws or whistleblower provisions of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSlaws excepting only:

Appears in 3 contracts

Samples: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)

General Release. For valuable considerationSECTION 6.1 In consideration of, among other things, the receipt Directing Noteholders’ execution and adequacy delivery of which are hereby acknowledgedthis Forbearance Agreement, each of the undersigned does hereby release and forever discharge the “Releasees” hereunderCompany Parties, consisting on behalf of Aziyo Biologics, Inc., itself and its partnersagents, representatives, officers, directors, advisors, employees, subsidiaries, associates, affiliates, successorssuccessors and assigns (collectively, heirs“Releasors”), assignshereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, agentsreleases and discharges, directorsto the fullest extent permitted by law, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, that are known and now existing, whether arising at law or unknownin equity (collectively, fixed or contingent (hereinafter called the “Claims”), which against any or all of the undersigned Directing Noteholders and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, that are now has known and existing on or may hereafter before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among any of the Company Parties, on the one hand, and the Directing Noteholders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof that have occurred prior to the Forbearance Effective Date; provided that the Company Parties do not release the Releasees from their respective obligations and agreements specifically set forth in this Forbearance Agreement. The receipt by any of the Company Parties of any financial accommodations made by the Directing Noteholders after the date hereof shall constitute a ratification, adoption, and confirmation by the Company Parties of the foregoing general release of all Claims against the ReleaseesReleasees that are based in whole or in part on facts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time that are known and now existing prior to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach receipt of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such financial accommodations.

Appears in 3 contracts

Samples: Forbearance Agreement (Ion Geophysical Corp), Forbearance Agreement (Ion Geophysical Corp), Forbearance Agreement (Ion Geophysical Corp)

General Release. For valuable considerationIn consideration of the promises of the Company set forth in the Agreement, the receipt which includes compensation to which I would not otherwise be entitled, I, on behalf of myself, and adequacy of which are my heirs, executors, administrators, successors, assigns, dependents, descendants and attorneys hereby acknowledgedknowingly, the undersigned does hereby release voluntarily, and willingly fully and forever discharge the “Releasees” hereunderrelease, consisting of Aziyo Biologics, Inc.discharge, and covenant not to sxx the Company and its partnersdirect and indirect parents, subsidiaries, associates, affiliates, successorsand related companies, heirspast and present, assigns, agents, as well as each of its and their directors, officers, employees, agents of the foregoing, representatives, lawyersadvisers, trustees, insurers, assigns, successors, and all persons acting byagents, throughpast and present (collectively, under or in concert hereinafter referred to as the "Released Parties"), of, from, and with themrespect to any claim, duty, obligation, or any of them, of and from any and all manner cause of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, relating to any matters of any nature whatsoeverkind, whether presently known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or that any of them may hereafter have against the Releaseespossess arising from any omissions, acts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to facts that have occurred up until and including the date hereof. The of this Release of Claims released herein include, without limiting including: · any and all claims relating to or arising from my employment relationship with the generality of Company and the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or either such relationship; · any of them; any alleged breach of any express or implied contract and all claims for wrongful discharge of employment; any alleged torts breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or other alleged legal restrictions on Releasees’ right to terminate the employment intentional infliction of the undersignedemotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; · any alleged violation and all claims arising under the Employee Retirement Income Security Act of any federal1974, state or local statute or ordinance including, without limitationthe Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In Employment Civil Rights and Women's Equity Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Americans With Disabilities Fair Labor Standards Act, and [__].1 Notwithstanding the foregoingNational Labor Relations Act, this general release (the “Release”) shall not operate as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to release any discrimination in employment or human rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under common law; · any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including all claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company salary, bonus, severance pay, pension, paid time off pay, life insurance, health or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withmedical insurance, or provide information toany other fringe benefits, other than the payments and benefits provided for in the Agreement; · any federal, state and all claims arising out of any other laws and regulations relating to employment or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:employment discrimination; and · any and all claims for attorneys' fees and costs.

Appears in 3 contracts

Samples: Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc)

General Release. For valuable considerationI, and each of the my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge the CIT, its subsidiaries and affiliates (the Releasees” hereunder, consisting Company Group”) and each of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, their respective officers, employees, representativesdirectors, lawyers, insurers, shareholders and all persons acting by, through, under or in concert with them, or any of them, of and agents from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under CIT’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, 1991 and the laws amended thereby; the Age Discrimination In in Employment Act, Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Conscientious Employee Protection Act; any contract of employment, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release express or implied; any rights or claims provision of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) Constitution of the Employment AgreementUnited States or of any particular State; and any other law, (iv) to accrued common or vested benefits the undersigned may havestatutory, if any, as of the date hereof under United States, or any applicable plan, policy, practice, program, contract particular State; any claim for the negligent and/or intentional infliction of emotional distress or agreement with the Company, (v) specific intent to harm; any Claims, including claims for indemnification attorneys fees, costs and/or advancement expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or kind; and/or any other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorhuman rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990The Releasors further agree that the payments and benefits described in the Employment Agreement shall be in full satisfaction of any and all Claims for payments or benefits, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:whether express or implied, that the Releasors may have against the Company Group arising out of the my employment relationship or my service as an employee or officer of the Company Group and the termination thereof.

Appears in 2 contracts

Samples: Employment Agreement (Cit Group Inc), Agreement (Cit Group Inc)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them: (a) this Agreement; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”b) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective dated as of [Ÿ]October 20, between Aziyo Biologics2017, Inc. by and among the Company and the undersigned Employee (the “Employment Agreement”), or Employee’s employment or other relationship with any of the Released Parties or the termination thereof; and (iic) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to payments any contracts of employment, whether express or benefits implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) including but not limited to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 2 contracts

Samples: Letter Agreement (Funko, Inc.), Letter Agreement

General Release. For valuable considerationPursuant to this General Release of Claims (this “Agreement”), the receipt Employee, for himself, his heirs, administrators, representatives, executors, successors and adequacy of which are assigns (each a “Releasor”) hereby acknowledgedirrevocably and unconditionally releases, the undersigned does hereby release acquits and forever discharge discharges Mattersight Corporation (“Company”) and its direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the “Releasees” hereunderCompany Entities”), consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliatesany predecessors, successors, heirsjoint ventures, assignsand parents of any Company Entity, agentsand any and all of their respective past or present shareholders, partners, directors, officers, employees, representativesconsultants, lawyersindependent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with them, or any of themthem (all, of and collectively, the “Release Parties”) from any and all manner of action or actions, cause or causes of actionactions, in law or in equitydemands, suits, debts, liens, contractsclaims, agreements, promises, liabilitydebts, claimslawsuits, demandsliabilities, damagesrights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and fees whatever (including without limitation attorneys’ fees and costs), arising out of or expensesrelating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, fixed xxxxxx or inchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (hereinafter called “Claims”including the Age Discrimination in Employment Act of 1967), which the undersigned now has or may hereafter have against the Releaseesnational origin, religion, disability, or any of themother unlawful criterion or circumstance, by reason of which Employee and any matterReleasor had, causenow have, or thing whatsoever may have in the future against each or any of the Released Parties from the beginning of time to until the date hereof. The Claims released herein includeof this Agreement (individually, without limiting “Claim,” and collectively, “Claims”); provided, that this Agreement shall not apply to, nor release the generality Company from, any obligation of the foregoing, any Claims Company contained in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employee’s Executive Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective Agreement dated as of [Ÿ]insert date] (as amended or supplemented from time to time, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) that arises due to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) Employee’s termination of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement employment with the Company. The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, (v) to satisfaction, compromise and settlement of any Claimsand all claims or potential claims, including claims for indemnification and/or advancement and Employee expressly agrees that he is not entitled to, and shall not receive, any further recovery of expenses arising under any indemnification agreement between the undersigned and kind from the Company or under any of the bylawsother Release Parties, certificate and that in the event of incorporation any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Release Parties shall have any further monetary or other similar governing document obligation of any kind to Employee, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to employment with the Company or any of the Company, (vi) to other Release Parties and that he will not apply for or otherwise seek employment with any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:of them.

Appears in 2 contracts

Samples: Executive Employment Agreement (Mattersight Corp), Executive Employment Agreement (Mattersight Corp)

General Release. 1. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality consideration of the foregoing, any Claims severance payments and other benefits provided in any way arising out of, based upon, or related to the employment or termination of employment Section 6(d) of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ]dated May 17, between Aziyo Biologics, Inc. and the undersigned 2007 (the “Employment Agreement”), by and between 24/7 Real Media, Inc. (iithe “Company”) to payments or benefits under any equity award agreement between and myself, and other good and valuable consideration, I, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the undersigned date hereof, do hereby fully and forever release, remise and discharge the Company, (iii) with respect to Section 2(b)(iv) its successors and assigns, and the direct and indirect parents, subsidiaries and affiliates of the Employment AgreementCompany, together with their respective officers, directors, partners, shareholders, members, managers, employees and agents (ivcollectively, the “Group”), from any and all Claims (as defined below) to accrued which I had, may have had, or vested benefits now have against the undersigned may have, if any, as Company and/or any other member of the date hereof under Group, for or by reason of any applicable planmatter, policycause or thing whatsoever, practice, program, contract including any Claim arising out of or agreement attributable to my employment or the termination of my employment with the Company, (v) including but not limited to any ClaimsClaims of breach of contract, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company wrongful termination, unjust dismissal, defamation, libel or slander, or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorlaw dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, other than (i) Claims (as defined below) under this Release; (ii) Claims for amounts due under Section 6(d) of the Employment Agreement; (iii) Claims for indemnification, if any such rights were expressly granted to me, and for directors and officers insurance; and (iv) Claims under the Restricted Stock Plan (as defined in the Employment Agreement) in which I participated while employed by the Company, in accordance with, and subject to, the terms of such plan. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990This release of Claims includes, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:but is not limited to, all Claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. As used in this Release, the term “Claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, attorneys’ fees, accounts, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.

Appears in 2 contracts

Samples: Employment Agreement (24/7 Real Media Inc), Employment Agreement (24/7 Real Media Inc)

General Release. For valuable consideration(a) Casablanca on behalf of itself and for all of its past and present affiliated, the receipt associated, related, parent and adequacy of which are hereby acknowledgedsubsidiary entities, the undersigned does hereby release joint ventures and forever discharge the “Releasees” hereunderpartnerships, consisting of Aziyo Biologicssuccessors, Inc.assigns, and its the respective owners, officers, directors, partners, members, managers, principals, parents, subsidiaries, associatespredecessor entities, affiliatesagents, successorsrepresentatives, employees, shareholders, advisors, consultants, attorneys, heirs, assignsexecutors, agentsadministrators, directorssuccessors and assigns of any said person or entity, officers, employees, representatives, lawyers, insurerssecurity holders of any said person or entity, and all persons acting by, through, under any other person claiming (now or in concert with them, the future) through or on behalf of any of themsaid persons or entities (collectively “Released Persons”), irrevocably and unconditionally releases, settles, acquits and forever discharges the Company and all of and its Released Persons, from any and all manner of action or actions, cause or causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equityequity or liabilities of whatever kind or character, suitsarising under federal, debtsstate, liensforeign, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, common law or the laws of any nature whatsoeverother relevant jurisdiction (collectively, known or unknown, fixed or contingent (hereinafter called the “Claims”), which based on any event, fact, act, omission, or failure to act by the undersigned now has or may hereafter have against the Releasees, Company or any of themthe Company’s Released Persons, by reason of any matterwhether known or unknown, cause, occurring or thing whatsoever from the beginning of time existing prior to the date hereof. The execution of this Agreement; provided, however, this release and waiver of Claims released herein includeshall not include Claims to enforce the terms of this Agreement; provided, without limiting the generality further, that this waiver and release of the foregoing, any Claims shall not prohibit Casablanca’s receipt of proceeds in any way arising out of, based upon, or related to class action lawsuit initiated by a person unaffiliated with Casablanca on the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective same basis as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or ’s other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:non-initiating stockholders within such class.

Appears in 2 contracts

Samples: Agreement (Cliffs Natural Resources Inc.), Agreement (Casablanca Capital LP)

General Release. For valuable considerationI, and each of my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Releasees” hereunder, consisting Company Group”) and each of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, their respective officers, employees, representativesdirectors, lawyersshareholders, insurersagents, successors and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, 1991 and the laws amended thereby; the Age Discrimination In in Employment Act, Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and [any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employee’s Employment Agreement dated __].1 Notwithstanding the foregoing___, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned 20__ (the “Employment Agreement”), (ii) to shall be in full satisfaction of any and all Claims for payments or benefits under any equity award agreement between benefits, whether express or implied, that the undersigned Releasors may have against the Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:termination thereof.

Appears in 2 contracts

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

General Release. For valuable considerationand in consideration of the Severance Benefits to be made to you under the Employment Agreement, you hereby agree on behalf of yourself, your agents, assignees, attorneys, successors, assigns, heirs and executors, to, and you do hereby, fully and completely forever release the receipt Company and adequacy its affiliates, predecessors and successors and all of which are hereby acknowledgedtheir respective past and/or present officers, the undersigned does hereby release directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and forever discharge fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Releasees” hereunder”), consisting from any and all causes of Aziyo Biologicsaction, Inc.suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and its partnersdemands of any kind whatsoever, subsidiaries, associates, affiliates, successors, which you or your heirs, assignsexecutors, agentsadministrators, directorssuccessors and assigns ever had, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under now have or in concert with them, may have hereafter against the Releasees or any of them, of and from any and all manner of action in law, admiralty or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknownunknown to you, fixed or contingent (hereinafter called “Claims”)for, which the undersigned now has or may hereafter have against the Releaseesupon, or any of them, by reason of of, any matter, causeaction, omission, course or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeoccurring, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of in connection with or in relationship to your employment or other service relationship with the Civil Rights Act of 1964Company or its affiliates, the Age Discrimination In Employment Acttermination of any such employment or service relationship and any applicable employment or compensatory arrangement with the Company or its affiliates (collectively, the Americans With Disabilities Act“Released Claims”); provided that such Released Claims shall not include any claims to enforce your rights under, and [__].1 Notwithstanding or with respect to, (a) the foregoingSeverance Benefits, this general release (the “Release”Accrued Amounts” (as defined in the Employment Agreement) shall not operate to release and any other termination benefits or rights under any separation agreement entered into at the time of your termination of employment, (b) any outstanding equity or claims of the undersigned equity-type awards, (c) your rights as shareholder, including without limitation your rights under (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)tax receivable agreements, (ii) documents or laws which relate to payments corporate governance, and/or (iii) documents or benefits under any laws which are incident to, relate to or arise from your equity award agreement between the undersigned and ownership in the Company, whether such equity is owned directly or indirectly by you, and (iiid) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof indemnification rights and coverage under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned director and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:officer liability policies.

Appears in 2 contracts

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

General Release. For valuable consideration(a) In consideration for the right to receive the Separation Benefits in accordance with the terms of this Agreement and the mutual promises contained herein, the receipt and adequacy sufficiency of which are the Executive hereby acknowledgedacknowledges, the undersigned does Executive (on behalf of himself and his heirs, administrators, representatives, executors, successors and assigns) hereby release knowingly and forever discharge voluntarily releases, waives and discharges, to the “Releasees” hereunderfullest extent permitted by law, consisting of Aziyo Biologicsthe Company and its predecessors, successors and assigns, its and their respective direct or indirect parents, subsidiaries and affiliates (including, without limitation, Steel Partners Holdings L.P., Steel Partners Ltd. and Steel Connect, Inc.), and, with respect to each and all of the foregoing entities (including the Company), all of its partnersand their respective present and former officers, subsidiariesdirectors, associates, affiliates, successors, heirs, assignsemployees, agents, directorsattorneys, officersmembers, employeesowners, shareholders, partners, members, representatives, lawyerstrustees, insurersemployee benefit plans and administrators or fiduciaries of such plans (all of the foregoing, including the Company, collectively referred to as “Released Parties”), each individually and all persons acting by, through, under or in concert with them, or any of themtheir representative capacities, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, expenses (including attorney’s fees and costs), judgments, liabilities, losses, costsobligations, attorneys’ fees rights or expenses, suits of any nature kind whatsoever, in law, equity or otherwise, in any jurisdiction, whether known or unknown, fixed suspected or contingent (hereinafter called “Claims”)claimed, specifically mentioned herein or not, which the undersigned now Executive had, has or may hereafter have against each and all of the Releasees, or any of them, Released Parties by reason of any matteractual or alleged act, causeevent, occurrence, omission, practice or thing other matter whatsoever from the beginning of time up to and including the date hereof. The that the Executive signs this Agreement (collectively, “Claims”), including but not limited to Claims released herein include, without limiting the generality arising out of the foregoing, any Claims or in any way arising out ofrelating to: • the Executive’s employment with the Company and/or its predecessors, based uponsuccessors and assigns, and its and their respective direct or related to indirect parents, subsidiaries and affiliates, the employment or termination of employment of such employment, the undersigned by the ReleaseesEmployment Agreement, any compensation or any of them; any alleged breach benefits of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the kind in connection with such employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance (including, without limitation, Title VII of the Civil Rights Act of 1964any Severance Payment, the Age Discrimination In Employment ActMedical Benefit, the Americans With Disabilities ActCash LTIP, and [__].1 Notwithstanding the foregoingEquity Awards, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective each as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of defined in the Employment Agreement, or any payments under any Short Term Incentive Plan or Long Term Incentive Plan), and the Unit; • any common law, public policy, company policy, contract (ivwhether oral or written, express or implied) to accrued or vested benefits tort law having any bearing whatsoever on the undersigned may have, if any, as terms and conditions of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsExecutive’s employment, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) without limitation Claims relating to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:wrongful termination; and

Appears in 2 contracts

Samples: Separation and General Release Agreement (Steel Partners Holdings L.P.), Separation and General Release Agreement (Steel Connect, Inc.)

General Release. For valuable considerationEffective upon and subject to the occurrence of the Closing, the receipt Company, ASOF and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Phoenix (the “Releasees” hereunderReleasing Parties”), consisting each on behalf of Aziyo Biologics, Inc., itself and its partnerssuccessors, subsidiaries, associatesassigns, affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and irrevocably release, waive and forever discharge: (i) each of the other Releasing Parties and (ii) each of the other Releasing Parties’ respective past and present successors, heirs, assigns, agentsaffiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, officersstockholders, partners, members, managers, employees, representativesattorneys, lawyersfinancial advisors, insurersauthorized persons, accountants and all persons acting byagents (the Persons set out in clauses (i)-(ii), through, under or in concert with them, or any of them, of and collectively the “Released Parties”) from any and all manner of action or actionsclaims, cause or obligations, suits, judgments, damages, demands, debts, rights, causes of action, choses in law action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or related in equityany way to: (A) the Existing Unsecured Notes, suits(B) the Existing Unsecured Notes Indenture, debts(C) the Agreement or (D) the Refinancing; in each case whether liquidated or unliquidated, liensfixed or contingent, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees matured or expenses, of any nature whatsoeverunmatured, known or unknown, fixed foreseen or contingent unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (hereinafter called collectively, the ClaimsReleased Matters”); provided, which however, that the undersigned now has foregoing shall not be deemed to release, affect, limit, waive or may hereafter have modify in any manner (1) any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities whatsoever arising under any contract or agreement entered into by a Released Party on or after the Closing Date, including (a) the New Revolving Credit Agreement, (b) the New First Lien Credit Agreement, (c) the New Second Lien Credit Agreement, (d) the New Third Lien Notes Indenture, (e) the Warrant Agreements, (f) the Intercreditor Agreement, (g) the Shareholders’ Agreement, (h) the Note Purchase Agreement, (i) the Designation Certificate, (j) the Management Employment Agreements and (k) all documents related to the foregoing; (2) the rights of such Releasing Party to enforce the Agreement and the Transaction Documents delivered or executed in connection therewith against the Releasees, persons who executed the Agreement or any of themthe Transaction Documents, by reason as applicable (including, for the avoidance of any matterdoubt, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality right of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned Supporting Noteholders and the Company or to enforce any indemnification obligations under the bylaws, certificate of incorporation or other similar governing document Section 7.01 of the Company, Agreement and the rights of the Company and Supporting Noteholders to enforce Section 8.02 of the Agreement); (vi3) to any Claims which that cannot be waived or released by an employee under applicable law operation of Applicable Law; or (vii4) with respect to the undersignedany act or omission arising out of any Released Party’s right to communicate directly with, cooperate with, gross negligence or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:willful misconduct.

Appears in 2 contracts

Samples: Refinancing Support Agreement (Alion Science & Technology Corp), Refinancing Support Agreement (Alion Science & Technology Corp)

General Release. For valuable considerationIn consideration of, among other things, the receipt Agent’s and adequacy each Lender’s execution and delivery of which are hereby acknowledgedthis Amendment, the undersigned does hereby release Borrower and forever discharge the “Releasees” hereundereach other Loan Party, consisting on behalf of Aziyo Biologics, Inc., itself and its partnersagents, subsidiariesrepresentatives, associates, affiliates, successors, heirs, assigns, agentsofficers, directors, officersadvisors, employees, representativesSubsidiaries, lawyersAffiliates, insurerssuccessors and assigns (collectively, “Releasors”), hereby forever agrees and all persons acting bycovenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, throughreleases and discharges, under or in concert with themto the fullest extent permitted by law, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, whether known or unknown, fixed whether arising at law or contingent in equity (hereinafter called collectively, the “Claims”), which the undersigned now has or may hereafter have against the Agent and any Lender in any capacity and their Affiliates, Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (a) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (b) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof, or (c) any aspect of themthe dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof. The receipt by reason the Borrower or any other Loan Party of the proceeds of any matterloans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, causeadoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or thing whatsoever from the beginning of time in part on facts, whether or not now known or unknown, existing on or prior to the date hereofof receipt of any such proceeds or other financial accommodations. The Claims released herein includeIn entering into this Amendment, without limiting the generality Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the foregoing, any Claims Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way arising out ofon any such representations, based uponacts and/or omissions or the accuracy, completeness or related to validity thereof. The provisions of this Section shall survive the employment or termination of employment this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Presto Automation Inc.), Credit Agreement (Presto Automation Inc.)

General Release. For valuable considerationAs a condition of receiving the Separation Benefits, the receipt you, on your own behalf and adequacy on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, your successors, heirs, assignsbeneficiaries, agents, directorsassigns, and representatives, voluntarily agree to waive and release the Company and its parents, subsidiaries, predecessors, affiliated entities, successors and assigns, together with each of those entities’ respective employee benefit plans and programs and the administrators and fiduciaries of such plans and programs, current and former owners, officers, directors, partners, employees, agents, representatives, lawyersfiduciaries, insurersinsurers and reinsurers and administrators, and all persons acting by, through, under both individually or in concert with themtheir business capacity (collectively, or any of themthe “Releasees”), of and from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitygrievances, suitswages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, liens, contracts, agreements, promises, liability, profit sharing claims, demandsexpenses, damages, lossesjudgments, costsorders and liabilities of whatever kind or nature in state, attorneys’ fees provincial or expensesfederal law, of any nature whatsoeverequity or otherwise, whether known or unknownunknown to you (collectively, fixed or contingent (hereinafter called “the ”Claims”), which the undersigned you now has own or may hereafter holds or have at any time owned or held as against the 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 any of its affiliates or the termination of such employment; (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by reason or on the part of any matter, causeReleasees, or thing whatsoever from any of them, committed or omitted on or before the beginning of time date this Agreement is executed by you; and/or (3) relating to the date hereofenforceability or reasonableness of the restrictions contained in the Employment Agreement, the Affiliate Agreements (defined in Section 6(a) below) or in Section 6 herein (including subparts); provided, however, that nothing contained herein shall affect your rights to enforce this Agreement or the indemnification obligations of the Company and its affiliates as set forth in Section 9 of this Agreement. The Claims released herein includeAlso, without limiting the generality of the foregoing, you specifically release Releasees from any Claims claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL AGE, SEX, 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 1964, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT (ADA), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA), THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (WARN), THE NATIONAL LABOR RELATIONS ACT (NLRA), THE FAMILIES FIRST CORONAVIRUS RESPONSE ACT, THE CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT, THE AMERICAN RESCUE RESPONSE PLAN ACT, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY YOU OR BY A GOVERNMENTAL AGENCY. Notwithstanding your release of claims and confidentiality, non-disparagement, and cooperation obligations set forth in any way arising out ofthis Agreement, based uponyou retain the right to file a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), or related to the employment or termination of employment of National Labor Relations Board (NLRB), the undersigned by Occupational Safety and Administration Board (OSHA), the ReleaseesSecurities and Exchange Commission (SEC), or any other federal, state or local civil rights agency or to participate in the investigation of themsuch charge filed by another person or to initiate or respond to communications with such government agencies; however you waive all rights to share in any alleged breach of damages awarded under any express class action, EEOC charge, or implied contract of employment; any alleged torts state civil rights agency complaint or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation as a result of any federal, state or local statute administrative agency action. Additionally, nothing in this Agreement prohibits or ordinance including, without limitation, Title VII of restricts you from filing a charge or complaint with the Civil Rights Act of 1964Securities and Exchange Commission (SEC), the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Financial Industry Regulatory Authority (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”FINRA), (ii) or any other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to payments communicate with any securities regulatory agency or benefits under authority or otherwise participate in any equity award agreement between the undersigned and investigation or proceeding that may be conducted by any governmental agency in connection with reporting a possible securities law violation without notice to the Company, (iii) with respect . This Agreement does not limit your right to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims receive an award for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect information provided to the undersigned’s right to communicate directly with, cooperate with, SEC staff or provide information to, any federal, state other securities regulatory agency or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:authority.

Appears in 2 contracts

Samples: Restaurant Brands International Limited Partnership, Restaurant Brands International Inc.

General Release. For valuable considerationIn consideration of the Separation Payments provided to you under the Agreement, you, and each of your heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company Group and its parent, and its each of their subsidiaries, affiliates and joint venture partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, and all of their past and present directors, officers, employees, consultants, founders, owners, shareholders, representatives, lawyersmembers, attorneys, partners, insurers, benefit plans and agents, and all persons acting byof their predecessors, throughsuccessors and assigns (collectively, under or in concert with them, or any of them, of and the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law suits, controversies, cross-claims, counter-claims, rights, judgments, obligations, compensatory damages, liquidated damages, punitive or in equityexemplary damages, suitsany other damages, demands, accountings, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, claims for costs and attorneys’ fees fees, losses or expenses, liabilities of whatever kind or character in law and in equity and any nature whatsoeverother liabilities, known or unknown, fixed suspected or contingent unsuspected of any nature whatsoever (hereinafter called collectively, “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In Employment Actas amended, the Americans With with Disabilities Act, as amended, the Family and [__].1 Notwithstanding Medical Leave Act, as amended, the foregoingEqual Pay Act, this general release (as amended, the “Release”) shall not operate Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising from or in any way related to release any rights or claims of the undersigned (i) your employment with the Company Group or the termination of such employment, at any time prior to payments or benefits under Section 4(a) of that certain Employment Agreement, effective the Effective Date and/or the Reaffirmation Date (as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”applicable), (ii) to payments or benefits under any equity award agreement between entered into as part of your employment with the undersigned and Company Group with any of the CompanyReleasees, and/or (iii) any awards, policies, plans, programs or practices of any of the Releasees that may apply to you or in which you may participate; provided, however, that the release set forth in this Section 9(a) will not apply to the obligations of the Company under the Agreement. The Releasors further agree that the Separation Payments will be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Releasees arising out of your employment with respect the Company Group and the termination thereof. This Section 9(a) does not apply to any Claims that the Releasors may have as of the Effective Date arising under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 2(b)(iv9(f) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 2 contracts

Samples: Letter Agreement (Amplify Energy Corp), Letter Agreement (Amplify Energy Corp)

General Release. For valuable consideration(a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the receipt Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and adequacy each of which are hereby acknowledgedhis, the undersigned does hereby release her or its past, present and forever discharge the “Releasees” hereunderfuture Affiliates, consisting of Aziyo Biologicsfirms, Inc.corporations, and its limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, subsidiariestrustees, associatesprincipals, affiliatesconsultants, successorscontractors, family members, heirs, assignsexecutors, agentsadministrators, directorspredecessors, officerssuccessors and assigns (each, employeesa “Releasing Party” and, representativescollectively, lawyersthe “Releasing Parties”), insurershereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Company, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Purchaser and its Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”) of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityProceedings, suitsLiens, debts, liens, contracts, agreementsContracts, promises, liabilityLiabilities or Damages (whether for compensatory, claimsspecial, demandsincidental or punitive Damages, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the ReleaseesReleased Parties, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding which are based on acts, events or omissions occurring up to and including the foregoing, this general release Closing (the “ReleaseReleased Claims) ); provided, however, that the foregoing release shall not operate to release release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights or claims of the undersigned of: (i) to payments the Sellers under this Agreement or benefits under Section 4(a) any written agreement entered into by such Seller and any of that certain Employment Purchaser, the Company or their Affiliates in connection with this Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), ; or (ii) the Releasing Parties to payments indemnification, reimbursement or benefits advancement of expenses under the provisions of the Operating Agreement (or any equity award agreement between directors’ and officers’ liability insurance policy maintained by the undersigned and Company in respect of the Companysame) if any Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, (iii) director, manager, member or employee of the Company with respect to Section 2(b)(iv) of the Employment Agreementany act, (iv) to accrued omission, event or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract transaction occurring on or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect prior to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorClosing. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:64

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.)

General Release. For valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Bank and the Company, and its partnerseach and all of their past, present, and future parent companies, subsidiaries, associatesrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, employees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein includeof Employee's execution of this Release Agreement, including, without limiting the generality of the foregoinglimitation, any Claims claim or obligation arising from or in any way arising out ofrelated to Employee's employment with the Bank or the Company, based uponthe termination of that employment, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any express claim for discrimination or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and [__].1 Notwithstanding Housing Act, the foregoingCalifornia Labor Code, this general release (the “Release”) shall not operate California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to release any rights or claims waive the provisions and protections of Section 1542 of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementCalifornia Civil Code, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSreads:

Appears in 2 contracts

Samples: Release Agreement (Heritage Commerce Corp), Release Agreement (Heritage Commerce Corp)

General Release. For In consideration of the benefits described in Section 3 and for other good and valuable consideration, the receipt Employee, on behalf of Employee and adequacy of which are hereby acknowledgedEmployee’s representatives, the undersigned does hereby release agents, heirs, executors, administrators, successors and assigns, releases and forever discharge discharges the Company, its parents, its subsidiaries, its affiliates, and its related entities, and all of their respective predecessors, successors, assigns, representatives, agents, counsel, insurers, shareholders, members, officers, directors, and employees (whether past, present, or future) (all of the foregoing collectively, are referred to as the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, ”) from: Any and all persons acting byclaims, throughcomplaints, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, demands, damages, and suits that Employee has or may have for any reason whatsoever, in law or in equity, suitsagainst the Releasees arising out of or in connection with any event, debtstransaction, liensor matter occurring or existing on or before the date Employee executes this Agreement, contractswhether based upon statutory claim, agreementscommon law, promisescontract, liabilitytort, claimspublic policy, demandsor other basis, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed direct or contingent (hereinafter called “Claims”)indirect, which the undersigned now has absolute or may hereafter have against the Releaseescontingent, or including without limitation any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way claims arising out of, based upon, under or related to the any federal, state, local, or other law or ordinance concerning civil rights, discrimination, retaliation, labor, employment, or other matter, any claims related to Employee’s employment or termination of employment and any claims for attorneys’ fees, wages, bonus(es), compensation, other sums of the undersigned by the Releaseesmoney or payments, leave, benefits, or any of them; other obligation or liability whatsoever, except for the Company’s promises made in this Agreement. Employee acknowledges that Employee has not requested any alleged breach of statutory leave that has not been provided. Further, Employee understands that this is a general release and intends that this release shall discharge the Releasees to the maximum extent permitted by law. For example, this release waives any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Equal Pay Act of 1963, the Americans With with Disabilities Act, the Civil Rights Act of 1866, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingEmployee Retirement Income Security Act, this general release (the “Release”) shall not operate to release any rights or claims National Labor Relations Act, the Washington Law Against Discrimination, Chapter 659A of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementOregon Revised Status, effective as of [Ÿ]the Oregon Family Medical Leave Act, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)Oregon Unlawful Discrimination Against Persons With Disabilities Law, (ii) all as amended, and any similar federal, state, county or city ordinances. Employee represents that Employee has not filed, and agrees not to payments or benefits under file, any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation lawsuit or other similar governing document of action seeking monetary or other relief for Employee based on any claims lawfully released in this Agreement. To the Companymaximum extent permitted by law, (vi) Employee also waives any and all rights to any Claims which canrecover and will not be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information toaccept, any federal, state monetary or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:other relief for Employee concerning the claims lawfully released in this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Laird Superfood, Inc.), Employment Agreement (Laird Superfood, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo BiologicsCarLotz, Inc., a Delaware corporation (the “Company”), and its partnersthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, employees, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the 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 Age Discrimination In Employment 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 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 [__].1 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 amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this general release General Release of Claims (the “Release”) shall not operate to release any rights or claims of Claims which the undersigned may have to (ia) to payments or benefits under Section 4(a) 4 of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award undersigned’s employment agreement between the undersigned and with the Company, dated as of Xxxxx 00, 0000 (iiix) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof hereof, under any applicable Company employee benefit plan, policy, practice, program, contract or agreement with the Company, (vc) rights to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation or of other similar governing document of the CompanyCompany or its subsidiaries, (vid) to payments or benefits under any Claims which canagreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be waived released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly withundersigned as a matter of law. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, cooperate withWHICH PROVIDES 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, or provide information toWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, any federalBEING AWARE OF SAID CODE SECTION, state or local government regulatorHEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (CarLotz, Inc.), Employment Agreement (CarLotz, Inc.)

General Release. For In consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the sufficiency and receipt and adequacy of which are Xxxxx hereby acknowledgedacknowledges, Xxxxx, on behalf of himself and for all persons who may claim by or through him, including, without limitation, his heirs, legatees, distributees, beneficiaries, trustees, administrators, executors, assigns, and legal representatives, to the undersigned does maximum extent permitted by law, hereby release covenants not to xxx and fully and unconditionally releases, waives, and forever discharge discharges the “Releasees” hereunderParent, consisting of Aziyo BiologicsSub, Inc.TCI, and its partnerseach of their respective past, present, former, and/or future direct and indirect parents, owners, affiliates, divisions, subsidiaries, associatesrelated entities, affiliatespredecessors, successorsand successors (collectively “Company Parties”), heirs, and each of the Company Parties’ respective assigns, agentsshareholders, members, managers, directors, officers, employees, attorneys, representatives, lawyersand agents (each of the Company Parties and foregoing listed persons or entities being collectively, insurersin their individual and representative capacities, referred to as the “Company Released Parties”), from and all persons acting by, through, under or in concert with them, or any of them, of and from respect to any and all manner of action or actionscharges, cause or causes of actioncomplaints, in law or in equityclaims, suits, debts, liensrights, contracts, agreementsagreements and actions, promiseswhich Xxxxx ever had, liabilitynow has, or may have against the Company Released Parties, whether known or unknown, arising or which may have arisen at any time up to the date Xxxxx executes this Agreement, including, but not limited to, all claims, demands, damagessuits, lossescauses or rights of action arising out of or in any way connected with Xxxxx’x employment relationship with the Company or Xxxxx’x separation from employment from the Company; Xxxxx’x board membership with Parent or the separation of such board membership; claims, costsdemands, suits, causes or rights of action relating to defamation, breach of contract or public policy, wrongful, retaliatory or constructive discharge, discrimination, attorneys’ fees or expensesdamages (including contract, of any nature whatsoevercompensatory, known punitive, or unknown, fixed or contingent (hereinafter called “Claims”liquidated damages), which the undersigned now has or may hereafter have against the Releaseesequitable relief, additional compensation, intentional infliction of emotional distress, invasion of privacy, negligence, or any of them, by reason of any matter, cause, or thing whatsoever from other tort claims; claims which could arise under the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; Family and any alleged violation of any federal, state or local statute or ordinance including, without limitationMedical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:in

Appears in 2 contracts

Samples: Retirement and General Release Agreement, Retirement and General Release Agreement

General Release. For valuable consideration(a) The Executive, on behalf of the receipt Executive and adequacy anyone claiming through the Executive, hereby agrees not to xxx the Company or any division, subsidiary, affiliate or other related entity of which are hereby acknowledgedthe Company (whether or not such entity is wholly owned) or any of the past, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, present or future directors, officers, administrators, trustees, fiduciaries, employees, representativesagents, lawyers, insurers, and all persons acting by, through, under attorneys or in concert with them, shareholders of the Company or any of themsuch other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Released Parties”), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the effective date hereof. The Claims released herein includeof this Release and Noncompetition Agreement, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII all matters in any way related to the Executive’s employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company or any of its affiliates, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination In in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, each as may be amended from time to time, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Release and [__].1 Notwithstanding Noncompetition Agreement shall apply to, or release the foregoingCompany from, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments any obligation of the Company contained in the Agreement or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) any vested or accrued benefits pursuant to payments any employee benefit plan, program or benefits under policy of the Company. The consideration offered in the Agreement is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any equity award agreement between the undersigned and all claims or potential claims, and the CompanyExecutive expressly agrees that the Executive is not entitled to, (iii) with respect to Section 2(b)(iv) and shall not receive, any further recovery of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and kind from the Company or under any of the bylawsother Released Parties, certificate and that in the event of incorporation any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or other similar governing document obligation of any kind to the Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law Executive. The Executive agrees that the Executive has no present or (vii) with respect to the undersigned’s future right to communicate directly with, cooperate with, employment with the Company or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:of the other Released Parties.

Appears in 2 contracts

Samples: General Release and Noncompetition Agreement (Federal Mogul Corp), Severance Agreement (Federal Mogul Corp)

General Release. For valuable considerationa. In consideration of the payments and benefits (less all applicable withholdings) set forth in this Agreement, the receipt Executive, on behalf of himself and adequacy of which are hereby acknowledgedhis agents, the undersigned does hereby release heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharge discharges the Company, Forterra, Forterra US Holdings, LLC, Concrete Holdings, Lone Star Fund IX (U.S.), L.P., Xxxxxx Advisors, L.P., and each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, attorneys, agents, representatives and employees, and each of their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or his representative, individual or any other capacity (each a “Releasee” and, collectively, the “Releasees” hereunder”), consisting of Aziyo Biologicsto the fullest extent permitted by law, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or debts, demands, actions, cause or causes of actionactions, in law or in equityaccounts, suits, debts, lienscovenants, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, omissions, promises, and any and all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, fixed suspected or contingent unsuspected, both in law and equity (hereinafter called collectively, the “Claims”), including but not limited to those which the undersigned Executive ever had, now has has, or may hereafter claim to have against the ReleaseesReleasees by reason of the Executive’s employment with the Company, the cessation thereof, the Award Agreement, the LTIP, or any of them, by reason of any other matter, cause, cause or thing whatsoever relating thereto arising from the beginning of time to the date hereoftime he signs this Agreement (the “General Release”). The Claims released herein include, without limiting the generality of the foregoing, General Release shall apply to any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach Claim of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federaltype, state or local statute or ordinance including, without limitation, any Claims with respect to Executive’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination In in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingExecutive Retirement Income Security Act, this general release (the “Release”) shall not operate to release Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990statutes, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Releasee and to any Claims fraud or fraud in the inducement or fraudulent misrepresentation in relation to any such matters.

Appears in 2 contracts

Samples: Separation and General Release Agreement (Forterra, Inc.), Separation and General Release Agreement (Forterra, Inc.)

General Release. For valuable considerationExecutive, for Executive and for Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and its partners, subsidiaries, associatesaffiliates and related entities, affiliatesand any and all of their respective predecessors, successors, heirsassigns and employee benefit plans, together with each of their respective owners, assigns, agents, directors, general and limited partners, shareholders, directors, officers, employees, attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of themtheir predecessors and successors and each of their estates, of heirs and assigns (collectively, the “Company Releasees”) from any and all manner of action or actionscharges, cause or allegations, complaints, claims, liabilities, obligations, promises, agreements, causes of action, in law or in equityrights, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagescosts, losses, costs, attorneys’ fees or expenses, debts and expenses of any nature whatsoever, including those arising from or related to the Executive’s Change in Control and Severance Agreement, dated June 26, 2017, known or unknown, fixed suspected or contingent unsuspected (hereinafter called collectively, “Claims”)) which Executive or the Releasors ever had, which the undersigned now has have, may have, or hereafter can, will or may hereafter have against the Releasees(either directly, indirectly, derivatively or in any of them, other representative capacity) by reason of any matter, cause, fact or thing cause whatsoever against the Company or any of the other Company Releasees: (a) from the beginning of time to the date hereof. The Claims released herein includeupon which Executive signs this Agreement, without limiting the generality of the foregoing, any Claims in any way (b) arising out of, based uponor relating to, Executive’s employment with the Company and/or the termination of Executive’s employment; or (c) arising out of or related to the employment any agreement or termination of employment of the undersigned by the arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; consequential damages and any alleged violation of all claims arising under any federal, state or and/or local statute or ordinance labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Americans With Disabilities Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and [__].1 Notwithstanding Consumer Protection Act, the EXECUTION VERSION Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to any of the aforementioned acts or under any common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the foregoing; provided, however, that nothing in this general Release shall release (the “Release”) shall not operate to release or impair any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:law.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Sarepta Therapeutics, Inc.)

General Release. For valuable considerationIn exchange for the Release Pay set forth in Paragraph 1 above, the receipt and adequacy of which are other consideration provided to you in this Agreement, you hereby acknowledgedagree unconditionally to release, the undersigned does hereby release acquit, and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Casey's, and all of its partnersparents, subsidiaries, associatesaffiliates, affiliatespredecessors, successors, heirs, and assigns, agentsand all of their current and former owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, agents, representatives, lawyers, insurersand attorneys, and all any persons acting by, through, under under, or in concert with them, or any of them, of and all successors and assigns thereof (collectively, "Released Parties") from any and all manner of action or claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equitysuits, suitsrights, entitlements, costs, losses, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, and expenses (including attorneys' fees or and legal expenses), of any nature whatsoever, whether or not you know about them at the time this Agreement becomes effective and enforceable, and even if you would not have entered into this Agreement had you known or unknown, fixed or contingent (hereinafter called “Claims”)about them, which the undersigned you now has have or may hereafter later claim to have against the ReleaseesReleased Parties, individually or any of themcollectively, by reason because of any matter, causeact, omission, transaction, occurrence, or thing whatsoever from the beginning of time event that has or is alleged to have occurred up to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims you sign this Agreement and is related in any way arising out ofto Casey’s, based uponits operations, your employment with Casey’s, or related your separation from said employment (collectively, "Claims"). You hereby waive any right to receive any benefits or remedial relief as a consequence of any Claims filed with or by the employment Equal Employment Opportunity Commission, any other state or termination of employment federal agency or any other person or entity (governmental or otherwise), including any class or collective action lawsuit or complaint filed by any individual or entity against any of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Released Parties.

Appears in 2 contracts

Samples: Restricted Stock Units Agreement (Caseys General Stores Inc), Employment Agreement (Caseys General Stores Inc)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to : (a) the Employment Agreement; (b) the Employee’s employment or termination of employment other relationship with any of the undersigned by Released Parties or the Releasees, or termination thereof; and (c) the Employee’s status as a holder of securities of any of them; the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any alleged breach contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any express nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or implied contract of employment; any alleged torts or other alleged legal restrictions on Releaseespunitive damages and attorneysright to terminate fees. The Employee acknowledges and reaffirms Employee’s obligations under the employment of Employment Agreement with the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and Company dated [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims a signed copy of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective which is attached hereto as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsExhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 2 contracts

Samples: Employment Agreement (Funko, Inc.), Employment Agreement (Funko, Inc.)

General Release. For valuable consideration, (a) In consideration for the receipt of those payments that are in excess of the amounts required to be paid to Me by Law (as detailed in the settlement of account attached hereto), I, on behalf of myself and adequacy of which are hereby acknowledgedmy family, the undersigned does hereby release agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and forever discharge assigns (the “Releasees” hereunderReleasors”), consisting hereby irrevocably and unconditionally (i) represent and warrant that I have received in a timely manner full and complete payment of Aziyo Biologicsall amounts due to Me under my employment agreement with the Company or under any applicable law and/or in connection with the termination of my employment, Inc.both at law and pursuant to the terms of the employment agreement, and (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to xxx the Company and each of its partners, respective past and/or present subsidiaries, associates, affiliates, successors, heirs, successors and assigns, agentsand each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, agents or other representatives, lawyersand employee benefit plans of the Company or its affiliates, insurersincluding, but not limited to, trustees and all persons acting byadministrators of these plans, throughin each case, under or in concert with themtheir individual and/or representative capacities (collectively, or any of them, of and the “Releasees”) from any and all manner of action claims, contractual or actionsotherwise, cause or demands, costs, rights, causes of action, in law or in equity, suitscharges, debts, liens, contracts, agreements, promises, liabilityobligations, claims, demands, damagescomplaints, losses, costsdamages and all liability of whatever kind and nature, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and hereby waive any and all rights that I, he, she or contingent (hereinafter called “Claims”)it may have, which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time up to and including the date hereof. The Claims released herein includetime of signing this Release Agreement, without limiting in respect of my employment or separation from employment with the generality of the foregoingCompany, any Claims or is in any way arising out of, based upon, connected with or related to the employment any applicable compensatory or termination benefit plan, program, policy or arrangement, including, but not limited to, any claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of employment pension fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of the undersigned expenses and/or any other payments or benefits due to Me by any of the Releasees, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of them; any alleged breach of any express its affiliates and myself, now or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claimshereafter recognized, including claims for indemnification and/or advancement of expenses arising under wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided that such released claims shall not include any indemnification agreement between the undersigned and the Company claims to enforce my rights under, or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federalpost-termination obligations of the Company expressly undertaken by the Company under my employment agreement with the Company (including vested accrued benefits and compensation under the Company’s employee benefit plans and arrangements as set forth in Section 7 to the Employment Agreement), state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rights as a shareholder of the Company and rights to indemnification and liability insurance coverage.

Appears in 2 contracts

Samples: Employment Agreement (Teva Pharmaceutical Industries LTD), Employment Agreement (Teva Pharmaceutical Industries LTD)

General Release. For valuable considerationI, and each of my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Releasees” hereunder, consisting Company Group”) and each of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, their respective officers, employees, representativesdirectors, lawyersshareholders, insurersagents, successors and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, 1991 and the laws amended thereby; the Age Discrimination In in Employment Act, Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release express or implied; any rights or claims provision of the undersigned (i) Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments or and benefits under Section 4(a) of that certain described in the Employee’s Employment AgreementAgreement dated , effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned 20 (the “Employment Agreement”), (ii) to shall be in full satisfaction of any and all Claims for payments or benefits under any equity award agreement between benefits, whether express or implied, that the undersigned Releasors may have against the Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:termination thereof.

Appears in 2 contracts

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

General Release. For valuable consideration, (a) In exchange for and in consideration of the receipt payments and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., other benefits described in paragraph 2(a) and its partnerssubparagraphs above and otherwise provided under this Agreement, subsidiariesEmployee, associatesindividually and on behalf of his heirs, affiliatesexecutors, administrators, successors, heirs, assigns, agents, directorscounsel and other representatives, hereby releases and forever discharges the Company, its parent companies, subsidiaries, affiliated entities, predecessors, successors or assigns (including, but not limited to, Ener1, Inc and EnerDel, Inc., their employee benefit plans and trustees, fiduciaries, administrators and parties-in-interest of those plans, and any of its and their present and former shareholders, officers, directors, supervisors, employees, representativesagents, lawyersadministrators, members, agents, attorneys, insurers, re-insurers, contractors, and all persons other representatives (whether acting by, through, under as agents or in concert with them, or any of them, of and their individual capacities) (collectively “the Released Parties”) from any and all manner of action or actionswaivable claims, cause or demands, prayers for relief, causes of action, in law right or in equitydamage he may have against the Company, suitsarising, debtsdirectly or indirectly, liensout of his employment and/or termination of employment with the Company, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and whether arising from tort, statute or contingent (hereinafter called “Claims”)contract, which the undersigned now has arising or may hereafter have against the Releasees, existing on or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to before the date hereof. The Claims released herein includeon which Employee signs and executes this Agreement, without limiting the generality of the foregoingincluding, any Claims in any way but not limited to all waivable claims arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any under federal, state or local statute or ordinance including, without limitation, laws including those arising under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act (ADA), as amended; the Age Discrimination In in Employment Act (ADEA), as amended; the Older Workers Benefit Protection Act, as amended (OWBPA); the Americans With Disabilities Worker Adjustment and Retraining Notification Act (WARN); the Consolidated Omnibus Budget Reconciliation Act, and [__].1 Notwithstanding the foregoing, this general release as amended (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementCOBRA”), the Employee Retirement Income Security Act of 1974 (ii) to payments or ERISA), as amended (excluding claims for accrued, vested benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) employee benefit or pension plan of the Employment Agreement, Company subject to the terms and conditions of such plan and applicable law); the Family Medical Leave Act (iv) to accrued or vested benefits “FMLA”); the undersigned may have, if anyEqual Pay Act, as amended; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (“OSHA”), the Civil Rights Act of the date hereof under 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, as amended; and any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local law, regulation, ordinance or judicial decision governing or otherwise pertaining in any way to employment, discrimination in employment, the terms and conditions of employment, and the termination of employment; and employee hereby affirms that she is not aware of any illegal activity which would give rise to an investigation or inquiry conducted by the EEOC, SEC or any other applicable government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:agency.

Appears in 1 contract

Samples: Separation Agreement and General Release (Ener1 Inc)

General Release. For valuable considerationOn behalf of myself and my spouse, heirs, executors, --------------- administrators, trustees, legal representatives, and assigns, I hereby forever release and discharge the receipt Company, its predecessors and adequacy successors, and each of its past and present parent corporations, divisions, subsidiaries, affiliates, assigns, officers, directors, employees, consultants, shareholders, partners, attorneys, and agents (any or all of which are hereby acknowledged, referred to as the undersigned does hereby release and forever discharge the “"Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and ") from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesliabilities, lossesactions, costsand causes of action of every name and nature, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), with regard to my employment with the Company and termination therefrom which the undersigned now has or may hereafter could have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever been asserted from the beginning of time the world to the date hereofon which I sign this Release. The Claims released herein includeThis release includes, without limiting the generality but is not limited to, (a) any claims for breach of the foregoingcontract, whether express or implied; (b) any Claims in claims for wrongful termination; (c) any way arising out ofclaims for reemployment, based uponsalary, wages, bonuses, vacation pay, benefits, or related to the employment or termination other compensation of employment of the undersigned by the Releaseesany kind; (d) any claims for harassment, discrimination, or retaliation in employment, including but not limited to any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, Massachusetts General Laws Chapter 151B, the Employee Retirement Income Security Act, the Americans With with Disabilities Act, the Family and [__].1 Notwithstanding Medical Leave Act, and any other federal, state, or local statute, ordinance, regulation, or common law relating to harassment, discrimination, or retaliation in employment; (e) any claims under any other federal, state, or local statutes, ordinances, or regulations; (f) any claims based in tort; (g) any other common-law claims; and (h) any claims for costs or attorneys' fees. Nothing herein shall release the foregoing, this general release (the “Release”) shall not operate to release Releasees from any rights or claims of the undersigned based on: (i) my right to payments enforce this Release or benefits under Section 4(a) the provisions of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or my employment agreement with the Company, (vii) any right I may have to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company vested or under the bylaws, certificate of incorporation or other similar governing document of the Companyaccrued benefits, (viiii) any right to any Claims which cannot be waived by an employee under applicable law indemnification or (viiiv) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rights as a shareholder.

Appears in 1 contract

Samples: Executive Employment Agreement (Pegasystems Inc)

General Release. For valuable consideration, and in consideration of the receipt payments and adequacy benefits described in Section 4 of which are hereby acknowledged, the undersigned does hereby release Employment and forever discharge Transition Agreement (the “Releasees” hereunderAgreement”) dated as of April 21, consisting of Aziyo Biologics2020, by and between CBRE, Inc., a Delaware corporation (the “Company”) and its partnersXxxxx X. Xxxxx “(Executive”), subsidiariesExecutive hereby agrees on behalf of himself, associateshis agents, affiliatesassignees, attorneys, successors, heirsassigns, heirs and executors, to, and Executive does hereby, fully and completely forever release the Company Releasees, from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or his agents, assignees, attorneys, successors, assigns, agentsheirs and executors ever had, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under now have or in concert with them, may have against the Company Releasees or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknownunknown to Executive, fixed for, upon, or contingent by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this release is signed by Executive, arising out of or in connection with or in relationship to Executive’s employment or other service relationship with the Company or the termination thereof, and any applicable employment, compensatory or equity arrangement with the Company, any claims of breach of contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national origin, race, age, sex, sexual orientation, disability, medical condition or other discrimination or harassment, (hereinafter called such released claims are collectively referred to herein as the Released Claims”); provided, which that, Executive does not waive or release (i) any claims with respect to the undersigned now has right to enforce the Agreement (or the agreements or provisions set forth in Section 6(f) of the Agreement), (ii) claims with respect to any vested right Executive may hereafter have against under any employee pension or welfare benefit plan of the ReleaseesCompany, (iii) any rights Executive may have for indemnification from the Company or any of themits affiliates or under any insurance policy, and (iv) any claims that may not be waived by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereoflaw. The Claims released herein include, without limiting Notwithstanding the generality of the foregoingimmediately preceding paragraph, any the Released Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance includinginclude, without limitation, all of the following claims occurring up to the date this release is signed by Executive: (A) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Americans With Disabilities Family and Medical Leave Act of 1993, the National Labor Relations Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, and [__].1 Notwithstanding the foregoingWorker Adjustment and Retraining Notification Act, all as amended, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (B) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. THIS MEANS THAT, BY SIGNING THIS RELEASE, EXECUTIVE WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS RELEASE. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS RELEASE SHALL PREVENT EXECUTIVE FROM (X) INITIATING OR CAUSING TO BE INITIATED ON HIS BEHALF ANY COMPLAINT, CHARGE, CLAIM OR PROCEEDING AGAINST THE COMPANY BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS CLAIMS UNDER ADEA CONTAINED IN THIS RELEASE (BUT NO OTHER PORTION OF SUCH WAIVER); OR (Y) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH RESPECT TO ADEA. Executive represents that he has read carefully and fully understands the terms of this general release (the “Release”) shall not operate release, and that Executive has been advised to release any rights or claims consult with an attorney and has availed himself of the undersigned opportunity to consult with an attorney prior to signing this release. Executive acknowledges and agrees that he is executing this release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 4 of the Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Agreement and this release, other than those set forth in the Agreement and this release. Executive acknowledges that he could take up to twenty-one (i21) days to consider whether he wants to sign this release and that the ADEA gives him the right to revoke this release within seven (7) days after it is signed, and Executive understands that he will not receive any payments or benefits under Section 4(a4 of the Agreement (other than payment of Accrued Amounts), subject to the terms and conditions thereof, until such seven (7) day revocation period has passed and then, only if he has not revoked this release. To the extent Executive has executed this release within less than twenty-one (21) days after its delivery to him, Executive hereby waives the twenty-one (21) day period and acknowledges that his decision to execute this release prior to the expiration of that certain Employment Agreementsuch twenty-one (21) day period was entirely voluntary. If Executive revokes this release, effective as of [Ÿ], between Aziyo Biologics, Inc. it and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned Agreement shall be null and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, void as of the date hereof under any applicable planof such revocation. Capitalized terms used in this release but not defined herein shall have the meanings ascribed to such terms in the Agreement. Executive Xxxxx X. Xxxxx Exhibit B Form of Certification Attn: Compensation Department c/o CBRE, policyInc. 0000 Xxxx Xxxxxx, practiceSuite 1600 Dallas, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:TX 75201

Appears in 1 contract

Samples: Employment and Transition Agreement (Cbre Group, Inc.)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination, the Washington Leave Law, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Employee Sick Leave Act, and the Illinois Equal Pay Act, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to : (a) the Employment Agreement; (b) the Employee’s employment or termination of employment other relationship with any of the undersigned by Released Parties or the Releasees, or termination thereof; and (c) the Employee’s status as a holder of securities of any of them; the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any alleged breach contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any express nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or implied contract of employment; any alleged torts or other alleged legal restrictions on Releaseespunitive damages and attorneysright to terminate fees. The Employee acknowledges and reaffirms Employee’s obligations under the employment of Employment Agreement with the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and Company dated [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ__], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) a signed copy of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, which is attached hereto as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsExhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 1 contract

Samples: Employment Agreement (Funko, Inc.)

General Release. For good and valuable consideration, the receipt and adequacy sufficiency of which are hereby acknowledged, effective on the undersigned does date hereof each of Guarantors and Borrowers, for: (i) themselves, (ii) any Affiliate thereof, and (iii) the respective partners, officers, directors, shareholders, successors and assigns of all of the foregoing persons and entities, hereby release releases and forever discharge the “Releasees” hereunderdischarges Administrative Agent, consisting each Lender and each of Aziyo Biologics, Inc., and its partners, their respective subsidiaries, associates, affiliates, its past, present and future officers, directors, agents, employees, partners, managers, shareholders, servants, attorneys and representatives, as well as their, successors, heirs, assigns, agentstheir respective heirs, directors, officers, employees, legal representatives, lawyerslegatees, insurerspredecessors in interest, successors and all persons acting byassigns (collectively, through, under or in concert with them, or any of themthe “Released Parties”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, debts, suits, contracts, agreements, losses, costsliabilities, attorneys’ fees indebtedness, causes of action either at law or expensesin equity, obligations of any nature whatsoeverwhatever kind or nature, accounts, defenses, and offsets against liabilities and obligations, whether known or unknown, fixed direct or contingent (hereinafter called “Claims”)indirect, which the undersigned now has new or may hereafter have against the Releasees, or any of themexisting, by reason of any matter, cause, cause or thing whatsoever from the beginning of time occurring on or prior to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way hereof arising out ofof or relating to any matter or thing whatever, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, including without limitation, Title VII such claims and defenses as fraud, misrepresentation, breach of duty, mistake, duress, usury, claims pertaining to so called “lender liability,” and claims pertaining to creditor’s rights, which such party ever had, now has, or might hereafter have against the Civil Rights Act other, jointly or severally, for or by reason of 1964any matter, act, omission, cause or thing whatsoever occurring, on or prior to the date of this Agreement, that is directly related to, in whole or in part, this Agreement, the Age Discrimination In Employment ActCredit Agreement, the Americans With Disabilities Act, Guaranty and [__].1 the other Credit Documents. Notwithstanding the foregoing, this in no event shall the general release (provisions of this Section 4 apply to any actions, claims, demands, damages, debts, suits, contracts, agreements, losses, liabilities, indebtedness, causes of action either at law or in equity, obligations of whatever kind or nature, accounts, defenses, and offsets against liabilities and obligations, whether known or unknown, direct or indirect, new or existing, by reason of any matter, cause or thing whatsoever occurring on or prior to the “Release”) shall not operate date hereof arising out of or relating to release any rights matter or claims thing whatever, against the Released Parties arising as a result of any obligations or liabilities unrelated to the undersigned subject matter of this Agreement of Wachovia Bank, National Association in any other capacity whatsoever, including without limitation, for the performance of its obligations as (i) to payments the trustee under the Indenture governing each of the CDO transactions listed on Exhibit B, or benefits in any other capacity under Section 4(a) any of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)listed CDO transactions, (ii) the swap provider under the swap agreement to payments or benefits under any equity award agreement between which it is a party with respect to each of the undersigned and the CompanyCDO transactions listed on Exhibit B, (iii) with respect to Section 2(b)(iv) a party under any lease agreement or occupancy/license agreement in which Gramercy Capital or any of the Employment Agreementits affiliates is landlord/tenant, (iv) to accrued or vested benefits the undersigned may have, if any, as a servicer of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Companyloan in which Gramercy Capital has an interest, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising a participant under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Companyloan in which Gramercy Capital has an interest, (vi) to any Claims a bank in which cannot be waived by Gramercy Capital maintains an employee under applicable law account, or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, issuer of any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:of the Letters of Credit (as defined herein).

Appears in 1 contract

Samples: Termination Agreement (Gramercy Capital Corp)

General Release. For valuable considerationEmployee, the receipt on behalf of himself and adequacy of which are hereby acknowledgedhis attorneys, the undersigned does hereby release and forever discharge the “Releasees” hereunderagents, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliatesrepresentatives, successors, assigns, heirs, assignsadministrators and executors (collectively, agents“Releasors”) hereby forever releases and discharges Xxxx and any of its affiliates, parent or subsidiary entities, owners, partners, officers, directors, officersagents, employees, representatives, lawyersemployee benefit plans, insurersplan administrators or plan sponsors, attorneys and all persons acting byexecutors (collectively, through“Released Parties”), under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagessuits, lossesliabilities, costs, attorneys’ fees charges or expenses, grievances of any nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time arising prior to the date hereof. The Claims released herein include, without limiting the generality execution of the foregoing, any Claims this Agreement by all parties hereto or relating in any way arising out ofto Employee’s employment, based uponseverance plans, programs or related policies (including but not limited to the 2008 Voluntary Separation Program), employment agreements or contracts with Xxxx or the termination of such employment or termination the negotiation and execution of employment of this Agreement, whether the undersigned by same be sounding in tort, contract or for the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute statute, code, common law or ordinance ordinance, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the Family Medical Leave Act, or any parallel federal or state statute, ordinance or court decision and [__].1 claims for attorneys fees and costs. It is understood that this Release constitutes a general release. Notwithstanding the foregoingforegoing to the contrary, this general however, Employee does not release (Xxxx from any obligations of indemnification which flow to the “Release”) shall not operate to release any rights or claims Employee as a senior executive of Xxxx, whether under the undersigned (i) to payments or benefits under Section 4(a) Bylaws, Restated Certification of that certain Employment AgreementIncorporation, effective as of [Ÿ]other corporate constitutive documents, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylawslaw, certificate of incorporation or other similar governing document of the Company, (vi) for matters as to any Claims which cannot be waived by Employee is entitled to indemnification from Xxxx while he was an employee under applicable law of Xxxx. Employee recognizes that Xxxx does not have any obligation to reinstate or (vii) with respect reemploy him, and he agrees not to the undersignedreapply for employment at Xxxx or at any Xxxx facility. This Release does not prevent Employee from suing Xxxx to enforce Dana’s right to communicate directly with, cooperate with, or provide information to, obligations hereunder nor does it prelude Employee from filing any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claim for workers’compensation.

Appears in 1 contract

Samples: Separation Agreement and General Release (Dana Holding Corp)

General Release. For valuable considerationIn consideration of the covenants undertaken herein by Prospect, the receipt and adequacy except for those obligations created by or arising out of which are hereby acknowledgedthis Agreement, the undersigned Terner, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, does hereby release covenant not to xxx and forever discharge the “Releasees” hereunderacknowledges complete satisfaction of and hereby releases, consisting of Aziyo Biologics, Inc., absolves and discharges Prospect and its partnersowners, heirs, successors and assigns, parents, subsidiaries, associatesdivisions and Affiliates, affiliatespast, successorspresent and future, heirs, assigns, agentsand including without limitation their trustees, directors, officers, shareholders, members, managers, employees, representatives, lawyersattorneys, insurers, lenders, brokers, consultants and all persons acting byany other agents, throughpast, under or in concert present and future, and each of them (hereinafter collectively referred to as "Releasees"), with them, or any of them, of respect to and from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitywages, suitsobligations, debts, liensexpenses, contracts, agreements, promises, liability, claims, demandsattorneys' fees, damages, lossesjudgments, costsorders and liabilities of whatever kind or nature in law, attorneys’ fees equity or expensesotherwise, of any nature whatsoever, whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, and whether or not concealed or hidden, which the undersigned Terner now owns or holds or has at any time heretofore owned or may hereafter have held as against the said Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, including specifically but not exclusively and without limiting the generality of the foregoing, any Claims and all claims, demands, agreements, obligations and causes of action, known or unknown, suspected or unsuspected by Terner: (1) arising out of or in any way connected with Terner's Employment; or (2) arising out ofof or in any way connected with any transactions, based uponoccurrences, acts or omissions set forth, or related facts alleged, in any and all charges, complaints, claims or pleadings filed by Terner against any Releasee prior to the employment or termination of employment of the undersigned by the Releaseesdate hereof with any city, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalcounty, state or local statute federal agency, commission, office or ordinance includingtribunal whatsoever; or (3) arising out of or in any way connected with any transactions, occurrences, acts or omissions occurring prior to the date hereof, including specifically without limitation, limiting the generality of the foregoing any claim under Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Employee Retirement Income Act, the Family Medical Leave Act, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the California Fair Employment and [__].1 Notwithstanding Housing Act, the foregoingCalifornia Labor Code, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withCalifornia Family Rights Act, or provide information toany claim for severance pay, bonus, sick leave, holiday pay, vacation pay, paid time off, life insurance, health and medical insurance or any other fringe benefit, workers' compensation or disability, or any claim based on an express or implied contract, or any claim based on common law, any federalstatute, state any constitutional provision or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:any administrative regulation.

Appears in 1 contract

Samples: Severance and Release Agreement (Prospect Medical Holdings Inc)

General Release. For valuable considerationYou release, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.relinquish, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from give up any and all manner of action or actionsclaims, cause or suits and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed which you may have or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have hold against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims Inovalon Parties in any way arising out of, based uponrelating to, or related resulting from: (a) your employment with any of the Inovalon Parties or the termination thereof; (b) any fact, statement, or conduct made or occurring prior to the execution of this Agreement by you; (c) any employment or termination business custom, practice, or policy of employment any of the undersigned by Inovalon Parties; or (d) any conduct or decision of any of the ReleaseesInovalon Parties which in any way affected you, or discussions leading up to and/or culminating in this Agreement, or your rights, if any, to any benefit due you under any pension plan based upon your service with the Company through the Termination Date. This is a general release of them; any alleged breach all claims and you knowingly and voluntarily release and forever discharge Company, and its affiliates, subsidiaries, divisions, and related companies, and its and their present, former, and future successors and assignees, and all of its and their current, former, and future owners, officers, stockholders, employees, officers, attorneys, accountants, directors, assigns, and agents thereof, both individually and in their representative capacities, and insurers, Company employee benefit plans, programs, arrangements and their administrators, functionaries and fiduciaries (collectively, the “Inovalon Parties”), of any express and from any and all claims, known and unknown, asserted and unasserted, foreseeable and unforeseeable which against the Inovalon Parties, you, your heirs, executors, administrators, successors, and assigns have or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment may have as of the undersigned; and date of the execution of this Agreement by you, including but not limited to, any alleged violation of any federalof: the National Labor Relations Act, state or local statute or ordinance including, without limitation, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act, as amended; the Age Discrimination In in Employment Act, as amended; the Americans With Disabilities Occupational Safety and Health Act of 1990, as amended; the Xxxxxxxx-Xxxxx Act of 2002; the Maryland Occupational Safety and Health Laws, as amended; the Maryland Equal Pay Law, as amended; the Maryland Human Rights Act, as amended; and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990civil or human rights law or any other federal, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:state or local law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegations for compensation, damages, costs, fees, or other expenses, including attorneys’ fees incurred in these matters.

Appears in 1 contract

Samples: Confidential (Inovalon Holdings, Inc.)

General Release. For valuable considerationEnvios De Valores La Nacional Corp., the receipt its predecessor entities and adequacy each of which are hereby acknowledged, the undersigned does hereby release its present and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., former direct and its indirect parents and partners, subsidiaries, associatesdivisions, affiliatesaffiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934); and their present and former partners, successorsstockholders, officers, directors, employees, accountants, agents and legal representatives; and the predecessors, heirs, assignsexecutors, agentsadministrators, successors and assigns of any of the above persons or entities (“LAN”) hereby fully release and discharge Nuevo Financial Center, Inc. its predecessor entities and each of its present and former direct and indirect parents and partners, subsidiaries, divisions, affiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934); and their present and former partners, stockholders, officers, directors, officers, employees, accountants, agents and legal representatives; and the predecessors, lawyersheirs, insurersexecutors, administrators, successors and all persons acting by, through, under or in concert with them, or assigns of any of themthe above persons or entities (“NFC”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suitssuit, debts, liensdamages, contractsremedies, contracts (express or implied), dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, agreements, promises, liabilityjudgments, obligations, grievances, claims, demandscharges, damagescomplaints, lossesand demands whatsoever, costs, attorneys’ fees in law or expenses, of any nature whatsoeverequity, known or unknown, fixed against NFC that LAN may now have or contingent (hereinafter called “Claims”)hereafter can, which the undersigned now has shall or may hereafter have against the Releaseesfor, upon or any of them, by reason of any matter, cause, or thing whatsoever thing, under any federal, state, city, or local laws, rules, regulations or guidelines but based solely upon conduct occurring from the beginning of time the world, up to and including the date hereofof LAN’s delivery of this General Release to NFC. The Claims released herein includeLAN will not institute or be represented in, without limiting and will not submit or file, or authorize the generality submission of filing on its behalf of, any lawsuit, claim, charge, complaint or other proceeding against NFC based on conduct occurring up to and including the date of NFC’s execution of the foregoingConfidential Settlement Agreement, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; Security Agreement and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release General Release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”). LAN shall not seek or accept any award or settlement from any such source or proceeding. In the event LAN institutes, (ii) to payments is a party to, or benefits under is a member of a class that institutes, any equity award agreement between the undersigned and the Companysuch action or proceeding, (iii) with respect to Section 2(b)(iv) its claims shall be dismissed or class membership terminated immediately upon presentation of the Employment AgreementAgreement in full satisfaction of any such claim and LAN shall immediately reimburse NFC for all monies paid by NFC to obtain such dismissal, including, but not limited to, its reasonable attorneys’ fees. Dated: New York, New York December ___, 2006 ENVIOS DE VALORES LA NACIONAL CORP. By: Name: Xxxx Xxxxxxxx Title: President EXHIBIT D FORM OF COMMON STOCK WARRANT THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (ivTHE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION, UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT, THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A CERTAIN CONFIDENTIAL SETTLEMENT AGREEMENT, SECURITY AGREEMENT AND GENERAL RELEASE DATED AS OF DECEMBER __, 2006, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE "CORPORATION") AND ENVIOS DE VALORES LA NACIONAL CORP., A NEW YORK CORPORATION (THE “SETTLEMENT AGREEMENT”). A COPY OF SUCH SETTLEMENT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NUEVO FINANCIAL CENTER, INC. COMMON STOCK WARRANT No. W-LAN December __, 2006 VOID AFTER March 31, 2009 (or earlier upon the occurrence of certain events described below) THIS CERTIFIES that, for value received, ENVIOS DE VALORES LA NACIONAL CORP., a New York corporation or its assigns (the "Holder"), shall be entitled to accrued or vested benefits subscribe for and purchase from NUEVO FINANCIAL CENTER, INC., a Delaware corporation (the undersigned may have"Corporation"), if any1,507,589 shares of common stock, as $.001 par value per share of the date hereof under any applicable planCorporation (the "Common Stock"), policyduring the “Exercise Period” (as defined in Section 1 hereof), practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect pursuant to the undersigned’s right terms and subject to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:the conditions hereof.

Appears in 1 contract

Samples: Security Agreement (Nuevo Financial Center, Inc.)

General Release. For valuable consideration(a) Executive, the receipt on behalf of himself and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., ABM and its partnersaffiliates and all of its and their stockholders, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyerssuccessors, insurersassigns, agents and all persons acting byattorneys (collectively, through, under or in concert with them, or any of them, of and "Company") from any and all manner of action or charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys' fees or expensesand costs actually incurred), of any nature whatsoeverwhatever kind or nature, known or unknown, fixed suspected or contingent unsuspected, joint or several (hereinafter called “"Claims"), which the undersigned now Executive has had or may hereafter claim to have had, against the Releasees, or any of them, Company by reason of any matter, causeact, omission, cause or thing whatsoever event whatever that has occurred up to and including the Effective Date other than those obligations set forth in this Agreement. This release and waiver of Claims specifically includes: (i) all Claims arising from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims or relating in any way to any act or failure to act by any employee, officer or director of ABM, (ii) all Claims arising out of, based upon, from or related relating in any way to the employment relationship of Executive with ABM and/or the termination thereof, including any Claims which have been asserted or termination could have been asserted against Company, and (iii) any and all Claims which might have been asserted by Executive in any suit, claim, or charge, for or on account of employment of any matter or things whatsoever that has occurred up to and including the undersigned by the ReleaseesEffective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of them; right(s), including any alleged breach claim under Age Discrimination in Employment Act of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal1967, state or local statute or ordinance including, without limitationas amended, Title VII of the Civil Rights Act of 1964, as amended (including the Age Discrimination In Employment Actamendments of the Civil Rights Act of 1991), the Employee Retirement Income Security Act of 1976, as amended, the Americans With with Disabilities Act, State antidiscrimination statutes and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, Claim in contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:tort.

Appears in 1 contract

Samples: Agreement (Abm Industries Inc /De/)

General Release. For valuable considerationIn consideration of the payments and benefits set forth in Section 5 of your Separation Agreement dated September 30, 2005 among you, Flag Acquisition Corporation (“Flag”), Metals USA, Inc. (the receipt “Company”) and adequacy of which are hereby acknowledgedFlag Holdings Corporation (“Flag Holdings”), the undersigned does hereby you, for yourself and for your children, heirs, administrators, representatives, executors, successors and assigns, voluntarily, knowingly and willingly release and forever discharge give up any and all claims and rights which you have, may have or hereafter may have against Flag, the Company, Flag Holdings and Apollo Management V, L.P., and each of the forgoing entities’ respective owners, parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, shareholders, employees and agents and all of their predecessors, successors and assigns (collectively, the “Releasees” hereunder”) from September 30, consisting 2005 through the date of Aziyo Biologicsthe execution of this Release, Inc.including, and its partnersbut not limited to, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expenses, and costs) of any nature whatsoever, whether known or unknown, fixed whether in law or contingent equity (hereinafter called collectively, “Claims”), which the undersigned now has or may hereafter have against the Releaseesincluding, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoingbut not limited to, any Claims in related to your employment with the Company and the conclusion thereof, any way Claims arising out of, based upon, of or related to the employment or termination of employment of the undersigned by the ReleaseesTransaction Agreements (as that term is defined in your Separation Agreement), or any of them; Claims based on wrongful termination, any alleged breach of any Claims based on contract whether express or implied contract of employment; any alleged torts implied, written or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; oral, and any Claims arising under the United States and/or State Constitutions, federal and/or common law, and/or rights arising out of alleged violation violations of any federal, state or local statute other government statutes, regulations or ordinance ordinances including, without limitation, the National Labor Relations Act, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Texas Anti-Discrimination Law, Texas Labor Code, §21.001, et seq., the Delaware Discrimination in Employment Act, Title 19 of the Delaware Code, the Americans with Disabilities Act, the Civil Rights Act of 19641866 (42 U.S.C. § 1981), the Age Discrimination In Employment Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Family and Medical Leave Act, the Fair Labor Standards Act and [__].1 Notwithstanding the foregoingEmployees Retirement Income Security Act of 1974, this general all as amended. This release specifically includes, but is not limited to, the right to the payment of wages, vacation, pension benefits, stock, incentive or any other employee benefits (except your vested benefit under the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo BiologicsMetals USA, Inc. and the undersigned (the “Employment Agreement”401(k) Plan), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses other rights arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorlaws prohibiting discrimination and/or harassment on the basis of race, color, religion, creed, sex, national origin, ancestry, age, mental or physical disability, pregnancy, alienage or citizenship status, genetic information, marital status or any other basis prohibited by law. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990You further represent that you have not filed against Flag, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSthe Company or any of the other Releasees, any complaints, charges or lawsuits with any governmental agency or any court prior to the date hereof. In WITNESS WHEREOF, you have executed this Release as of the date written below. Xxxxx X. Xxxxxxx Dated:

Appears in 1 contract

Samples: Separation Agreement and General Release (Metals Usa Inc)

General Release. For valuable considerationUpon the execution of this Agreement, Xxxxxxx releases and forever discharges the Parent, the receipt Company, all of the Parent’s and adequacy of which are hereby acknowledgedCompany’s past, the undersigned does hereby release current, and forever discharge the “Releasees” hereundersuccessor parent, consisting of Aziyo Biologicsaffiliate and subsidiary companies and business entities (including but not limited to Waste Connections, Inc., Waste Connections US, Inc. and its partnersWaste Connections US Holdings, subsidiariesInc.), associates, affiliates, successors, heirsand all of their respective current and former owners, assigns, agentsofficers, investors, managers, employees, directors, officersboards, employeestrustees, shareholders, partners, members, insurers, representatives, lawyersattorneys, insurersplan administrators, fiduciaries of employee benefit plans, benefit plans and all persons acting byagents (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, rights, judgments, debts, contracts, promises, allegations, demands, obligations, duties, suits, expenses, assessments, penalties, charges, injuries, losses, costs, damages, liabilities, and attorneys’ fees, including, but not limited to, those claims asserted or that could have been asserted prior to the execution of this Agreement of every kind and manner whatsoever concerning, regarding, or arising in law or in equity, suitsadministrative or judicial, debtsexclusive of the obligations under this Agreement (collectively, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called the “Claims”), which the undersigned Xxxxxxx had or now has against Company and/or any of the Released Parties, whether or may hereafter have against the Releaseesnot now known, claimed, asserted, suspected, or discoverable by Xxxxxxx, based on any of them, by reason of any matter, cause, actions or thing whatsoever from the beginning of time to events occurring on or before the date hereofof Xxxxxxx’x signature on this Agreement. Xxxxxxx agrees not to file a lawsuit arising out of or relating to any such released Claims. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall but are not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information limited to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement and General Release (Waste Connections, Inc.)

General Release. For valuable considerationPursuant to this General Release of Claims (this “Agreement”), the receipt Employee, for himself, his heirs, administrators, representatives, executors, successors and adequacy of which are assigns (each a “Releasor”) hereby acknowledgedirrevocably and unconditionally releases, the undersigned does hereby release acquits and forever discharge discharges Mattersight Corporation (“Company”) and its direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the “Releasees” hereunderCompany Entities”), consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliatesany predecessors, successors, heirsjoint ventures, assignsand parents of any Company Entity, agentsand any and all of their respective past or present shareholders, partners, directors, officers, employees, representativesconsultants, lawyersindependent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with them, or any of themthem (all, of and collectively, the “Release Parties”) from any and all manner of action or actions, cause or causes of actionactions, in law or in equitydemands, suits, debts, liens, contractsclaims, agreements, promises, liabilitydebts, claimslawsuits, demandsliabilities, damagesrights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and fees whatever (including without limitation attorneys’ fees and costs), arising out of or expensesrelating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, fixed cxxxxx or inchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (hereinafter called “Claims”including the Age Discrimination in Employment Act of 1967), which the undersigned now has or may hereafter have against the Releaseesnational origin, religion, disability, or any of themother unlawful criterion or circumstance, by reason of which Employee and any matterReleasor had, causenow have, or thing whatsoever may have in the future against each or any of the Released Parties from the beginning of time to until the date hereof. The Claims released herein includeof this Agreement (individually, without limiting “Claim,” and collectively, “Claims”); provided, that this Agreement shall not apply to, nor release the generality Company from, any obligation of the foregoing, any Claims Company contained in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employee’s Executive Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective Agreement dated as of [Ÿ]insert date] (as amended or supplemented from time to time, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) that arises due to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) Employee’s termination of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement employment with the Company. The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, (v) to satisfaction, compromise and settlement of any Claimsand all claims or potential claims, including claims for indemnification and/or advancement and Employee expressly agrees that he is not entitled to, and shall not receive, any further recovery of expenses arising under any indemnification agreement between the undersigned and kind from the Company or under any of the bylawsother Release Parties, certificate and that in the event of incorporation any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Release Parties shall have any further monetary or other similar governing document obligation of any kind to Employee, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to employment with the Company or any of the Company, (vi) to other Release Parties and that he will not apply for or otherwise seek employment with any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:of them.

Appears in 1 contract

Samples: Executive Employment Agreement (Mattersight Corp)

General Release. For valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Bank and the Company, and its partnerseach and all of their past, present, and future parent companies, subsidiaries, associatesrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, employees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein includeof Employee's execution of this Release Agreement, including, without limiting the generality of the foregoinglimitation, any Claims claim or obligation arising from or in any way arising out ofrelated to Employee's employment with the Bank or the Company, based uponthe termination of that employment, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any an alleged breach of the Employment Agreement. BN 70487409v1 ​ This General Release specifically includes, but is not limited to, any express claim for discrimination or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and [__].1 Notwithstanding Housing Act, the foregoingCalifornia Labor Code, this the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: A general release (does not extend to claims that the “Release”) shall creditor or releasing party does not operate 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. This General Release covers not only any rights or and all claims of by Employee against the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned Bank and the Company, (iii) with respect and the other persons and entities released in this General Release, but, to Section 2(b)(iv) of the Employment Agreementextent permitted by applicable law, (iv) to accrued it also covers any claim for damages or vested benefits reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) right to any Claims, including such damages or reinstatement. This General Release does not include any claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which that cannot lawfully be waived or released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee.

Appears in 1 contract

Samples: Release Agreement (Heritage Commerce Corp)

General Release. For valuable considerationIn consideration of the payments to be made and benefits provided to Stefanie Sovak (the "Employee") as set forth in the Separation Agreexxxx xxx Xxxxxse entered into between the IPC Acquisition Corp. (the "Company"), dated as of July 25, 2003 (the "Separation Agreement"), the receipt Employee with the intention of binding herself and adequacy of which are hereby acknowledgedher heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the “Releasees” hereunderCompany and each of its subsidiaries and affiliates (the "Company Affiliated Group"), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directors, officers, attorneys and employees, representativesand the successors, lawyerspredecessors and assigns of each of the foregoing (collectively, insurers, and all persons acting by, through, under or in concert with them, or any of themthe "Company Released Parties"), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys' fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Employee, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any of themtime heretofore had, by reason of owned or held, against any matterCompany Released Party in any capacity, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeincluding, without limiting the generality of the foregoinglimitation, any Claims and all claims (i) arising out of or in any way arising out of, based uponconnected with the Employee's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or related to the employment or termination of employment of the undersigned by the Releaseessuch service in any such capacity, (ii) for severance or any of them; any alleged vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract contract, wrongful discharge, impairment of employment; any alleged torts economic opportunity, defamation, intentional infliction of emotional harm or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and tort, (iv) for any alleged violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute statute, provision, order or ordinance regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 19641964 ("Title VII"), the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination In in Employment ActAct ("ADEA") and any similar or analogous state or local statute, excepting only the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned Employee: (iA) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Separation Agreement, (ivB) under the Non-Qualified Stock Option Agreement entered into between the Parties, dated as of April 5, 2002 and the Non-Qualified Stock Option Agreement entered into between the Parties, dated as of April 25, 2003; (C) under the Key Employee Stock Purchase Agreement between the Parties, dated as of July 25, 2002 and related Secured Promissory Note and Security Agreement; (D) to accrued or vested benefits the undersigned may haveindemnification, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylawsapplicable corporate law, the by-laws or certificate of incorporation or other similar governing document of the Company, or as an insured under any director's and officer's liability insurance policy now or previously in force; (viE) to under any Claims which cannot be waived by an employee under applicable law or "pension plan" (viiwithin the meaning of Section 3(2) with respect of ERISA), and (F) for claims for reimbursement of unreimbursed business expenses incurred prior to the undersigned’s right date hereof pursuant to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Section 2(b) of the Separation Agreement.

Appears in 1 contract

Samples: Separation Agreement and Release (Ipc Acquisition Corp)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release : (the “Release”a) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, ; (ivb) to accrued the Employee’s employment or vested benefits the undersigned may have, if any, as other relationship with any of the date hereof Released Parties or the termination thereof; and (c) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any applicable plan, policy, practice, program, contract or agreement the Employment Agreement with the CompanyCompany dated [ ], (v) to any Claimsa signed copy of which is attached hereto as Exhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 1 contract

Samples: Employment Agreement (Funko, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo BiologicsCarLotz, Inc., a Delaware corporation (the “Company”), and its partnersthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, employees, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the 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 Age Discrimination In Employment 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 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 [__].1 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 amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this general release General Release of Claims (the “Release”) shall not operate to release any rights or claims of Claims which the undersigned may have to (ia) to payments or benefits under Section 4(a) 4 of that certain Employment Agreementthe undersigned’s employment agreement with the Company, effective dated as of [Ÿ]Month, between Aziyo Biologics, Inc. and the undersigned Date] 2022 (the “Employment Agreement”), (iib) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof hereof, under any applicable Company employee benefit plan, policy, practice, program, contract or agreement with the Company, (vc) rights to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation or of other similar governing document of the CompanyCompany or its subsidiaries, (vid) to payments or benefits under any Claims which canagreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be waived released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly withundersigned as a matter of law. US-LEGAL-11051179/5 174293-0005 THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, cooperate withWHICH PROVIDES 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, or provide information toWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, any federalBEING AWARE OF SAID CODE SECTION, state or local government regulatorHEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Loyalty Agreement (CarLotz, Inc.)

General Release. For valuable considerationIn exchange for the severance consideration set forth in that certain Employment Agreement (the “Employment Agreement”), dated as of April 28, 2015 between SeaSpine Holdings Corporation, SeaSpine Orthopedics Corporation (collectively, the “Company”) and Xxxxx Xxxxxxxxx (“Executive”), the receipt and adequacy of which are is hereby acknowledged, the undersigned Executive does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., the Company and each of its partnersparents, subsidiaries, associates, affiliates, successors, partners, associates, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Executive now has or may hereafter have against the Releasees, or any of them, by reason reasons of any matter, cause, or thing whatsoever from the beginning of time to the date hereofhereof which arise from or are related to Executive’s employment or service (or termination thereof) with the Company. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned Executive by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersignedExecutive; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the California Labor Code, the employment and [__].1 civil rights laws of California and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or claims of the undersigned Claims which Executive may have (i) to payments or benefits under Section 4(a) of that certain the Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or any vested and unpaid benefits under any equity award agreement between the undersigned employee benefit plan, including but not limited to any vested and the Companyundistributed deferred compensation, (iii) with respect to Section 2(b)(iv) of the Employment Agreementvested equity compensation awards that remain unpaid or unsettled or to rights Executive has as a Company stockholder, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with director and officer insurance policy maintained by the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylawsCompany’s charter, certificate of incorporation by-laws or other similar governing document of the Companydocuments, (vi) to indemnification from the Company including without limitation [under that certain Indemnification Agreement dated as of between the Company and Executive]1, (vii) to any Claims which claim or right under COBRA or under the Fair Labor Standards Act, (viii) to any claim or right for unemployment insurance or workers’ compensation benefits, (ix) to any claim or right that arises after Executive signs this Agreement, and (x) any claim that cannot be waived by an employee as a matter of law, including, without limitation, whistleblower claims under applicable law or the Corporate and Criminal Fraud Accountability Act of 2002 (vii) with respect to Xxxxxxxx-Xxxxx), and the undersigned’s right to communicate directly withSecurities and Exchange Commission Whistleblower Program (the “Unreleased Claims”). THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, cooperate withWHICH PROVIDES 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, or provide information toWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 1 Include as applicable. THE UNDERSIGNED, any federalBEING AWARE OF SAID CODE SECTION, state or local government regulatorHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (SeaSpine Holdings Corp)

General Release. For valuable considerationAs of the Effective Date, except as to the receipt rights and adequacy obligations provided for under the terms of which are hereby acknowledgedthis Agreement, the undersigned does hereby release Named Plaintiff and forever discharge the “Releasees” hereundereach Class Member, consisting on behalf of Aziyo Biologics, Inc., himself or herself and its partners, subsidiaries, associates, affiliates, successors, on behalf of his or her respective heirs, assigns, agentsbeneficiaries, and successors (the “Releasing Parties”), shall automatically be deemed to have fully and irrevocably released and forever discharged Defendant, and all of its past, present and future predecessors, successors, parents, subsidiaries, divisions, employees, Affiliates, assigns, officers, directors, officers, employeesshareholders, representatives, lawyersattorneys, insurersinsurers and agents, and all persons acting byincluding, throughbut not limited to, under or in concert with themMainsource Bank, or any of them(collectively, of and the “Defendant Releasees”) from any and all manner of action or actionslosses, cause or causes of actionfees, in law or in equitycharges, suitscomplaints, claims, debts, liens, contracts, agreements, promises, liability, claimsliabilities, demands, damages, lossesobligations, costs, attorneys’ fees or expenses, actions, and causes of any nature whatsoeveraction of every nature, character, and description, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned now has legal, statutory, or may hereafter have against the Releaseesequitable, based on contract, tort, or any of themother theory, by reason of any matterthat result from, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising arise out of, based uponand/or relate to the conduct, omissions, duties, or related to facts during the employment Class Period that were or termination of employment of could have been alleged in the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Complaint (the “ReleaseReleased Claims”) shall not operate relating to release the assessment of APSN Fees. Each Class Member is barred and permanently enjoined from bringing on behalf of themselves, or through any rights person purporting to act on their behalf or claims purporting to assert a claim under or through them, any of the undersigned (i) Released Claims against the Defendant Releasees in any forum, action, or proceeding of any kind. In addition to payments any other defenses the Defendant Releasees may have at law, in equity, or benefits under Section 4(a) otherwise, to the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. The Releasing Parties may hereafter discover facts other than or different from those that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) he/she knows or believes to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) be true with respect to Section 2(b)(iv) the subject matter of the Employment Agreementclaims released herein, (iv) or the law applicable to accrued or vested benefits the undersigned such claims may havechange. Nonetheless, if anyeach of those individuals expressly agrees that, as of the date hereof under Effective Date, he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and released known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, contingent or non-contingent claims with respect to all of the matters described in or subsumed by herein. Further, each of those individuals agrees and acknowledges that he/she shall be bound by this Agreement, included by the release herein and that all of their claims in the Action shall be dismissed with prejudice and released, whether or not such claims are concealed; without regard to subsequent discovery of different or additional facts and subsequent changes in the law; and even if he/she never receives actual notice of the Settlement and/or never receives a distribution of funds or credits form the Settlement. Except for the forgiveness of Uncollected Amounts provided for in Section 3, nothing in this Agreement shall operate or be construed to release any applicable planclaims or rights that Defendant has to recover any past, policypresent or future amounts that may be owed by Named Plaintiff or by any Class Member on his/her accounts, practice, program, contract loans or agreement other debts with the CompanyDefendant Releasees, (v) pursuant to the terms and conditions of such accounts, loans, or any Claimsother debts. Likewise, including claims for indemnification and/or advancement of expenses arising under nothing in this Agreement shall operate or be construed to release any indemnification agreement between the undersigned and the Company defenses, rights, or under the bylaws, certificate of incorporation set-off that Named Plaintiff or any Class Member has other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) than with respect to the undersigned’s right Released Claims, in the event the Defendant Releasees seek to communicate directly withrecover any past, cooperate withpresent, or provide information tofuture amounts that may be owed by Named Plaintiff or by any Class Member on his/her accounts, loans, or other debts with Defendant Releasees, pursuant to the terms and conditions of such accounts, loans, or any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:other debts.

Appears in 1 contract

Samples: Settlement Agreement and Release

General Release. For valuable considerationIn consideration of the promises contained herein and intending to be legally bound, the receipt and adequacy of which are hereby acknowledgedXxxxxxx, the undersigned does hereby release and forever discharge the “Releasees” hereunderfor Piccina, consisting of Aziyo BiologicsXxxxxxx’s heirs, Inc.executors, and its partners, subsidiaries, associates, affiliatesadministrators, successors, heirs​ assigns, assignsand legal and personal representatives, hereby unconditionally and irrevocably remises, releases, and forever discharges Adaptimmune and each and every one of its subsidiaries and related or affiliated entities (together, the “Entities”) and each of the Entities’ current and former directors, members, officers, shareholders, employees, agents, directorsand attorneys (collectively, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, the “Released Parties”) of and from any and all manner of action or actionsclaims, cause or causes of action, in law or in equityliabilities, suitsobligations, controversies, damages, lawsuits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, charges and/or expenses (including attorneys’ fees or expenses, and costs) of any nature whatsoever, asserted or unasserted, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned that Piccina ever had, now has or hereafter may hereafter have against the Releasees, Adaptimmune or any of them, by reason of the other Released Parties that arose at any matter, cause, or thing whatsoever from the beginning of time regarding any matter up to and including the date hereofof this Agreement. The Claims released herein include, without Without in any way limiting the generality of the foregoing, any Claims in any way arising out ofPiccina specifically acknowledges and agrees that the claims released herein include, based upon, or related to the employment or termination of employment of the undersigned fullest extent permitted by the Releaseeslaw, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of (a) all claims arising under any federal, state or local statute statute, ordinance, or ordinance includingregulation, without limitationincluding but not limited to the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Americans With Disabilities Older Workers Benefit Protection Act, the Worker Adjustment and [__].1 Retraining Notification Act (WARN), in each case as amended, (b) all claims arising under any common law principle, including claims for breach of any implied or express contract or quasi-contract, wrongful discharge, constructive discharge, defamation, unjust enrichment, or negligent or intentional infliction of emotional distress, (c) all claims arising out of or relating to Piccina’s employment with Adaptimmune or any of the other Released Parties or the termination of that employment, including any claims under Xxxxxxx’s employment, and (d) all claims for any attorneys’ fees and costs. Notwithstanding the foregoing, Xxxxxxx does not release the Released Parties from any claims that Piccina may have (w) under this general Agreement, (x) for unemployment insurance benefits, (y) arising out of facts occurring after the date of Piccina’s execution of this Agreement, or (z) that as a matter of federal and/or state law may not be waived, and this release (the “Release”) shall is subject to Section 13 below. Further, Piccina is not operate waiving any claim to release any rights benefits under retirement benefits or claims of the undersigned (i) savings and investment plans Adaptimmune may have, subject to payments their terms, or to file a claim for benefits under Section 4(a502(a)(1)(B) of that certain Employment AgreementERISA, effective as to the extent applicable, although Piccina does waive any rights to claim penalties, any claim under Section 510 or 511 of [Ÿ]ERISA, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits relief for any alleged breach of fiduciary duties under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:ERISA-governed plans.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Adaptimmune Therapeutics PLC)

General Release. For valuable considerationThis General Release (“Release”) is executed and delivered by Xxxxxxx X. Xxxxxxx (“Employee”) to and for the benefit of URS Corporation, a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of URS Corporation (collectively, “Company”). In consideration of certain payments and benefits which Employee will receive following termination of employment pursuant to the terms of the Employment Agreement entered into as of October 1, 2013, between Employee and Company, and as amended from time to time (the “Agreement”), the receipt and adequacy sufficiency of which are Employee hereby acknowledgedacknowledges, the undersigned does Employee hereby release fully, finally, completely and forever discharge the “Releasees” hereundergenerally releases, consisting of Aziyo Biologicsabsolves and discharges Company, Inc.its predecessors, and its partnerssuccessors, subsidiaries, associatesparents, related companies and business concerns, affiliates, successorspartners, heirs, assigns, agentstrustees, directors, officers, agents, attorneys, servants, representatives and employees, representatives, lawyers, insurerspast and present, and all persons acting by, through, under or in concert with them, or any each of them, of and them (hereinafter collectively referred to as “Releasees”) from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitygrievances, suitsarbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, liens, contracts, agreements, promises, liability, profit sharing or bonus claims, demandsexpenses, damages, lossesjudgments, costsorders and/or liabilities of whatever kind or nature in law, attorneys’ fees equity or expensesotherwise, of any nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”)unknown to Employee, which the undersigned Employee now owns or holds or has at any time owned or may hereafter have held as against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereof. The Claims released herein includeEmployee executes this Release (“Claims”), including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising out of or in any way arising out of, based upon, connected to Employee’s employment with or related to the employment or termination separation of employment of the undersigned by the Releaseesfrom Company, or including any of them; any alleged Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, harassment, discrimination and retaliation in employment, any express and all acts or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation omissions in contravention of any federal, state or local statute laws or ordinance statutes (including, but not limited to, federal or state securities laws, any deceptive trade practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on local, state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act (the “ADEA”), the Americans with Disabilities Act, the Americans With Disabilities National Labor Relations Act, the California Fair Employment and Housing Act, and [__].1 any similar act in effect in any jurisdiction applicable to Employee or Company, all as amended. Employee represents that as of Employee’s execution of this Release, Employee has been paid all wages owed, has received all the leave and leave benefits and protections for which Employee is eligible, pursuant to the Family and Medical Leave Act or otherwise, and has not suffered any on-the-job injury for which Employee has not already filed a claim. Notwithstanding the foregoingabove, Employee is (a) not releasing any claim that cannot be waived under applicable state or federal law and (b) not releasing any rights that Employee has to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between Employee and the Company, or any directors’ and officers’ liability insurance policy of the Company. Further, nothing in this general release (Release shall prevent Employee from filing, cooperating with, or participating in any proceeding before the “Release”) Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, and any other administrative or government agency in any jurisdiction applicable to Employee or Company, except that Employee acknowledges and agrees that Employee shall not operate recover any monetary benefits in connection with any such claim, charge or proceeding with regard to release any rights Claims released herein. During the time Employee is entitled to any Change in Control Payment, Severance Payment or claims of Severance Benefits, as defined and provided in the undersigned Agreement, Employee agrees (i) to payments or benefits under Section 4(a) assist, as reasonably requested by Company, in the transition of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. Employee’s responsibilities and the undersigned (the “Employment Agreement”), (ii) not to, directly or indirectly, solicit or attempt to payments solicit any employee, independent contractor or benefits under consultant of Company to terminate or cease his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any equity award agreement between other person or entity. Employee agrees to cooperate with the undersigned Company in responding to the reasonable requests of the Company in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its current or former affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Employee’s cooperation necessary or desirable. In such matters, Employee agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Employee also agrees to promptly send the Company copies of all correspondence (iiifor example, but not limited to, subpoenas) received by Employee in connection with any such proceedings, unless Employee is expressly prohibited by law from so doing. The failure by Employee to cooperate fully with the Company in accordance with this provision will be a material breach of the terms of this Agreement, which will excuse all commitments of the Company to provide severance or other benefits to Employee under any agreement. The Company agrees to reimburse Employee for all reasonable out-of-pocket expenses Employee incurs in connection with the performance of Employee’s obligations under this section; provided, however, that such expenses shall not include attorneys fees, foregone wages or payment for services provided under this section. Without superseding any other agreements, including the Agreement, and obligations Employee has with respect to Section 2(b)(iv) of the Employment Agreementthereto, (ivi) Employee agrees not to accrued divulge or vested benefits use, at any time, any information that might be of a confidential or proprietary nature relative to Company, and (ii) Employee agrees to keep confidential all information contained in this Release (except to the undersigned may haveextent (A) Company consents in writing to disclosure, (B) Employee is required by process of law to make such disclosure and Employee promptly notifies Company of receipt by Employee of such process, or (C) such information previously shall have become publicly available other than by breach hereof on the part of Employee). Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release. It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, grievances and causes of action, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) well as those relating to any Claimsother claims, including demands, grievances and causes of action hereinabove specified, and elects to assume all risks for claims, demands, grievances and causes of action that now exist in Employee’s favor, known or unknown, that are released under this Release. Employee represents that Employee is not aware of any claims for indemnification and/or advancement of expenses arising under any indemnification agreement between other than the undersigned and the Company claims that are released by this instrument. Employee acknowledges Employee may hereafter discover facts different from, or under the bylawsin addition to, certificate of incorporation those Employee now knows or other similar governing document of the Company, (vi) believes to any Claims which cannot be waived by an employee under applicable law or (vii) true with respect to the undersigned’s right claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to communicate directly withall matters released herein, cooperate withnotwithstanding any such different or additional facts. Employee further acknowledges that Employee is familiar with the provisions of California Civil Code Section 1542, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSwhich states as follows:

Appears in 1 contract

Samples: Employment Agreement (Urs Corp /New/)

General Release. For In exchange for the consideration set forth in that certain Separation Agreement, dated as of September 6, 2007, between Integra LifeSciences Holdings Corporation (the “Company”) and the undersigned (the “Separation Agreement”), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., the Company and each of its partnersparents, subsidiaries, associates, affiliates, successors, partners, associates, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the New Jersey Law Against Discrimination, the New Jersey Equal Pay Act and [__].1 the New Jersey Conscientious Employee Protection Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or claims of Claims which the undersigned (i) may have to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) 1.3 of the Employment Separation Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Integra Lifesciences Holdings Corp)

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General Release. For valuable considerationEmployee, the receipt on behalf of Employee and adequacy of which are hereby acknowledgedEmployee’s heirs, the undersigned successors, and assigns, does hereby unconditionally, knowingly, and voluntarily release and forever discharge the “Releasees” hereunderCompany, consisting of Aziyo Biologics, Inc., and its partnersparent, subsidiaries, associates, affiliates, successorsand each of their present and former managers, heirsexecutives, assignsdirectors, owners, shareholders, investors, employees, agents, directors, officers, employees, representatives, lawyersattorneys, insurers, and all persons acting byoperators including in their individual capacity, throughand each of their successors and assigns (hereinafter collectively the “Released Parties”), under or in concert with them, or any of them, of and from any and all manner of action known or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, unknown claims, demands, damages, losses, costs, attorneys’ fees actions or expenses, causes of any nature whatsoever, known action arising on or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to before the date hereof. The Claims released herein includeof Employee’s execution of this Agreement, without limiting the generality of the foregoing, including but not limited to any Claims and all claims whatsoever: (1) pertaining in any way arising out of, based upon, to Employee’s employment at the Company or related to with any of the employment Released Parties or the termination of employment Employee’s employment, including, but not limited to any claims under the Americans with Disabilities Act; the Family and Medical Leave Act; Title VII of the undersigned by Civil Rights Act; 42 U.S.C. Section 1981, the ReleaseesFlorida Civil Rights Act, or any of themChapter 760; any alleged breach of any express or implied contract of employmentthe Older Workers Benefit Protection Act, the Age Discrimination in Employment Act, and the Employment Retirement Income Security Act; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of (2) available under any federal, state or local statute laws, statutes, ordinances, regulations, or ordinance constitutions, including, without limitationbut not limited to, Title VII those which pertain to employment, discrimination, or pay; (3) based on any tort law or theory, including, but not limited to, claims of negligent supervision, training, or retention, defamation, alleged fraud and/or inducement including, but not limited to, alleged inducement to enter into this Agreement; (4) for physical, mental, emotional, and/or pecuniary injuries, losses or damages of any kind including, but not limited to, earnings, punitive, liquidated and compensatory damages, attorneys’ fees, costs, and employee or other benefits; (5) arising under any of the Civil Rights Released Parties’ express or implied contract; (6) for wages, bonuses, benefits, fringe benefits, vacation pay, or other compensation; and (7) for reinstatement or future employment with Company or any injunctive relief. Employee acknowledges that Company has provided Employee with all leave time requested and/or required, including under the Family and Medical Leave Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementFMLA”), (ii) has explained the FMLA in policies and any leave documentation provided to payments Employee, and has taken no adverse action whatsoever based on Employee taking or benefits requesting leave, including under the FMLA. Employee intends that this Agreement operate as a waiver of all unknown claims arising on or before the date of Employee’s execution of this Agreement. Employee warrants that Employee is currently unaware of any equity award agreement between the undersigned and the claim, demand, action, or cause of action against Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withReleased Parties, or provide information to, any federal, state other person or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:entity released herein which have not been released by Employee in this General Release.

Appears in 1 contract

Samples: Agreement and General Release (BankUnited, Inc.)

General Release. For valuable considerationa. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, agents, representatives, attorneys, assigns, executors and/or anyone acting on Employee’s behalf, and in consideration of the promises, assurances, and covenants set forth in the Eighth Amended and Restated Executive Change in Control and Severance Plan, as in effect as of the Separation Date (the “Plan”), under which Employee is an Eligible Individual (as defined in the Plan), but to which Employee is not automatically entitled, including, but not limited to, the receipt and adequacy payment of which are any severance thereunder (as modified by Appendix A to this Agreement), hereby acknowledged, fully releases the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its partnerssuccessors or affiliates, its parents, subsidiaries, associatesofficers, affiliatesshareholders, partners, members, individual employees, agents, representatives, directors, employees, attorneys, successors, heirsand anyone acting on its behalf, assignsknown or unknown (collectively, agentsthe “Released Parties”), directors, officers, employees, representatives, lawyers, insurers, from all claims and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner causes of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, by reason of any nature whatsoeverinjuries and/or damages or losses, known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, patent or latent which the undersigned now Employee has sustained or which may hereafter have against the Releasees, or any of them, by reason be sustained as a result of any matter, cause, facts and circumstances arising out of or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way related to Employee’s employment by the Company or the termination of that employment, and to any other disputes, claims, disagreements, or controversies between Employee and the Company up to and including the date this Agreement is signed by Employee. Employee’s release includes, but is not limited to, any contract benefits, claims for quantum meruit, claims for wages, bonuses, employment benefits, moving expenses, stock options, profits units, or damages of any kind whatsoever, arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any contracts, express or implied contract implied, any covenant of employment; good faith and fair dealing, express or implied, any alleged theory of unlawful discharge, torts or other alleged and related damages (including, but not limited to, emotional distress, loss of consortium, and defamation) any legal restrictions restriction on Releasees’ the Company’s right to terminate the Employee’s employment of the undersigned; and any alleged violation of and/or services, or any federal, state or local other governmental statute or ordinance ordinance, including, without limitation, Title VII of the Civil Rights Act of 19641964 (as amended), the Age Discrimination In federal Americans with Disabilities Act of 1990, any state laws concerning discrimination or harassment including the Fair Employment and Housing Act, the Americans With Disabilities Actor any other legal limitation on contractual or employment relationships, and [__].1 Notwithstanding any and all claims for any loss, cost, damage, or expense with respect to Employee’s liability for taxes, penalties, interest or additions to tax on or with respect to any amount received from the Company or otherwise includible in Employee’s gross income, including, but not limited to, any liability for taxes, penalties, interest or additions to tax arising from the failure of this Agreement, or any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Employee and the Company are or were parties, to comply with, or to be operated in compliance with the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, Section 409A thereof, or any provision of state or local income tax law; provided, however, that notwithstanding the foregoing, the release set forth in this general release (the “Release”) Section shall not operate to release extend to: (a) any vested rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Companypension, retirement, profit sharing or similar plan; (iiib) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may haveEmployee’s rights, if any, as to indemnification or defense under the Company’s certificate of the date hereof incorporation, bylaws and/or policy or procedure, any indemnification agreement with Employee or under any applicable planinsurance contract, policy, practice, program, contract in connection with Employee’s acts or agreement omissions within the course and scope of Employee’s employment with the Company, ; or (vc) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which that cannot be waived as a matter of law. This Agreement and its Appendix A set forth the benefits, payments and obligations to which Employee is entitled under the Plan (as modified by an employee Appendix A to this Agreement) if, and only if, the conditions of Sections 5(e) and 8 of the Plan have been fulfilled. Employee acknowledges and agrees that Employee is not entitled to any other termination or severance benefits whether under applicable law the Plan or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:otherwise.

Appears in 1 contract

Samples: Severance and Release Agreement (Civitas Resources, Inc.)

General Release. For valuable considerationIn consideration of the payments and benefits (the "Severance Payments") to be received by Xxxxx Xxxxx (the "Employee") pursuant to the Employment Agreement to which he and Telewest Global, Inc. are parties, dated as of July 19, 2004 (the "Employment Agreement"), the receipt and adequacy sufficiency of which are hereby acknowledgedthe Employee acknowledges, the undersigned Employee, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge Telewest Global, Inc. (the “Releasees” hereunder"Company") and each of its subsidiaries and affiliates (the "Company Affiliated Group"), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partnersshareholders, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefit plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe "Company Released Parties"), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys' fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Employee, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any of themtime heretofore had, by reason of owned or held, against any matterCompany Released Party in any capacity, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeincluding, without limiting the generality of the foregoinglimitation, any Claims and all claims (i) arising out of or in any way arising out of, based uponconnected with the Employee's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or related to the employment or termination of employment of the undersigned by the Releaseessuch service in any such capacity, (ii) for severance or any of them; any alleged vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract contract, wrongful discharge, impairment of employment; any alleged torts economic opportunity, defamation, intentional infliction of emotional harm or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and tort, (iv) for any alleged violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute statute, provision, order or ordinance regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 19641964 ("Title VII"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination In in Employment Act, the Americans With Disabilities Act, Act ("ADEA") and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights similar or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, analogous state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990statute, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Employment Agreement (Telewest Global Inc)

General Release. For valuable consideration(a) In return for the payments and benefits payable to Executive under Section 5 of the Severance Agreement (the “Severance Payments”), the receipt Executive, for Executive personally and adequacy of which are hereby acknowledgedfor Executive’s representatives, the undersigned does hereby release heirs, executors, administrators, successors and assigns, fully, finally and forever discharge releases and discharges the “Releasees” hereunderCompany, consisting of Aziyo Biologics, Inc.its affiliates and subsidiaries, and its partners, subsidiaries, associates, each of their respective affiliates, successors, heirsassigns, assignsofficers, owners, directors, agents, directors, officers, employees, representatives, lawyersattorneys, insurers, insurers and all persons acting by, through, under or in concert with them, or any of thememployees (each a “Released Party” and collectively the “Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Executive, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any of themtime heretofore had, by reason of any matterowned or held, cause, arising on or thing whatsoever from the beginning of time prior to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, against any Claims in any way arising Released Party that arises out of, based uponor relates to, Executive’s employment with the Company or related to any of its subsidiaries or affiliates (the employment or termination of employment of the undersigned by the Releasees“Company Group”), or any termination of them; any alleged such employment, including claims (i) for severance or vacation or paid time off benefits, unpaid wages, salary or incentive payments, (ii) for breach of any express or implied contract contract, wrongful discharge, impairment of employment; any alleged torts economic opportunity, defamation, intentional infliction of emotional harm or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and tort, (iii) for any alleged violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute statute, provision, order or ordinance regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination In in Employment Act (the “ADEA”), the Equal Pay Act, the Americans With Disabilities Act, Uniformed Services Employment and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release Reemployment Rights Act and any rights similar or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, analogous state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:statute.

Appears in 1 contract

Samples: Control Severance Agreement (CBTX, Inc.)

General Release. For valuable considerationExecutive, the receipt for himself, his successors, assigns, executors, administrators, insureds, attorneys, and adequacy of which are hereby acknowledgedall those entitled to assert his rights, the undersigned does hereby release now and forever discharge hereby releases and discharges the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its respective past and present officers, directors, shareholders, stockholders, trustees, partners, joint ventures, board members, employees, agents, parent corporations, divisions, wholly or partially owned subsidiaries, associatesaffiliates, affiliatesestates, predecessors, successors, heirs, executors, administrators, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, benefit plans, and all persons acting byattorneys (the “Released Parties”), through, under or in concert with them, or any of them, of and from any and all manner of action or legal, administrative, and/or equitable claims, actions, cause or causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorneys’ fees and costs, or liabilities of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees which Executive ever had or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the ReleaseesReleased Parties, including any claims arising by reason of or in any way connected with any employment relationship which existed between the Company or any of themits parents, by reason of any mattersubsidiaries, causeaffiliates, or thing whatsoever predecessors, and Executive. It is understood and agreed that this General Release is intended to cover all actions, causes of action, claims or demands for any damage, loss or injury, which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that Executive has, had or purports to have, from the beginning of time to the date hereof. The Claims released herein includeof this Agreement, without limiting the generality of the foregoingwhether known or unknown, any Claims in any way arising out ofthat now exists, based upon, or no matter how remotely they may be related to the aforesaid employment or termination of relationship including but not limited to claims for employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any discrimination under federal, state or local statute or ordinance including, without limitation, Title VII statutes. Without limiting the broadness of the Civil Rights Act of 1964foregoing language, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate Executive agrees to release the Released Parties from any rights or and all claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSunder:

Appears in 1 contract

Samples: Separation Agreement and General Release (Scansource, Inc.)

General Release. For valuable considerationExcepting only obligations to be performed by the Company Parties under the Agreement, the receipt Option Agreements and adequacy the Retirement Plans, and to the maximum extent permitted by applicable law, Rutlxxxx, xx behalf of which are hereby acknowledgedhimself and his heirs, the undersigned administrators, executors and assigns, and each of them, shall and does hereby forever relieve, release and forever discharge each of the “Releasees” hereunderCompany Entities and the past and present parent, consisting subsidiary and affiliated corporations, partnerships, joint ventures, limited liability companies or other entities of Aziyo Biologicsany of the Company Entities, Inc.as well as their respective owners, and its shareholders, partners, subsidiariesjoint venturers, associatesofficers, affiliatesdirectors, managers, members, agents, employees, attorneys and representatives, past or present, as well as the heirs, administrators, executors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, predecessors and all persons acting by, through, under or in concert with them, or assigns of any of themthe foregoing (all of the foregoing, of and collectively, the "Company Entity Releasees"), from any and all manner of action or actions, cause or causes of action, in law or in equityactions, suitsjudgments, liens, acts, promises, agreements, debts, liensindebtedness, contracts, agreements, promises, liability, claims, demandsobligations, damages, losses, costsclaims, liabilities, demands, costs and expenses (including without limitation attorneys’ fees ' fees) of whatsoever kind or expenses, of any nature whatsoevercharacter, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned now has whether or may hereafter have against the Releasees, not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity or any of themarbitrator, by reason of whether statutory or administrative or common law, heretofore or hereafter arising out of, connected with or incidental to any matter, cause, or thing whatsoever from dealings between the beginning of time parties prior to the date hereof. The Claims released herein includeof this Agreement or any other fact or matter existing prior to the date of execution of this Attachment (all of the foregoing, "Claims"), including without limiting limitation on the generality of the foregoing, any Claims in any way arising out ofand all claims, based upondemands or causes of action attributable to, connected with, or related incidental to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate (i) the employment of Rutlxxxx xx any of the undersigned; and any alleged violation Company Parties or Rutlxxxx'x xxxtus as an officer or director of any of the Company Parties, (ii) the separation of that employment and termination of that status, (iii) any of the Rutlxxxx Xxxeements, or (iv) any dealings between the parties concerning any of the foregoing matters. This release is intended to apply to (1) any claims arising from federal, state or local statute laws including those which prohibit discrimination on the basis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, perceived handicap, ancestry, sexual orientation, family or ordinance includingpersonal leave or any other form of discrimination, (2) any common law claims of any kind whatever (including without limitationlimitation any contract, Title VII tort, and property rights claims such as breach of contract, breach of the Civil Rights Act implied covenant of 1964good faith and fair dealing, the Age Discrimination In Employment Acttortious interference with contract or current or prospective economic advantage, the Americans With Disabilities Actfraud, deceit, breach of privacy, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium, breach of fiduciary duty, violation of public policy and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims other common law claim of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”any kind whatever), (ii3) to payments any claims for severance pay, sick leave, family leave, vacation, life insurance, bonuses, incentive compensation, health insurance, disability or benefits under medical insurance or any equity award agreement between the undersigned and the Companyother fringe benefit or compensation, (iii4) with respect to Section 2(b)(iv) of any claims under laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the Employment Agreementworkplace, (iv5) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including all rights and claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned Employee Retirement Income Security Act of 1974 ("ERISA"), or pertaining to ERISA regulated benefits, and the Company or (6) as set forth in Paragraph 1.b below, all rights and claims arising under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:federal Age Discrimination in Employment Act.

Appears in 1 contract

Samples: Separation Agreement (Allegheny Teledyne Inc)

General Release. For valuable considerationIn consideration of the Severance Benefit, the receipt and adequacy of which are hereby acknowledged, the undersigned does I hereby release and forever discharge the “Releasees” hereunderReleased Parties (as defined below) from any and all claims, consisting actions, causes of Aziyo Biologicsaction, Inc.suits, costs controversies, judgments, decrees, verdicts, damages, liabilities, attorney's fees, covenants, contracts and agreements (collectively, including claims, actions and causes of action set forth in Section 2 below, "CLAIMS") that I may have against the Released Parties based on or arising out of (i) my employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, including, without limitation, any Claims arising under any applicable federal, state or local law, or any law of any foreign jurisdiction, whether such Claim arises under statute, common law or in equity, and whether or not I am presently aware of such claim. I further agree that the payments and benefits described in the Agreement are in full satisfaction of any and all Claims for payments or benefits that I may have against the Company arising out of my employment relationship, my service as an employee, officer or director of the Company and termination thereof, I also do forever release, discharge and waive any rights that I may have to recover in any proceedings brought by any federal, state or local agency against the Released Parties to enforce any laws; PROVIDED, HOWEVER, that notwithstanding anything to the contrary in this Release, the rights and obligations established by the Indemnity Agreement dated July 15, 2002 shall be enforceable and binding on the Released Parties. For purposes of this release, the "RELEASED PARTIES" means, individually and collectively, the Company, its present, former and future shareholders, partners, limited partners, affiliates, parents, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsagents, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; successors and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:assigns.

Appears in 1 contract

Samples: Employment Agreement (Mpower Holding Corp)

General Release. For valuable considerationa. Executive, for himself, his marital community and children, and his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, and anyone claiming through them (collectively, the receipt “Executive Releasors”), forever releases and adequacy of which are hereby acknowledged, discharges the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and any of its partnersdivisions, affiliates, subsidiaries, associatesparents, affiliatespredecessors, successorssuccessors and assigns, heirsand, assignswith respect to such entities, their officers, directors, managers, members, employees, agents, directorsstockholders, officersadministrators, employeesgeneral or limited partners, representatives, lawyersattorneys, insurersinsurers and fiduciaries, past, present and all persons acting byfuture (collectively, throughthe “Company Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expenses, and costs actually incurred) of any nature whatsoever, in law or equity, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which that the undersigned Executive Releasors ever had, now has have or hereafter can, shall or may hereafter have against the Releaseeshave, for, upon, or any of them, by reason of any matter, causecause or thing whatsoever, up to and including the date the parties execute this Agreement, whether known or unknown to Executive, and whether vicarious, derivative, or thing whatsoever from direct (the beginning “General Release”). For the avoidance of time to the date hereof. The Claims doubt, such released herein claims include, without limiting the generality of the foregoinglimitation, any Claims in any way and all claims arising out of, based upon, or related to of Executive’s employment by the employment or Company and the termination of employment of the undersigned by the Releaseessuch employment, including any claims for unpaid wages, commissions, bonuses, incentive pay, vacation pay, legal fees, severance or other compensation, or any of them; any claims arising under or for alleged violation or breach of any contract, express or implied contract implied, including, without limitation, the Employment Agreement, any benefit or stock or equity plan, or any covenant of employment; good faith and fair dealing, express or implied, or any alleged torts tort, whether intentional or other alleged unintentional, including, without limitation, defamation, intentional infliction of emotional distress, fraud and breach of duty, or any legal restrictions restriction on Releasees’ the Company’s right to terminate the employment of the undersigned; employees, and any alleged violation of any federal, state or local statute other governmental statute, regulation, or ordinance ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Age Discrimination In in Employment Act, 29 U.S.C. 621 et seq. (“ADEA”), the Older Workers Benefit Protection Act, the Fair Labor Standards Act, 29 U.S.C. Section 201 et seq.(“OWBPA”), the Americans With with Disabilities Act, 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et seq., the Rehabilitation Act of 1973, 29 U.S.C. Section 701 et seq., the Family and [__].1 Medical Leave Act of 1992, 29 U.S.C. Section 2601 et seq., the Colorado Anti-Discrimination Act, the Colorado Minimum Wage Order, the Colorado Labor Relations Act, the Colorado Labor Peace Act, the Nevada Fair Employment Practices Act, the Nevada Equal Pay Act, the Nevada Wage and Hour Laws, the Nevada Minimum Wage Law and the Colorado and Nevada constitutions, each as amended. Notwithstanding anything else herein to the foregoingcontrary, this general release (the “Release”) Section 4 shall not operate to release any rights or claims of the undersigned affect and does not release: (i) to payments any claims indemnification or benefits for coverage under Section 4(a) of that certain Employment Agreementoffice and director liability policies, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), if applicable; (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which that cannot be waived by applicable law; and (iii) any right by Executive to file an employee under applicable law or administrative charge with the Equal Employment Opportunity Commission (vii) with respect “EEOC”), subject to the undersigned’s right restriction that if any such charge is filed, Executive agrees not to communicate directly withviolate the confidentiality provisions of the Agreement and further agrees and covenants that should Executive or any other person, cooperate withorganization, or provide information other entity file, charge, claim, xxx or cause to permit to be field any charge with the EEOC, or any civil action, suit or legal proceeding, against any Company Releasee involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including, but not limited to, any federala monetary award, state recovery, relief or local government regulatorsettlement) in such charge, civil action, suit or proceeding. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Executive agrees that this Section 4 supersedes and amends the definition of the term “Release” under Paragraph 17 of the Employment Agreement.

Appears in 1 contract

Samples: Separation Agreement and General Release (MusclePharm Corp)

General Release. For valuable considerationYou, on behalf of yourself and your heirs, executors, administrators and assigns, in consideration of the receipt payments and adequacy benefits to be made under the Letter Agreement (the “Letter Agreement”) dated as of which are August 13, 2014 between you and the St. Xxx Company (the “Company”), hereby acknowledgedrelease, the undersigned does hereby release remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the Releasees” hereunderCompany Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent unsuspected which you, individually or as a member of a class, now have, own or hold, or have at any time heretofore had, owned or held, against any of the Company Released Parties in any capacity, including, without limitation, any and all claims (hereinafter called i) arising out of or in any way connected with your service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or 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 unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (ClaimsERISA”), which any and all claims arising under the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits the Florida Law Against Discrimination and any and all claims under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) whistleblower laws or whistleblower provisions of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSlaws excepting only:

Appears in 1 contract

Samples: Employment Agreement (St Joe Co)

General Release. For valuable considerationa. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, agents, representatives, attorneys, assigns, executors and/or anyone acting on Employee’s behalf, and in consideration of the promises, assurances, and covenants set forth in this Agreement, including, but not limited to, the receipt and adequacy provision of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” Retirement Benefits provided hereunder, consisting of Aziyo Biologics, Inc., hereby fully releases the Company and its partnerssuccessors or affiliates, its parents, subsidiaries, associatesofficers, affiliatesshareholders, partners, members, individual employees, agents, representatives, directors, employees, attorneys, successors, heirsand anyone acting on its behalf, assignsknown or unknown (collectively, agentsthe “Released Parties”), directors, officers, employees, representatives, lawyers, insurers, from all claims and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner causes of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, by reason of any nature whatsoeverinjuries and/or damages or losses, known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, patent or latent which the undersigned now Employee has sustained or which may hereafter have against the Releasees, or any of them, by reason be sustained as a result of any matter, cause, facts and circumstances arising out of or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way related to Employee’s employment by the Company or the termination of that employment, and to any other disputes, claims, disagreements, or controversies between Employee and the Company up to and including the date this Agreement is signed by Employee. Employee’s release includes, but is not limited to, any contract benefits, claims for quantum meruit, claims for wages, bonuses, employment benefits, moving expenses, stock options, profits units, or damages of any kind whatsoever, arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any contracts, express or implied contract implied, any covenant of employment; good faith and fair dealing, express or implied, any alleged theory of unlawful discharge, torts or other alleged and related damages (including, but not limited to, emotional distress, loss of consortium, and defamation) any legal restrictions restriction on Releasees’ the Company’s right to terminate the Employee’s employment of the undersigned; and any alleged violation of and/or services, or any federal, state or local other governmental statute or ordinance ordinance, including, without limitation, Title VII of the Civil Rights Act of 19641964 (as amended), the federal Age Discrimination In in Employment Act of 1967 (29 U.S.C. § 21, et seq.) (as amended) (“ADEA”), the federal Americans with Disabilities Act of 1990, any state laws concerning discrimination or harassment including the Fair Employment and Housing Act, the Americans With Disabilities Actor any other legal limitation on contractual or employment relationships, and [__].1 Notwithstanding any and all claims for any loss, cost, damage, or expense with respect to Employee’s liability for taxes, penalties, interest or additions to tax on or with respect to any amount received from the Company or otherwise includible in Employee’s gross income through the Separation Date, including, but not limited to, any liability for taxes, penalties, interest or additions to tax arising from the failure of any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Employee and the Company are or were parties, to comply with, or to be operated in compliance with the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, Section 409A thereof, or any provision of state or local income tax law; provided, however, that notwithstanding the foregoing, the release set forth in this general release (the “Release”) Section shall not operate to release extend to: (a) any vested or portability rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between pension, retirement, profit sharing or similar plan or employee welfare benefit plan under the undersigned and the CompanyEmployee Retirement Income Security Act of 1974, as amended; (iiib) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may haveEmployee’s rights, if any, as to indemnification or defense under the Company’s certificate of the date hereof incorporation, bylaws and/or policy or procedure, this Agreement or any indemnification agreement with Employee or under any applicable planinsurance contract, policy, practice, program, contract in connection with Employee’s acts or agreement omissions within the course and scope of Employee’s employment with the Company, ; (vc) to any Claims, including claims that are unwaivable as a matter of law; or (d) claims for indemnification and/or advancement breach of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Samples: Transition and Retirement Agreement (Civitas Resources, Inc.)

General Release. For valuable considerationAs a material inducement to the Company and the Parent to enter into this Agreement and in consideration of the payments and benefits to be made by the Company and the Parent to the Executive in accordance with Paragraphs 2 and 3 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy assigns, and with full understanding of which are hereby acknowledgedthe contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, releases and discharges the Company, the undersigned does hereby release Parent, and forever discharge their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the “Releasees” hereunderCompany or the Parent (including any fiduciaries thereof), consisting and all related entities of Aziyo Biologics, Inc.any kind or nature, and its partners, subsidiaries, associates, affiliatesand their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, employees, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has (through the date that the Executive signs this Agreement), whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent unsuspected, and whether arising in tort, contract, statute, or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy; provided, however, and subject to Paragraph 10 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of the Equal Employment Opportunity Commission (hereinafter called ClaimsEEOC”), which the undersigned now has or may hereafter have against the ReleaseesSecurities Exchange Commission, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereofanother governmental agency. The Claims released herein include, without Without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to it being the employment or termination of employment intention of the undersigned by parties to make this release as broad and as general as the Releaseeslaw permits, or this release specifically includes, but is not limited to, and is intended to explicitly release: any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate claims under the employment of the undersignedEmployment Agreement; and any and all subject matter and claims arising from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of any federal1967, state or local statute or ordinance including, without limitation, as amended by the Older Workers Benefit Protection Act of 1990) (the “ADEA”); the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Immigration Reform Control Act; the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination In in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans With with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and [__].1 Notwithstanding fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving his employment with the foregoingCompany, this general his services to the Parent, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company, his services to the Parent, or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release (and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the “Release”) existence of any such statute in any jurisdiction including, but not limited to, the State of Kansas. The foregoing notwithstanding, the Company and the Parent hereby acknowledge and agree that the foregoing release shall not operate apply with respect to release any rights or claims of the undersigned (i) to payments enforce the terms of this Agreement and to receive payment of amounts or benefits hereunder, including, without limitation, the Separation Payment and COBRA Payment, (ii) the Executive’s right to benefits due to terminated employees under any employee benefit plan of the Company, the Parent or any of their affiliates in which the Executive participated (excluding any severance or similar plan or policy), in accordance with the terms thereof (including rights to elect continuation coverage pursuant to Part 6 of Title I of ERISA and Section 4(a) 4980B of that certain Employment Agreementthe Internal Revenue Code of 1986, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned amended (the Employment AgreementCOBRA”), (iiiii) the Executive’s right to payments or benefits indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and to continued coverage under the Company’s and any equity award agreement between Directors and Officers liability insurance policies covering directors and officers of the undersigned Parent and the Company, (iii) with respect as in effect from time to Section 2(b)(iv) of the Employment Agreement, time; and (iv) to accrued or vested benefits the undersigned release any claims that may havenot lawfully be waived, if any, as of including but not limited to any ADEA claims that may arise after the date hereof under any applicable plan, policy, practice, program, contract or agreement with that the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Executive signs this Agreement.

Appears in 1 contract

Samples: Separation Agreement and General Release (Spirit AeroSystems Holdings, Inc.)

General Release. For valuable considerationAs a material inducement to the Company and the Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy assigns, and with full understanding of which are hereby acknowledgedthe contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, releases and discharges the Company, the undersigned does hereby release Parent, and forever discharge their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the “Releasees” hereunderCompany or the Parent (including any fiduciaries thereof), consisting and all related entities of Aziyo Biologics, Inc.any kind or nature, and its partners, subsidiaries, associates, affiliatesand their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, employees, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has (through the Resignation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or may hereafter have against the Releaseesand whether arising in tort, contract, statute, or equity, before any of themfederal, by reason of any matterstate, causelocal, or thing whatsoever from private court, agency, arbitrator, mediator, or other entity, regardless of the beginning relief or remedy; provided, however, and subject to Paragraph 4 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of time to the date hereofEEOC or another governmental agency. The Claims released herein include, without Without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to it being the employment or termination of employment intention of the undersigned by parties to make this release as broad and as general as the Releaseeslaw permits, or this release specifically includes, but is not limited to, and is intended to explicitly release, any of themclaims under the Employment Agreement; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and all subject matter and claims arising from any alleged violation of any federal, state or local statute or ordinance including, without limitation, by the Released Parties under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination In in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans With with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and [__].1 Notwithstanding fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving his employment with the foregoingCompany, this general the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release (and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the “Release”) existence of any such statute in any jurisdiction including, but not limited to, the State of Kansas. The foregoing notwithstanding, the Company and the Parent hereby acknowledge and agree that the foregoing release shall not operate apply with respect to release any the Executive’s rights or claims of the undersigned (i) to payments or benefits under Section 4(a) enforce the terms of that certain Employment this Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or vested benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) the fullest extent permitted by law, to indemnification, advancement and/or insurance coverage as an officer of the Employment Agreement, (iv) Company and/or the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to accrued or vested benefits which the undersigned may have, if any, Executive is a party as of the date hereof under any applicable planhereof, policy, practice, program, contract or agreement and in accordance with the Companylaw, (v) if applicable, and to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or continued coverage under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) ’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:time.

Appears in 1 contract

Samples: Agreement and General Release (Spirit AeroSystems Holdings, Inc.)

General Release. For valuable consideration(a) Executive, the receipt on Executive's own behalf, and adequacy on behalf of which are hereby acknowledgedExecutive's heirs, the undersigned does hereby release family members, executors, agents, and forever discharge the “Releasees” hereunderassigns, consisting of Aziyo Biologicsunconditionally, irrevocably and absolutely releases and discharges LPL, LPL Holdings, Inc. and LPL Financial Holdings, Inc., and its partnersany parent and subsidiary corporations, subsidiariesdivisions and affiliated corporations, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under partnerships or in concert with them, or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future managers, officers, directors, employees, agents, shareholders, successors and assigns (each a “Released Party” and collectively, “Released Parties”), from any and all manner claims, damages, sums of action or money, demands, complaints, actions, cause suits, obligations, omissions, rights, agreements or any other liabilities or causes of actionaction of whatever nature, whether known or unknown, asserted or unasserted, actual or potential, in law or in equity, suitsthat the Executive ever had, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter shall have against the Releasees, Released Parties arising out of or relating to any of them, by reason of any matter, cause, event occurring or thing whatsoever from the beginning of time circumstance existing up to the date hereof. The Claims released herein includeExecutive signs this Post-Employment Release, without limiting the generality including but not limited to those arising out of or relating to Executive's employment with any of the foregoingReleased Parties or the termination of that employment. This General Release is intended to have the broadest possible application and includes, but is not limited to, any Claims in any way arising out oftort, based uponcontract, or related to the employment or termination of employment of the undersigned by the Releaseescommon law, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts constitutional or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance statutory claims including, without limitationbut not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, Executive Order 11246, the Age Discrimination In in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Worker Adjustment and [__].1 Notwithstanding Retraining Notification Act, the foregoingwage payment, this general release (the “Release”) shall not operate to release any rights or claims wage and hour and fair employment practices statutes of the undersigned Commonwealth of Massachusetts or any other state in which Executive has provided services to any of the Released Parties, all as amended; any other federal, state and local law, regulation, or other requirement relating to employment or termination of employment; and all claims to any non-vested ownership interest in the Company, contractual or otherwise, including but not limited to claims to stock, restricted stock or stock options. This General Release includes claims for wrongful termination, defamation, intentional or negligent infliction of emotional distress, retaliation, wage and hour law violations, intentional interference with contract, invasion of privacy, personal injury, public policy or breach of written or oral contract, agreement or understanding, express or implied and all claims for attorneys' fees, costs and expenses. Excluded from this General Release above are: (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. rights and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee law, including claims for workers' compensation, unemployment compensation, accrued and vested retirement benefits, and claims arising after the effective date of this Post-Employment Release; (ii) claims for breach of the Separation Agreement; (iii) claims challenging the validity of the Separation Agreement or this Post-Employment Release under the ADEA; (iv) executory rights under applicable law or (viistock option agreement(s), stockholders agreement(s) and stock plan(s)) with respect to Executive's ownership of securities of the undersigned’s right Company; and (v) rights and claims under common law, statute, and contract with respect to communicate directly withinsurance and indemnification for acts or omissions occurring through the Separation Date. Also excluded from this General Release are Executive's rights to file a charge with an administrative agency (such as the U.S. Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination) or participate in an agency investigation. Executive is, cooperate withhowever, waiving all rights to receive money or other individual relief in connection with an administrative charge, covered by the General Release above, regardless of whether that charge is filed by Executive, on Executive's behalf, or provide information to, any federal, state on behalf of a group or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:class to which Executive purportedly belongs.

Appears in 1 contract

Samples: LPL Financial Holdings Inc.

General Release. For valuable consideration(a) In consideration of the payments and benefits set forth in Section 2 above, the receipt Executive for himself, his heirs, administrators, representatives, executors, successors and adequacy of which are hereby acknowledged, the undersigned assigns (“Releasors”) does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunder, consisting Company and each of Aziyo Biologics, Inc., and its partnersparents, subsidiaries, associatesaffiliates, affiliatesdivisions, successors, heirsassigns, assignsofficers, directors, partners, agents, directorsattorneys, officers, and former and current employees, representatives, lawyers, insurers, and including without limitation all persons acting by, through, under or in concert with themany of them (collectively, or any the “Releasees”), and each of them, of and from any and all manner of action or claims, demands, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expensesattorney fees, of any nature and all liability whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned now has Executive has, had, or may hereafter ever have against the Releasees, Releasees relating to or any arising out of them, by reason of any matter, cause, Executive’s employment or thing whatsoever separation from employment with the Company from the beginning of time and up to and including the date hereofExecutive executes this Release (collectively “Claims”). The Claims released herein includeThis Release includes, without limiting the generality limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of the foregoingemotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any Claims in any way arising out offederal, based uponstate, or related to the employment or termination local laws of employment of the undersigned by the Releaseesany jurisdiction, including those that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of them; any alleged breach discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of any express or implied contract 1967 as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate 1974, the employment of the undersigned; Worker Adjustment and any alleged violation of any federal, state or local statute or ordinance including, without limitationRetraining Notification Act, Title VII of the Civil Rights Act of 19641964 as amended by the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1966, the Age Discrimination In Employment Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the Americans With Disabilities Xxxxxxxx-Xxxxx Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and [__].1 Notwithstanding Reemployment Rights Act of 1994, the foregoingEqual Pay Act, this general release the Xxxxx Xxxxxxxxx Fair Pay Act, the Post-Civil War Civil Rights Act (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”42 U.S.C. §§1981-1988), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, ; (v) to any Claimsclaims arising under California law, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned California Fair Employment and Housing Act (FEHA), the California Labor Code, and the Company California Constitution, or under the bylawsany other foreign, certificate of incorporation federal, state or other similar governing document of the Companylocal law or judicial decision, (vi) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or that Executive is otherwise entitled to receive under any employee benefit plan of the Company or any of its affiliates in accordance with the terms of such plan and applicable law), (vi) any other statutory or common law claims related to Executive’s employment with the Company or the separation of Executive’s employment with the Company. However, this Release excludes, and Executive does not waive, release, or discharge: (A) any obligation of the Company under the Separation Agreement; (B) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other similar federal or state administrative agencies, although Executive waives any right to monetary relief related to any Claims which filed charge or administrative complaint; (C) claims that cannot be waived by an employee law, such as claims for unemployment benefit rights and workers’ compensation; (D) indemnification rights Executive has against the Company under applicable law corporate law, the by-laws or certificate of incorporation of the Company or any of its affiliates, or as an insured under any director’s and officer’s liability insurance policy now or previously in force; (viiE) with respect to the undersigned’s any right to communicate directly withfile an unfair labor practice charge under the National Labor Relations Act; and (F) any rights to vested benefits, cooperate withsuch as pension or retirement benefits, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:the rights to which are governed by the terms of the applicable plan documents and award agreements.

Appears in 1 contract

Samples: Separation Agreement (Vaxart, Inc.)

General Release. For valuable considerationIn consideration of the payments and benefits forth in Sections 1 and 2 of this Agreement, to the fullest extent permitted by law, the receipt Executive (on behalf of himself, his heirs, executors, administrators, successors, and adequacy of which are assigns), intending to be legally bound, hereby acknowledgedagrees to remise, the undersigned does hereby release release, waive, and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company and its subsidiaries and affiliates, and its their respective officers, directors, managers, employees, agents, stockholders, members, partners, subsidiariesand equityholders, associates, affiliatesand the respective predecessors, successors, heirsand assigns of each of them (collectively, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and the “Company Releasees”) from any and all manner of action or actions, cause or actions and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature right to monetary recovery or any personal or individual relief whatsoever, in law and in equity, known or and unknown, fixed or contingent (hereinafter called “Claims”)suspected and unsuspected, which the undersigned that he ever had, now has or may hereafter have against the Releaseeshas, or any of themhereafter may have, by reason of any action, omission, matter, cause, or thing whatsoever from the beginning of time whatsoever, up to the and including each date hereof. The Claims released herein includehe executes this Agreement, and particularly, but without limiting the generality limitation of the foregoingforegoing general terms, claims for notice, pay in lieu of notice, wrongful dismissal, severance pay (except as specified in Section 2 hereof), overtime pay, incentive compensation, vacation pay, or any Claims other claims arising from or relating in any way to wages, hours, the Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, or the termination of that relationship, including, but not limited to, any claims or actions arising out ofof agreements, based upon, representations or policies related to the employment his employment, and claims for wrongful termination, misrepresentation, personal injury, emotional distress, defamation, invasion of privacy, unjust enrichment, breach of contract (oral, written or termination of employment implied), interference with contractual or advantageous relations, other torts, violation of the undersigned covenant of good faith and fair dealing, any claims or actions arising under any and all of the following laws (as in effect or amended): the Age Discrimination in Employment Act, 29 U.S.C. §§ 621, et seq. (“ADEA”), as amended by the ReleaseesOlder Workers Benefit Protection Act of 1990 (“OWBPA”), or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalAmericans with Disabilities Act, state or local statute or ordinance including, without limitation42 U.S.C. §§ 12101 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000-e et seq., the Age Discrimination In Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the federal statutes at 42 U.S.C. §§ 1981 & 1981a, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Families First Coronavirus Response Act, Pub. Law 116–127, the CARES Act, Pub. Law 116-136, the Wisconsin Fair Employment Act, the Americans With Disabilities Wisconsin AIDS Testing Discrimination Law, Wisconsin Personnel Records Statute, Wisconsin Family and Medical Leave Act, Wisconsin Minimum Wage Law, Wisconsin Wage Payments, Claims and [__].1 Notwithstanding the foregoingCollections Law, this general release (the “Release”) shall not operate to release Wisconsin WARN Act, Wisconsin Cessation of Health Care Benefits Law, Wisconsin Employment Peace Act, as well as any rights claim or claims of the undersigned (i) to payments or benefits right under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued the KEESA, or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or other agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylawsits current or prior subsidiaries or affiliates, certificate of incorporation or all as amended, and any other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorconstitutional, statutory or common law claims, including, but not limited to, claims under federal, state, or local laws prohibiting employment discrimination, including any claims for attorneys’ fees and costs, but in each case excluding the following (collectively, the “Excluded Matters”): (i) rights to any payments and benefits under this Agreement; (ii) rights to continued health coverage under COBRA and similar state laws; (iii) any claim or right to unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iv) any medical claim incurred during employment that is payable under applicable medical plans or an employer-insured liability plan; (v) rights to indemnification pursuant to Section 8 below and under any directors and officers insurance with respect to the Executive’s service to the Company in such capacity; (vi) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (vii) rights pertaining to any capital stock of the Company held directly or indirectly by the Executive and any contracts and agreements pertaining thereto; (viii) any claim or right that may arise after the execution of this Agreement; and (ix) any claim that is not otherwise waivable under applicable law. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990The Executive acknowledges that he has not made any claims or allegations related to sexual harassment or sexual abuse, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

Appears in 1 contract

Samples: Transition Agreement (Fiserv Inc)

General Release. For valuable considerationIn consideration of the terms and conditions of this Agreement, the receipt Frichner, on behalf of himself and adequacy of which are his heirs, representatives and assigns, shall and hereby acknowledgeddoes forever relieve, the undersigned does hereby release release, and forever discharge the “Releasees” hereunderCompany Parties and their past and present parent, consisting of Aziyo Biologicssubsidiary, Inc.sister and affiliated corporations and all other related entities, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, the respective directors, officers, employees, agents, attorneys, representatives, lawyerssuccessors and assigns of each of the foregoing, insurerspast or present, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suitsclaims, debts, liabilities, demands, obligations, liens, contractspromises, acts, agreements, promisescosts, liability, claims, demandsexpenses, damages, lossesactions, costs, attorneys’ fees or expenses, and causes of any nature whatsoever, action arising out of facts known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which anticipated or not anticipated, occurring on or existing at any time up to and including the undersigned now has or may hereafter have against the Releaseesdate of execution of this Agreement by Frichner, including, without limitation, any statutory, civil, or any of them, by reason of any matter, cause, or thing whatsoever administrative claims arising from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute laws, including, but not limited to, those that prohibit discrimination of any form, any common law claims of any kind, any claims for termination of employment, wages or ordinance accrued benefits such as unpaid vacation, or any other fringe benefit or compensation. In consideration of the terms and conditions of this Agreement, the Company and the Parent, each on behalf of itself and its affiliates, successors and assigns, shall and hereby does forever relieve, release, and discharge Frichner and his heirs, legal representatives and assigns, past and present, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs, expenses, damages, actions, and causes of action arising out of facts known or unknown, suspected or unsuspected, anticipated or not anticipated, occurring on or existing at any time up to and including the date of execution of this Agreement by Company, including, without limitation, Title VII of the Civil Rights Act of 1964any statutory, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withcivil, or provide information to, any administrative claims arising from federal, state or local government regulatorlaws. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:This agreement does not require the Company to defend or pay any claim regarding any litigation alleging any criminal act(s) by Frichner.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Left Behind Games, Inc.)

General Release. For valuable consideration(a) Executive hereby voluntarily, the receipt knowingly, and adequacy of which are hereby acknowledged, the undersigned does hereby release willingly releases and forever discharge discharges each and all of the “Releasees” hereunderEagle Companies; each and all of the Eagle Companies’ respective predecessors, consisting of Aziyo Biologicssuccessors, Inc., and its partners, subsidiaries, associatesassigns, affiliates, successorsand direct and indirect equityholders (collectively, heirswith the Eagle Companies, assignsthe “Eagle Entities”); each and all of the Eagle Entities’ respective past, present, and future affiliates, direct and indirect equityholders, officers, directors, managers, partners, principals, members, employees, attorneys, agents, directorsinsurers, officersdivisions, employeesand representatives (collectively, representativeswith the Eagle Entities, lawyersthe “Eagle Parties”); and each and all of the Eagle Parties’ respective past, insurerscurrent, and future heirs, executors, administrators, and all other persons acting and entities claiming by, through, or under any of the foregoing (collectively, with the Eagle Parties, the “Eagle Releasees”), from and against any and all charges, complaints, claims, promises, agreements, controversies, liabilities, or in concert with themcauses of action whatsoever (collectively, “Claims”) that Executive or any of his past, present, or future successors, assigns, affiliates, attorneys, agents, insurers, representatives, heirs, executors, administrators, or any other persons or entities claiming by, through, or under any of themthe foregoing (collectively, of and from any and all manner of action with Executive, the “Executive Releasors”) ever had, now have, or actionshereafter can, cause or causes of actionshall, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, the Eagle Releasees by reason of any matter, cause, or thing whatsoever arising on or prior to the Effective Date (as defined below) (and through the Post-Employment Release Effective Date if and only if the Post-Employment Release becomes effective and binding on the Post-Employment Release Effective Date in accordance with its terms), whether such Claims are known to the Executive Releasors or unknown to them, whether they are vested or contingent, whether they are suspected or unsuspected, and whether they are apparent, concealed, or hidden, arising from the beginning of time to the date hereof. The Claims released herein includeworld through the Effective Date (and through the Post-Employment Release Effective Date if and only if the Post-Employment Release becomes effective and binding on the Post-Employment Release Effective Date in accordance with its terms) based on any matter or thing, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Executive’s employment with, or termination from, Eagle International; his other service to, or any type and/or kind of other relationship whatsoever with, any of the Eagle Entities, or the termination of such service or relationship; including, without limitation, any Claims arising under federal, state, foreign, or local laws or ordinances pertaining to employment, including but not limited to (i) any and all Claims arising under Title VII of the Civil Rights Act of 1964, ; the Age Discrimination In Employment Act, Civil Rights Act of 1866; the Civil Rights Act of 1991; the Americans With Disabilities Act of 1990; the Family and Medical Leave Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; the Vietnam Era Veterans Readjustment Act of 1974; the Immigration Reform and Control Act of 1986; the Labor Management Relations Act; the National Labor Relations Act; the Occupational Safety and Health Act; the Equal Pay Act; the Rehabilitation Act of 1973; the Uniformed Services Employment and Reemployment Rights Act; the Worker Adjustment and Retraining Notification Act; the New York State WARN Act; the Xxxxxxxx-Xxxxx Act of 2002; the Xxxx-Xxxxx Act; the Internal Revenue Code of 1986; Article 15 of the Executive Law of the State of New York (Human Rights Law); the New York City Human Rights Law; the New York Labor Law; the New York Earned Sick Time Act; the New York Wage Theft Protection Act; the Connecticut Family and Medical Leave Act; the Connecticut Fair Employment Practices Act; Connecticut's whistleblower law; Connecticut's free speech law; Connecticut's minimum wage and wage payment laws; the anti-retaliation provision of Connecticut's workers' compensation statute; and all applicable amendments to each of the foregoing acts and laws; (ii) any and all Claims under any other federal, state, foreign, or local labor laws, wage and [__].1 Notwithstanding hour laws, or employee relations and/or fair employment practices laws (except the foregoing, this general release Age Discrimination in Employment Act of 1967 (the ReleaseADEA”) shall not operate to release any rights or claims of the undersigned Older Workers Benefit Protection Act (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the Employment AgreementOWBPA”), (ii) to payments or benefits under any equity award agreement between which are addressed separately in the undersigned and the Company, Post-Employment Release); (iii) any and all Claims under any public policy, including any whistleblower laws or protections; (iv) any and all tort or quasi-contractual Claims, including but not limited to any Claims for misrepresentation, defamation, tortious interference with respect to Section 2(b)(ivcontract, restitution, promissory estoppel, conversion, replevin, invasion of privacy, prima facie tort, defamation, libel, slander, or quantum meruit; (v) any and all Claims for compensation, wages, commissions, bonuses, royalties, stock options, deferred compensation, equity, other monetary or equitable relief, vacation, personal or sick time, other fringe benefits, attorneys’ fees, or any tangible or intangible property of Executive’s that remains with any of the Employment Eagle Releasees; (v) any and all Claims for harassment, retaliation, or discrimination on the basis of sex, affectional or sexual orientation, gender identity or expression, medical condition, including genetic predisposition or carrier status, atypical hereditary cellular or blood trait, genetic information, race, creed, color, national origin, ancestry, marital status, domestic partner status, familial status, religion, mental or physical disability, perceived disability, AIDS or HIV status, veteran status, or non-work activities; (vi) any and all Claims under any written or oral contract, or explicit or implied agreement, or any modification thereof, including but not limited to all Claims under the Company’s 2014 Equity Incentive Plan, the Company’s prepackaged reorganization plan, or any other incentive, equity, stock, option, or warrant plan, any restricted stock award, equity award, option award, or warrant award agreements, and any policies, agreements, understandings, or promises; and (vii) any and all other Claims that could have been brought by any of the Executive Releasors under any law, equitable theory, public policy, or other source, except that Executive does not waive or release (A) any Claims to enforce the terms of this Agreement, (ivB) any rights Executive otherwise would have to accrued or vested benefits the undersigned may have, indemnification (if any, as of the date hereof ) under any applicable planbylaw, insurance policy, practice, program, contract or agreement with the Companylaw, (vC) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or Claims under the bylawsADEA or OWBPA (which are addressed separately in the Post-Employment Release), certificate of incorporation or other similar governing document of the Company, (viD) to any Claims which that cannot be waived by an employee released under applicable law or (viicollectively (A) with respect to through (D) in this clause (ii), the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:“Executive Excepted Claims”).

Appears in 1 contract

Samples: Separation Agreement and General Release (Eagle Bulk Shipping Inc.)

General Release. For valuable considerationIn consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [DATE], 2016, to which Bellerophon Therapeutics, Inc. (the “Company”) and Xxxxxxxx X. Xxxxxxx (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the Releasees” hereunderCompany Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsshareholders, officersattorneys, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, 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 Company Released Party (hereinafter called an ClaimsAction”) arising out of or in connection with the Executive’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 Security Act of 1974 (“ERISA”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Employment Agreement (Bellerophon Therapeutics, Inc.)

General Release. For valuable consideration4a. Except for the obligations arising out of this Agreement and the Option Agreements, EXECUTIVE for himself and on behalf of each and all of his respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies, affiliates, and each of the receipt foregoing’s respective past, present, and adequacy of which are hereby acknowledgedfuture officers, principals, directors, partners, employees, agents, attorneys, trustees, administrators, executors, and representatives (all herein referred to as the undersigned “EXECUTIVE RELEASORS”), does hereby release fully and forever discharge the “Releasees” hereunderrelease, consisting of Aziyo Biologicsabsolve, Inc.discharge, and covenant not to xxx THQ, and each and all of its partnerslegal predecessors, successors, assigns, owners, fiduciaries, divisions, parents, subsidiaries, associates, affiliates, successorsand related entities, heirsand each of the foregoing’s respective past, assignspresent, and future officers, principals, directors, partners, employees, agents, directorsattorneys, officerstrustees, employeesadministrators, representatives, lawyers, insurersexecutors, and representatives (all persons acting byherein referred to as the “THQ RELEASED PARTIES”) of, throughfrom, under or in concert with themand for, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, debts, controversies, liabilities, losses, accounts, reckonings, obligations, costs, expenses, attorneys’ fees fees, actions, liens, causes, and/or causes of action, at law or expensesin equity, of any nature whatsoever, whether known or unknownunknown (collectively, fixed or contingent (hereinafter called the Executive’s Released Claims”), which the undersigned EXECUTIVE RELEASORS now has have, have ever had, or may hereafter have in the future against the ReleaseesTHQ RELEASED PARTIES based upon, arising out of, concerning, relating to, by virtue of, or resulting from any of themact, by reason of any omission, matter, causefact, occurrence, transaction, thing, state of facts, claim, contention, statement, or thing whatsoever event occurring or existing at any time from the beginning of time the world up to and including the date hereofSeparation Date. The Claims released herein include, without Without limiting the generality of the foregoing, this General Release applies to any Claims and all claims, demands, damages, debts, controversies, liabilities, losses, accounts, reckonings, obligations, costs, expenses, attorneys’ fees, actions, liens, causes, and/or causes of action which in any way arising are based upon, concern, relate to, arise out of, based uponare by virtue of, or related to the result from, EXECUTIVE’s employment or termination of employment of the undersigned by the Releaseeswith THQ, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitationbut not limited to, any claims which could have been raised under any state’s Fair Employment and Housing Act, Title VII of the Civil Rights Act of 19641964 as amended, the Age Discrimination In in Employment ActAct (ADEA), the Americans With American’s with Disabilities ActAct (ADA), and [__].1 Notwithstanding the Employees Retirement Income Security Act (ERISA), or any other federal, state, or local law, regulation, ordinance, or common law claim. Without limiting the generality of the foregoing, this general release (EXECUTIVE agrees, to the “Release”) shall extent permitted by law, not operate to release file against any rights or claims of the undersigned (i) to payments THQ RELEASED PARTIES any complaint or benefits under Section 4(a) charge with the Equal Employment Opportunity Commission, the California Fair Employment and Housing Commission, the federal or California Department of that certain Employment AgreementLabor, effective as of [Ÿ]or with any other local, between Aziyo Biologicsstate, Inc. and the undersigned (the “Employment Agreement”)or federal agency or court based upon, (ii) to payments arising out of, concerning, relating to, by virtue of, or benefits under resulting from any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment AgreementExecutive’s Released Claims, (iv) to accrued and that if any agency or vested benefits the undersigned may have, if any, as court assumes jurisdiction over any of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Executive’s Released Claims, including claims EXECUTIVE will request such agency or court to withdraw from the matter. EXECUTIVE also acknowledges that, except for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned payments and the Company or under the bylawsbenefits required by paragraph 3 above, certificate of incorporation or EXECUTIVE has been paid all wages, accrued vacation pay, severance and separation pay, and all other similar governing document of the Company, (vi) monies and benefits to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:EXECUTIVE was entitled.

Appears in 1 contract

Samples: Agreement and General Release (THQ Inc)

General Release. For valuable considerationExcept as expressly otherwise provided in this Section 2.4, Buyer shall rely solely upon Buyer’s own inspection of the receipt Property and adequacy investigations in determining the Property’ physical condition and other matters relating to the Property. Effective upon Escrow Closing, Buyer, for itself, its affiliates, successors and assigns and subsequent owners of which are the Property, hereby acknowledgedwaives, the undersigned does hereby release releases, remises, acquits and forever discharge discharges Sellers and the “Releasees” hereunderSellers’ partners, consisting of Aziyo Biologics, Inc.members, and its each of their respective officers, directors, shareholders, beneficiaries, members, partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurersemployees and attorneys, and all persons acting by, through, under or in concert with them, or any of them, their respective successors and assigns (the “Seller Related Parties”) of and from any and all manner of action or actionsclaims, cause or damages, liens, suits, causes of action, in law legal or in equityadministrative proceedings, suitsfines, debtspenalties, liens, contracts, agreements, promises, liability, claimsjudgments, demands, damages, lossesobligations, costs, liabilities and losses and expenses (including, without limitation, reasonable attorneys’ fees fees) (collectively “Claims and Liabilities”) whatsoever, direct or expenses, of any nature whatsoeverindirect, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Buyer now has or which Buyer may hereafter have against in the Releasees, future on account of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out ofof or in connection with the Property, based uponincluding, without limitation, the known or unknown physical or environmental condition of the Property (including, without limitation, any contamination in, on, under or adjacent to the Property by any solid hazardous or toxic substance, material or waste or mold), or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute law, ordinance, rule or ordinance regulation applicable thereto, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Toxic Substances Control Act, the Americans With Disabilities Comprehensive Environmental Response, Compensation and Liability Act, and [__].1 Notwithstanding the foregoingResource Conservation and Recovery Act. Buyer, this general release (the “Release”) shall not operate to release any rights or claims for itself, its affiliates, successors and assigns and subsequent owners of the undersigned (i) to payments or Property, fully understands and expressly waives the benefits under of Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) 1542 of the Employment AgreementCalifornia Civil Code, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly withmatters described in this Section 2.4; Section 1542 of the California Civil Code provides 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, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990DEBTOR.” In this connection and to the extent permitted by law, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:except to the extent otherwise provided in this Section 2.4, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses and other Claims and Liabilities which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Sellers and the Seller Related Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses and other Claims and Liabilities which might in any way be included as a material portion of the consideration given to Sellers by Buyer hereunder. Sellers have given Buyer material concessions regarding this transaction in exchange for Buyer agreeing to the provisions of this Section 2.4. Sellers and Buyer have each initialed this Section 2.4 to further indicate their awareness and acceptance of each and every provision hereof; provided, however that failure of any party to initial this Section 2.4 below shall not invalidate this Section 2.4 nor any other provision of this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall be liable for any breach of its express representations and warranties in this Agreement and for Seller’s obligations, which by the express terms of this Agreement survive Escrow Closing, subject to the express limitations and conditions set forth in this Agreement. SELLERS INITIALS BUYER INITIALS Building Seller: __________ Parking Lot Seller: This Section 2.4 shall survive the Escrow Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bea Systems Inc)

General Release. For valuable consideration, Reference is hereby made to the receipt Separation Agreement And General Release by and adequacy of which are hereby acknowledged, the undersigned does hereby release between XXXXXX XXXXX (“Xxxxx”) and forever discharge CANTEL MEDICAL CORP. (the “Releasees” hereunderCompany”) (the “Agreement”). Capitalized terms used but not defined herein are used herein as defined in the Agreement. Xxxxx is signing this General Release (referred to in the Agreement as the “Additional General Release”) on or within four (4) days after the Separation Date in accordance with the terms and conditions of the Agreement. Xxxxx acknowledges and agrees that for and in consideration of the Severance Benefits provided for in the Agreement and the other promises and valuable consideration set forth in the Agreement, consisting Xxxxx, for himself and for his heirs, executors, administrators, trustees, legal representatives, successors and assigns (collectively referred to for purposes of Aziyo Biologicsthis General Release as the “Xxxxx Releasors”), Inc.hereby forever releases and discharges Cantel and any and all of Cantel’s past, present and its partnersfuture parent entities, subsidiaries, associatesdivisions, affiliatesaffiliates or related business entities, successorsassets, heirsemployee benefit and/or pension plans or funds, successors and assigns, agentsand any and all of their and Cantel’s past, present and future owners, directors, officers, employees, representatives, lawyersmembers, insurers, employees, attorneys, fiduciaries, agents, trustees, predecessors, successors and all persons acting byassigns (collectively, throughthe “Company Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, and liabilities of any nature whatsoeverkind whatsoever (upon any legal or equitable theory, whether based on any federal, state or local constitution, statute, ordinance, regulation, common law, court decision or otherwise), whether known or unknown, fixed asserted or contingent (hereinafter called “Claims”)unasserted, which any of the undersigned Xxxxx Releasors ever had, now has have, or hereafter may hereafter have against the Releasees, or any of them, the Company Releasees by reason of any matteractual or alleged act, causeomission, or thing whatsoever transaction, practice, policy, conduct, occurrence and/or other matter from the beginning of time the world up to and including the date hereofthat Xxxxx signs this General Release. The Claims released herein include, without Without in any way limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of Xxxxx Releasors so release and discharge the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsCompany Releasees from, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which canbut not be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information limited to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement and General Release (Cantel Medical Corp)

General Release. For valuable considerationAs a material inducement to the Company and the Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy assigns, and with full understanding of which are hereby acknowledgedthe contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, releases and discharges the Company, the undersigned does hereby release Parent, and forever discharge their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the “Releasees” hereunderCompany or the Parent (including any fiduciaries thereof), consisting and all related entities of Aziyo Biologics, Inc.any kind or nature, and its partners, subsidiaries, associates, affiliatesand their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, employees, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or may hereafter have against the Releaseesand whether arising in tort, contract, statute, or equity, before any of themfederal, by reason of any matterstate, causelocal, or thing whatsoever from private court, agency, arbitrator, mediator, or other entity, regardless of the beginning relief or remedy; provided, however, and subject to Paragraph 4 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of time to the date hereofEEOC or another governmental agency. The Claims released herein include, without Without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to it being the employment or termination of employment intention of the undersigned by parties to make this release as broad and as general as the Releaseeslaw permits, or this release specifically includes, but is not limited to, and is intended to explicitly release, any claims under that certain Employment Agreement between the Executive and Spirit AeroSystems, Inc., with an effective date of themApril 6, 2013 (the “Employment Agreement”); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and all subject matter and claims arising from any alleged violation of any federal, state or local statute or ordinance including, without limitation, by the Released Parties under the ADEA; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination In in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans With with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and [__].1 Notwithstanding fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving his employment with the foregoingCompany, this general the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release (and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the “Release”) existence of any such statute in any jurisdiction including, but not limited to, the State of Kansas. The foregoing notwithstanding, the Company and the Parent hereby acknowledge and agree that the foregoing release shall not operate apply with respect to release any rights or claims of the undersigned Executive’s right (i) to payments or benefits under Section 4(a) enforce the terms of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. this Agreement and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned maximum extent permitted by law, to indemnification as an officer and director of the Company and the Parent in accordance with the Company, (iii) ’s and the Parent’s certificate of incorporation and by‑laws and the terms of any indemnification agreement with respect the Parent and/or the Company to Section 2(b)(iv) of which the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, Executive is a party as of the date hereof hereof, and to continued coverage under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) ’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:time.

Appears in 1 contract

Samples: Retirement and Consulting (Spirit AeroSystems Holdings, Inc.)

General Release. For In exchange for good and valuable considerationconsideration as described in Paragraph 2 (Consideration) of that certain Separation Agreement and Release (“Agreement”) entered into between Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) and United States Steel Corporation (the “Company”) to which this Attachment A is attached, Xxxxxxxx on behalf of himself and his agents, representatives, attorneys, heirs, executors, administrators, survivors, trustees, beneficiaries, and assigns (separately and collectively, the receipt “Releasors”), of his own free will and adequacy of which are hereby acknowledgedin good faith, completely, irrevocably and unconditionally releases and discharges forever the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its partnerssuccessors, assigns, divisions, subsidiaries, associatesrelated or affiliated companies, affiliates, successors, heirs, assigns, agentspast and present officers, directors, officersshareholders, members, employees, representativesrepresentatives and agents (separately and collectively, lawyers, insurers, and “Releasees”) from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suits, debts, liens, contracts, agreements, promises, liability, claimscharges, demands, damagescosts and expenses for damages which he now has, lossesor may have hereafter, costswhether known or unknown, attorneys’ fees whether asserted or expensesnot, arising out of or on account of his employment relationship with the Company, or his separation from employment with the Company, or any nature other transactions, occurrences, acts or omissions or any loss, damage, or injury whatsoever, known or unknown, fixed suspected or contingent unsuspected, resulting from any act or omission on the part of the Company, committed or omitted as of the date of his execution and delivery of this General Release (hereinafter called the General Release Execution Date”) (collectively, the “Released Claims”), which . The Released Claims do not include any claims arising from any acts or omissions on the undersigned now has or may hereafter have against part of the Releasees, or Company arising after his execution of this General Release and do not apply to any of them, by reason claim for enforcement of any matter, cause, or thing whatsoever from terms of the beginning of time to the date hereofAgreement. The Released Claims released herein include, without limiting the generality of the foregoingbut are not limited to, any Claims in claims of discrimination on any way basis, including age, race, color, national origin, religion, sex, gender or gender identity, sexual orientation, veteran’s status, whistleblower status, disability or handicap arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of under any federal, state state, or local statute statute, ordinance, order or ordinance includinglaw, without limitationincluding but not limited to the Age Discrimination in Employment Act (“ADEA”) as applicable, Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 and 1983 of the Age Discrimination In Employment Civil Rights Act of 1866, the Americans with Disabilities Act, the Americans With Disabilities Uniformed Services Employment and Reemployment Rights Act, and [__].1 Notwithstanding the foregoing, this general release (Employee Retirement Income Security Act; any claims under the “Release”) shall not operate to release Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; any rights or claims of claim that the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under Company breached any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with promise express or implied, or any term or condition of employment; any claim for wages, benefits, bonus, severance pay or compensation of any kind (except as specifically provided in the Company, (v) to Agreement); any Claims, including torts or any claims for indemnification promissory estoppel; any claim of wrongful discharge, and/or advancement of expenses arising any other claims under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorlaws arising out of or related to his employment or separation from employment with the Company. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990It is expressly understood and agreed that the foregoing is a general release of all claims and rights against the Releasees, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:except those claims that may not be waived as a matter of law or any claims arising from any acts or omissions on the part of the Company arising after his execution of this General Release and do not apply to any claim for enforcement of any terms of the Agreement.

Appears in 1 contract

Samples: Separation Agreement and Release (United States Steel Corp)

General Release. For valuable considerationa. As a material inducement to Brand to enter into this Agreement, the receipt Vxxxxxx, on behalf of herself and adequacy of which are hereby acknowledgedher heirs, the undersigned executors, administrators, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Brand, and its partnersdivisions, subsidiaries, associatesaffiliates and all owners, affiliatesstockholders, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyersand attorneys, insurers, and all persons acting by, through, under or in concert with them, Brand or any of themparent, of and subsidiary or related entity, from any and all manner of action or charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expensesand costs actually incurred), of any nature whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, joint or several, which the undersigned now Vxxxxxx has had or may hereafter claim to have had, against the Releasees, or any of them, Brand by reason of any matter, causeact, omission, cause or thing whatsoever event whatever from the beginning of time to the date hereofResignation Date (“Claims”); other than those obligations set forth in this Agreement. The This release and waiver of Claims released herein includespecifically includes, but without limiting the generality of foregoing general terms, the foregoing, any following: (1) all Claims arising from or relating in any way to any act or failure to act by any employee of Brand, (2) all Claims arising out of, based upon, from or related relating in any way to the employment relationship of Vxxxxxx with Brand and/or the termination thereof, including any claims which have been asserted or termination could have been asserted against Brand, together with (3) any and all Claims which might have been asserted by Vxxxxxx in any suit, claim, or charge, for or on account of employment any matter or things whatsoever that has occurred up to and including the date of the undersigned by the Releaseesthis Agreement, under any and all laws, statutes, orders, regulations, or any other claim of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalright(s), state or local statute or ordinance including, including without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment ActAct of 1967 (“ADEA”) (as set forth more fully in Section 22 of this Agreement), the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims Labor Code of the undersigned (i) to payments State of New Hampshire or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, Claim in contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:tort.

Appears in 1 contract

Samples: Separation Andrelease of Claims Agreement (Brandpartners Group Inc)

General Release. For valuable considerationThe Option Holder, on behalf of such Option Holder and such Option Holder’s successors, assigns, next-of-kin, representatives, administrators, executors, agents and any other person or entity claiming by, through, or under any of the receipt foregoing, do hereby unconditionally and adequacy of which are hereby acknowledgedirrevocably release, the undersigned does hereby release waive and forever discharge each of the Company, Parent, Merger Sub and the Surviving Corporation (collectively, the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Released Parties”), and its partnerstheir respective affiliates and each of their past and present directors, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directorsmanagers, officers, employees, representativesagents, lawyerspredecessors, insurerssuccessors, assigns, equityholders, partners, insurers and all persons acting bysubsidiaries (collectively, throughthe “Released Party Affiliates”), under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, lossesjudgments, costs, attorneys’ fees or expenses, causes of action and liabilities of any nature whatsoever, known whether or unknownnot known, fixed suspected or contingent claimed, arising directly or indirectly from any act, omission, event or transaction occurring (hereinafter called “Claims”or any circumstances existing) on or prior to the date of the Closing, including without limitation, any and all of the foregoing arising out of or relating to (i) such Option Holder’s capacity as a current or former stockholder, optionholder or other equityholder (whether director or indirect), which officer, director, manager, employee or agent of any of the undersigned now has or may hereafter have against the Releasees, Released Parties or any of themtheir predecessors, by reason subsidiaries or affiliates (or such Option Holder’s capacity as a current or former trustee, director, officer, manager, employee or agent of any matterother entity in which capacity such Option Holder is or was serving at the request of any of the Released Parties or the Released Party Affiliates), causeand (ii) any contract, agreement or thing whatsoever from the beginning of time other arrangement (whether verbal or written) entered into or established on or prior to the date hereofof the Closing (with the effect that any such contract, agreement or other arrangement, including any provision purporting to survive termination of such contract, agreement or other arrangement, is hereby terminated in its entirety), in all cases whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) on or prior to the date of the Closing. The Claims released herein includeOption Holder understands that this is a full and final general release of all claims, without limiting the generality demands, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against any of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Released Parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gordmans Stores, Inc.)

General Release. For valuable consideration(a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the Closing, in consideration of the mutual agreements contained herein, including the Final Purchase Price to be received by the Seller, the receipt Seller, on behalf of itself and adequacy each of which are hereby acknowledgedits past, the undersigned does hereby release present and forever discharge the “Releasees” hereunderfuture Affiliates, consisting of Aziyo Biologicsfirms, Inc.corporations, and its limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, subsidiariestrustees, associatesprincipals, affiliatesconsultants, successorscontractors, family members, heirs, assignsexecutors, agentsadministrators, directorspredecessors, officerssuccessors and assigns (each, employeesa “Releasing Party” and, representativescollectively, lawyersthe “Releasing Parties”), insurershereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Xxxxxxxxxx Entities, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Purchaser and its Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”) of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityActions, suits, debts, liens, contracts, agreementsContracts, promises, liabilityLiabilities or Losses (whether for compensatory, claimsspecial, demandsincidental or punitive Losses, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the ReleaseesReleased Parties, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding which are based on acts, events or omissions relating in any manner to the foregoing, this general release System or the Xxxxxxxxxx Entities occurring up to and including the Closing (the “ReleaseReleased Claims) ); provided, however, that the foregoing release shall not operate to release release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights or claims of the undersigned of: (i) to payments the Seller or benefits its Affiliates under Section 4(a) this Agreement or any of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), Ancillary Agreements; or (ii) the Releasing Parties to payments indemnification, reimbursement or benefits advancement of expenses under the provisions of the organizational documents of a Xxxxxxxxxx Entity (or any equity award agreement between directors’ and officers’ liability insurance policy maintained by any Xxxxxxxxxx Entity in respect of the undersigned and the Companysame) if any Releasing Party is made a party to an Action as a result of such Releasing Party’s status as an officer, (iii) director or employee of any Xxxxxxxxxx Entity with respect to Section 2(b)(iv) of the Employment Agreementany act, (iv) to accrued omission, event or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract transaction occurring on or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect prior to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Closing.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)

General Release. For good and valuable consideration, including but not limited to the receipt and adequacy Severance Pay set forth in Section 2 of which are hereby acknowledgedthis General Release, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting Equity Severance Benefit set forth in Section 3 of Aziyo Biologics, Inc.this General Release, and the Severance Health Benefit set forth in Section 4 of this General Release, the Executive releases, discharges, and promises not to xxx the Company, any of its partnersand their parents, subsidiaries, associates, affiliates, successorsand related entities, heirs, assigns, agents, and/or any and all of its and their current or former directors, officers, members, employees, attorneys, representatives, lawyers, insurers, agents, heirs, successors, and all persons acting byassigns (individually and collectively the “Company Releasees”), through, under or in concert from and with them, or any of them, of and from respect to any and all manner of action or claims, actions, cause or suits, liabilities, debts, controversies, contracts, agreements, obligations, damages, judgments, causes of action, and contingencies whatsoever, including attorneys’ fees and costs, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, asserted or unasserted, which against the undersigned Company Releasees, the Executive and the Executive’s respective heirs, administrators, executors, successors, assigns, attorneys, and affiliates (individually and collectively the “Executive Releasors”) ever had, now has has, or hereafter can, shall, or may hereafter have against the Releaseesfor, upon, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the world through the date hereofthe Executive executes this General Release (individually and collectively, “Claims”). The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance includingThis includes, without limitation, (i) any Claims in connection with or arising from the Executive’s employment by the Company or the separation or end of such employment; (ii) any Claims for compensation, salary, bonus, deferred compensation, commissions, carried interest, incentive compensation or similar benefit, equity compensation, stock options, severance pay, pension, vacation pay, life insurance, disability benefits, health or medical insurance, or any other fringe benefit; (iii) any Claims under any federal, state, or local law, regulation, or ordinance, including without limitation any Claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act, this general release (the “Release”) shall not operate to release any rights or claims of Fair Labor Standards Act, the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementFamily Medical Leave Act, effective as of [Ÿ]the New York State Human Rights Law, between Aziyo Biologicsthe New York City Human Rights Law, Inc. the New York Labor Law and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, Massachusetts General Laws; (iv) to accrued any Claims under common law including, without limitation, any Claim for tort, breach of contract (express or vested benefits the undersigned may haveimplied, if anywritten or oral), as of the date hereof under any applicable planquasi contract, policy, practice, program, contract or agreement with the Company, wrongful or constructive discharge; and (v) to any ClaimsClaims for compensatory damages, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned punitive damages, or attorneys’ fees, costs, disbursements and the Company or under like. The Executive represents that the bylawsExecutive has not assigned any Claim released herein. The Executive intends this release to be a general release of any and all Claims to the fullest extent permissible by law, certificate excluding Severance Pay set forth in Section 2 of incorporation or other similar governing document this General Release, the Equity Severance Benefit set forth in Section 3 of this General Release, the Severance Health Benefit set forth in Section 4 of this General Release and the continued benefits of the CompanyIndemnification Agreement as referenced in Section 5 of this General Release, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to and the undersigned’s right to communicate directly withenforce this General Release, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:none of which are released Claims hereunder.

Appears in 1 contract

Samples: Separation and General Release Agreement (IntraLinks Holdings, Inc.)

General Release. For valuable consideration(a) In consideration of the covenants, agreements, and undertakings of the Company under the Offer to Amend and this General Release Agreement, effective upon the Expiration Date, the receipt and adequacy Holder, on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., itself and its partnersrespective present and former parents, subsidiaries, associatesaffiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the Company and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, successorspredecessors, heirsemployees, assigns, agentsofficers, directors, officersshareholders, employeesmanagers, members, agents (including, without limitation, Xxxxxx Xxxxxx & Co., LLC, as Placement Agent for the Company’s securities), representatives, lawyers, insurerspermitted successors, and all persons acting bypermitted assigns (collectively, through, under or in concert with them, or any of them, “Releasees”) of and from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, liabilityvariances, trespasses, damages, judgments, extents, executions, claims, and demands, damages, losses, costs, attorneys’ fees or expenses, of any every kind and nature whatsoever, whether now known or unknown, fixed foreseen or contingent unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (hereinafter called collectively, “Claims”), which the undersigned any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against the Releaseesany of such Releasees for, upon, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereof. The Claims released herein includeExpiration Date, without limiting the generality of the foregoing, except for any Claims in any way relating to rights and obligations preserved by, created by, or otherwise arising out ofof this General Release Agreement; provided, based uponhowever, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, that this general release (the “Release”) General Release Agreement shall not operate to release any rights or claims of relieve the undersigned Company from (i) to payments its indemnification obligations under indemnification agreements with the Company’s current or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. former directors and the undersigned (the “Employment Agreement”)officers, (ii) its obligations pursuant to payments or benefits under any equity award agreement between the undersigned and employment agreements with the Company, ’s current or former employees or (iii) its repayment obligations pursuant to the PIK Note Purchase Agreement and the PIK Notes, which shall remain in full force and effect (the “Released Claims”). Notwithstanding anything else in this General Release Agreement to the contrary, by executing this General Release Agreement (by Xxxxxx’s execution and delivery of an Election to Consent, together with respect any other required documents in accordance with the terms of the Offer to Amend, electing thereby to participate in the Offer to Amend, pursuant to Section 2(b)(iv4(e) of the Employment Agreement, (ivhereto) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which canHolder shall not be deemed to have waived by an employee under applicable law compliance with any provision of Securities Exchange Act of 1934 or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withof any rule or regulation thereunder, or provide information to, of any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rule of a self-regulatory organization.

Appears in 1 contract

Samples: General Release Agreement (Foxo Technologies Inc.)

General Release. For valuable considerationExcepting the obligations that are expressly set forth in this Agreement, the receipt Employee shall and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Employer, and its partners, subsidiaries, associates, affiliatesEmployer's predecessors, successors, heirs, assigns, executors, administrators, agents, directors, officers, employees, representatives, lawyersattorneys, insurersaffiliates, subsidiaries, and any and all past or present officers, directors and shareholders of Employer, and all of them, as well as any and all persons acting or allegedly acting by, throughunder, under through or in concert with them, or any of them, of and from against any and all manner of action or claims, damages, actions, cause or causes of action, in law or in equityliabilities, suits, debtsjudgments, liens, contracts, agreements, rights, debts, suits, obligations, promises, liabilityacts, claimscosts and expenses (including, demands, damages, losses, costsbut not limited to, attorneys’ fees or expenses' fees), damages and charges of any nature whatsoeverwhatsoever nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent contingent, or ever filed or prosecuted (hereinafter called “hereinafter, collectively referred to as "Claims”)") which Employee may now have, which the undersigned now has or may hereafter have against the Releaseesclaims to have, or any of them, by reason of any matter, causetime heretofore had, or thing whatsoever from the beginning of time claimed to the date hereof. The Claims released herein includehave had, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releaseesagainst Employer, or any other claim, as a result of them; things undertaken, said, stated, done or admitted to be done up to and including the date of this Agreement. Excepting the obligations that are expressly set forth in this Agreement, Employer shall and hereby does release and forever discharge Employee, as well as any alleged breach and all persons acting or allegedly acting by, under, through or in concert with her, against any and all claims, damages, actions, causes of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; action, liabilities, judgments, liens, contracts, agreements, rights, debts, suits, obligations, promises, acts, costs and any alleged violation of any federal, state or local statute or ordinance expenses (including, without limitationbut not limited to, Title VII attorneys' fees), damages and charges of the Civil Rights Act of 1964whatsoever nature, the Age Discrimination In Employment Actwhether known or unknown, the Americans With Disabilities Actsuspected or unsuspected, and [__].1 Notwithstanding the foregoingforeseen or unforeseen, this general release fixed or contingent, or ever filed or prosecuted (the “Release”hereinafter, collectively referred to as "Claims") shall not operate to release any rights which Employer may now have, or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if anyor any time heretofore had, or claimed to have had, against Employee, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Samples: Severance Agreement and Release (California Independent Bancorp)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, Xxxx X. Xxxxx (the undersigned “Service Provider”) does hereby release and forever discharge the “ReleaseesReleased Parties” hereunder, consisting of Aziyo BiologicsXxxxxxx-Xxxxxx, Inc.Inc. (the “Company”), Xxxxxxx-Xxxxxx Holdings, Inc. (“Holdings”) and its each of their respective partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Service Provider now has or may hereafter have against the Releasees, or any of themthe Released Parties, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or service or termination of employment or service of the undersigned Service Provider by the Releasees, or any of themthe Released Parties; any alleged breach of any express or implied contract of employmentemployment or service; any alleged torts or other alleged legal restrictions on Releaseesany of the Released Parties’ right to terminate the employment or service of the undersignedService Provider; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment ActAct (the “ADEA”), the Americans With Disabilities Act, the False Claims Act, the Employee Retirement Income Security Act, the Worker Retraining and [__].1 Notwithstanding Notification Act, the foregoingFair Labor Standards Act, this general release (the “Release”) shall not operate to release any rights or claims Xxxxxxxx-Xxxxx Act, the California Fair Employment and Housing Act, the California Equal Pay Law, the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementCalifornia Labor Code, effective as of [Ÿ]the California WARN Act, between Aziyo Biologics, Inc. the California False Claims Act and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:California Corporate Criminal Liability Act.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Kennedy-Wilson Holdings, Inc.)

General Release. For valuable consideration(a) In consideration of my relinquishing my rights --------------- to future employment and cancellation of my rights under the Employment Agreement dated April 25, 1997 between Employee and CTN (as defined below) (the receipt and adequacy of which are hereby acknowledged"Employment Agreement"), the undersigned does hereby release I, Xxxxx Xxxxx ("Employee"), release, dismiss, covenant not to xxx and forever discharge the “Releasees” hereunder, consisting of Aziyo BiologicsCTN Media Group, Inc., f/k/a College Television Network, Inc., a Delaware corporation ("CTN") and its partnersmajority shareholder, subsidiariesU-C Holdings, associatesL.L.C. ("Holdings"), affiliatesa Delaware limited liability company (collectively, all of the foregoing are referred to as the "Company") and all affiliated corporations, limited liability companies or partnerships and stockholders, members, managers, officers, directors, employees, agents, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, transferees and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitsdamages, debts, liens, contracts, agreements, promises, liability, claims, demandscounterclaims, damages, losses, costs, attorneys’ fees or expenses, obligations and liabilities of any nature whatsoeverwhatever nature, known or unknown, fixed including, but not limited to those actions, causes of action, suits, damages, debts, claims, counterclaims, obligations and liabilities, resulting or contingent arising out of, directly or indirectly, the employment relationship between Employee and the Company (hereinafter called “Claims”including, but not limited to, claims for compensation, salary, bonuses, severance pay or other benefits), which the undersigned now has termination of the employment relationship, any promises made to or may hereafter have against agreements with Employee while he was employed at the ReleaseesCompany, Employee's ownership, directly or indirectly, of capital stock in the Company, Employee's ownership or right to receive equity in Holdings, or any of themthe failure to offer employment with the Company, including, without limitation, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoingspecification, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged claims for breach of contract, failure to hire, wrongful discharge of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; kind, and any alleged violation of claims arising under any federal, state state, or local statute laws or ordinance ordinances, including, without limitation, by reason of specification, the Federal Securities Act of 1933, as amended, the Federal Securities Exchange Act of 1934, as amended, the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Older Workers Benefits Protection Act, and [__].1 Notwithstanding any common law claims now or hereafter recognized. Employee does hereby agree and acknowledge that except for the foregoingpayments pursuant to Paragraph 3 below, this general release (the “Release”) shall not operate Employee is entitled to release any no compensation, benefits or other rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and privileges from the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Payment Agreement (CTN Media Group Inc)

General Release. For valuable considerationThe Employee agrees, the receipt for himself, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and adequacy of which are hereby acknowledgedother persons or entities acting or purporting to act on his behalf, the undersigned does hereby release to irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunderCompany, consisting of Aziyo Biologics, Inc., and its partnersaffiliates, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, shareholders, partners, agents, representatives, lawyerspredecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by the Company and all persons acting bysaid plans' fiduciaries, throughagents and trustees, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now Employee has, has had, or may hereafter in the future claim to have against the Releasees, or any of them, Company by reason of any matterof, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based uponrelated to, or related to resulting from Employee's employment with the employment Company or the termination of employment of the undersigned by the Releaseesthereof. This release specifically includes without limitation any claims arising in tort or contract, or any of them; claim based on wrongful discharge, any alleged claim based on breach of contract, any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any claim arising under federal, state or local statute law prohibiting race, sex, age, religion, national origin, handicap, disability or ordinance includingother forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim which the Employee has or has had under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, as amended, the Americans With with Disabilities Act, as amended, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act of 1974, as amended. It is understood and agreed that the waiver of benefits and claims contained in this general release (the “Release”) shall Section does not operate to release any rights or claims include a waiver of the undersigned (i) right to payments payment of any vested, nonforfeitable benefits to which the Employee or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) a beneficiary of the Employment Agreement, (iv) to Employee may be entitled under the terms and provisions of any employee benefit plan of the Company which have accrued or vested benefits the undersigned may have, if any, as of the date hereof Separation Date and does not include a waiver of the right to benefits and payment of consideration to which the Employee may be entitled under any applicable planthis Agreement. The Employee acknowledges that he is only entitled to the additional benefits and compensation set forth in this Agreement, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including and that all other claims for indemnification and/or advancement of expenses arising under any indemnification agreement between other benefits or compensation are hereby waived, except those expressly stated in the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:preceding sentence.

Appears in 1 contract

Samples: Separation Agreement (Agl Resources Inc)

General Release. For valuable considerationIn consideration for the termination benefits outlined in this Agreement, the receipt and adequacy of to which are hereby acknowledgedEmployee is not otherwise entitled, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Employee, and its anyone claiming through Employee or on Employee’s behalf, hereby generally and completely releases and waives each and every past, present, and future parent, division, subsidiary, partnership, owner, trustee, fiduciary, administrator, member, shareholder, investor, associate, affiliate, predecessor, successor and related company, and all of their current or former agents, officers, directors, partners, subsidiariesrepresentatives, associatesattorneys, affiliatescontractors, insurance companies, administrators, successors, heirs, assigns, agents, directors, officers, current and former employees, representatives, lawyersplan administrators, insurers, and all any other persons acting by, through, under under, or in concert with them, or any of themthe persons or entities listed in this subsection, the predecessors, successors, and assigns of each entity listed above, and each of them (“Released Parties”), from any and all manner of action or actionsclaims, cause or rights, debts, liabilities, demands, causes of action, in law or in equityobligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, and damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which arising as of or prior to the undersigned now has date of Employee’s signature to this Agreement, under any federal, state, local, common, or may hereafter have against other law, regulation, ordinance, constitutional provision, executive order, or other source of law, including but not limited to: claims in any way related to Employee’s employment with the ReleaseesReleased Parties, Employee’s separation from employment, the terms and conditions of Employee’s employment, or any claims for breach of themcontract (express, by reason of implied or otherwise), including, but not limited to, any matterpayments or benefits under any Cambium severance plan, causestock option plan, or thing whatsoever from equity plan; the beginning of time Illinois Human Rights Act; the Illinois Equal Pay Act; the Illinois Right to Privacy in the date hereof. The Claims released herein include, without limiting Workplace Act; the generality of Illinois Biometric Privacy Act; the foregoing, any Claims in any way arising out of, based upon, or related to Illinois Workplace Transparency Act; the employment or termination of employment of Illinois Minimum Wage Law; the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersignedChicago and Cook County Human Rights Ordinances; and any alleged violation all claims under the Civil Rights Act of any federal, state or local statute or ordinance including, without limitation1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination In Employment Act, the Americans With Disabilities Older Workers Benefit Protection Act, the California Labor Code, the California Business and [__].1 Notwithstanding Professions Code, all California Wage Orders, the foregoingCalifornia Fair Employment and Housing Act, this general release (the “Release”) shall not operate to release California Family Rights Act, the California Civil Code, the California Government Code, the Pennsylvania Human Relations Act, the Pennsylvania Whistleblower Law, and/or the laws prohibiting discrimination, harassment, and/or retaliation in any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreementstate in which you are employed, effective as of [Ÿ]and any and all federal, between Aziyo Biologicsstate, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if anylocal employment laws, as of the date hereof well as any and all common law tort or contract theories under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:laws (“Released Claims”).

Appears in 1 contract

Samples: Separation and General Release Agreement (Cambium Networks Corp)

General Release. For valuable consideration(a) Except as otherwise stated in this Agreement, and in consideration for all of the receipt promises and adequacy of which covenants herein, including but not limited to the continued employment and right to receive the Severance Payment, Employee acknowledges and agrees that Employee has actual bona fide disputes with the Company that are hereby acknowledgedreleased by this Agreement, the undersigned does hereby release including without limitation disputes as to wage and hour claims, and knowingly and voluntarily releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of Aziyo Biologicsits parent, Inc.subsidiary, related, affiliated, predecessor, and its successor companies/entities, and each of their respective past, present and future principals, owners, stockholders, partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsmembers, directors, officers, joint venturers, joint employers, alter-egos, affiliates, fiduciaries, trustees, employees, representativesservants, lawyerscontractors, agents, attorneys, insurers, assigns, and representatives (the “Released Parties”) from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debtsclaims, lienscontroversies, contracts, agreements, promises, liability, claimsdisputes, demands, damagesliabilities, grievances, charges, injuries, losses, damages, monies, injunctive relief, arbitrations, judgments, awards, orders, executions, attorney’s fees, debts, interest, expenses and costs, attorneys’ fees or expensesand other legal responsibilities, of any form or nature whatsoever, and/or any causes of action of whatever kind or character, whether known or unknown, fixed suspected or contingent unsuspected, unforeseen, unanticipated, unsuspected, or latent, which Employee (hereinafter called or Employee’s predecessors, successors, assigns, representatives, or authorized agents) ever had, now has, or which Employee’s heirs, assigns, executors or administrators hereafter can, shall or may have, arising out of or relating in any way to any acts, circumstances, facts, transactions, omissions, or other subject matters, based on facts occurring prior to the time Employee executes this Agreement (Released Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Amended and Restated Severance Agreement (RadNet, Inc.)

General Release. For IN CONSIDERATION OF good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged, and in consideration of the undersigned does hereby release terms and forever discharge conditions contained in the Employment Agreement, effective as of January 31, 2012 (the “Releasees” hereunderAgreement”), consisting by and between Xxxx Xxxxxxxx (the “Executive”) and Lakeland Industries, Inc. (the “Company”), the Executive on behalf of Aziyo Biologicshimself and his heirs, Inc.executors, administrators, and assigns, releases and discharges the Company and its partners, past present and future subsidiaries, associatesdivisions, affiliatesaffiliates and parents, successorsand their respective current and former officers, heirsdirectors, assignsemployees, agents, directors, officers, employees, representatives, lawyers, insurersand/or owners, and all persons acting bytheir respective successors, through, under and assigns and any other person or in concert entity claimed to be jointly or severally liable with them, the Company or any of them, of and the aforementioned persons or entities (the “Released Parties”) from any and all manner of action or actions, cause or actions and causes of action, in law or in equity, suits, debts, liensdues, accounts, bonds, covenants, contracts, agreements, promisesjudgments, liabilitycharges, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and demands whatsoever (hereinafter called ClaimsLosses), ) which the undersigned now has Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have have, against the Releasees, Released Parties or any of them, them arising out of or by reason of any cause, matter, cause, or thing whatsoever from the beginning of time the world to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related relating to the Executive’s employment or termination of employment of the undersigned by the ReleaseesCompany and the cessation thereof, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of and all matters arising under any federal, state state, or local statute statute, rule, or ordinance includingregulation, without limitationor principle of contract law or common law relating to the Executive’s employment by the Company and the cessation thereof, including but not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination In in Employment ActAct of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Americans With with Disabilities ActAct of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the New York State and New York City Human Rights Laws, the New York Labor Laws, and [__].1 Notwithstanding any other equivalent or similar federal, state, or local statute; provided, however, that the foregoingExecutive does not release or discharge the Released Parties from (i) any rights to any payments, benefits or reimbursements due to the Executive under the Agreement; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company. It is understood that nothing in this general release (the “Release”) shall not operate is to release any rights or claims be construed as an admission on behalf of the undersigned (i) to payments or benefits under Section 4(a) Released Parties of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) wrongdoing with respect to the undersigned’s Executive, any such wrongdoing being expressly denied. The Executive represents and warrants that he fully understands the terms of this General Release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this General Release, he will not have the right to communicate directly withassert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise. The Executive further represents and warrants that he has not filed, cooperate withand will not initiate, or provide information tocause to be initiated on his behalf any complaint, charge, claim, or proceeding against any of the Released Parties before any federal, state state, or local agency, court, or other body relating to any claims barred or released in this General Release thereof, and will not voluntarily participate in such a proceeding. However, nothing in this General Release shall preclude or prevent the Executive from filing a claim, which challenges the validity of this General Release solely with respect to the Executive’s waiver of any Losses arising under the ADEA. The Executive shall not accept any relief obtained on his behalf by any government regulatoragency, private party, class, or otherwise with respect to any claims covered by this General Release. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990The Executive may take twenty-one (21) days to consider whether to execute this General Release. Upon the Executive’s execution of this general release, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:the Executive will have seven (7) days after such execution in which he may revoke such execution. In the event of revocation, the Executive must present written notice of such revocation to the office of the Company. If seven (7) days pass without receipt of such notice of revocation, this General Release shall become binding and effective on the eighth (8th) day after the execution hereof (the “Effective Date”). INTENDING TO BE LEGALLY BOUND, I hereby set my hand below: Xxxx Xxxxxxxx

Appears in 1 contract

Samples: Lakeland Industries Inc

General Release. For valuable consideration(a) Employee understands and agrees that, by signing this Agreement, in exchange for the receipt Severance Payment that Employee will receive under Paragraph 4 above, Employee is irrevocably and adequacy of which are hereby acknowledgedunconditionally waiving, the undersigned does hereby release releasing and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.discharging, and its partnerspromising not to sxx the Company and each of the Company's owners, subsidiariesshareholders, associates, affiliatespredecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyersattorneys, insurersdivisions, subsidiaries, franchisees, affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with themany of them (collectively "Releasees"), or any and each of them, of and from any and all manner of action or claims, wages, demands, actions, cause or class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, in law or in equitycharges, suitsgrievances, obligations, debts, lienscosts, contractsexpenses, agreementspenalties, promises, liability, claims, demandsattorneys' fees, damages, lossesjudgments, costs, attorneys’ fees or expenses, orders and liabilities of any nature whatsoeverkind, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has and whether or may hereafter have against the Releaseesnot concealed or hidden, arising out of or in any way connected with Employee's employment relationship with, or the termination of Employee's employment with, any of themthe Released Parties, by reason of including but in no way limited to, any matter, cause, act or thing whatsoever from the beginning of time omission committed or omitted prior to the date hereofof execution of this Agreement. The Claims released herein includeThis general release of claims includes, without limiting the generality of the foregoingbut is in no way limited to, any Claims in any way arising out ofand all wage and hour claims, based uponclaims for wrongful discharge, breach of contract, violation of public policy, tort, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalstatute, state constitution or local statute or ordinance includingregulation, without limitation, including but not limited to any violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, as amended; ADEA; the Americans With with Disabilities Act, as amended; the Family and [__].1 Notwithstanding Medical Leave Act, as amended; the foregoingFair Labor Standards Act, this general release (as amended; Employee Retirement Income Security Act of 1974, as amended; 42 U.S.C. Section 1981; the “Release”) shall not operate to release any rights or claims Older Workers Benefit Protection Act; the Civil Rights Act of 1866, 1871, 1964, and 1991; the undersigned (i) to payments or benefits under Section 4(a) Rehabilitation Act of that certain Employment Agreement, effective as 1973; the Equal Pay Act of [Ÿ], between Aziyo Biologics, Inc. 1963; the Vietnam Veteran's Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; and the undersigned Immigration Reform and Control Act of 1986;the New York Human Rights Law; the New York City Administrative Code (including the “Employment Agreement”New York City Human Rights Law), as amended; California's Constitution; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code (ii) to payments or benefits under any equity award agreement between the undersigned except for section 2802 and the Companyprovisions governing workers' compensation), (iii) with respect to Section 2(b)(iv) the California Industrial Welfare Commission Wage Orders; and/or any other alleged violations of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local law, regulation or ordinance, and/or contract, including without limitation, tort law or public policy claims, having any bearing whatsoever on Employee's employment by and the termination of Employee's employment with the Company, including, but not limited to, any claim for wrongful discharge, back pay, vacation pay, sick pay, wage, commission or bonus payment, attorneys' fees, costs, and/or future wage loss. Nothing herein shall prohibit Employee from filing a Charge of Discrimination or cooperating with the Equal Employment Opportunity Commission (or similar state or local agency) in any investigation, charge or proceeding, provided that Employee agrees that she will accept no monetary compensation in connection with any matter brought on Employee's behalf. Employee, in consideration of the Severance Payment as described in Section 4 of this Agreement, agree and acknowledge that this Agreement constitutes a knowing and voluntary waiver of all rights or claims Employee has or may have against the Company as set forth herein, including, but not limited to, all rights or claims arising under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA; and Employee has no physical or mental impairment of any kind that has interfered with your ability to read and understand the meaning of this Agreement or its terms. Employee acknowledges that Employee has been given a reasonable period of time to consider this Agreement, that Employee has freely, knowingly, and voluntarily decided to accept these benefits, and that this Agreement has binding legal effect, and that Employee is not acting under the influence of any medication or mind-altering chemical of any type in entering into this Agreement. The foregoing release does not extend to Employee's right to receive (i) indemnification under any statute (including under California Labor Code §2802); (ii) claims under the ADEA that may arise after the date Employee signs this Agreement; or (iii) any other rights or claims under applicable federal, state or local law that cannot be waived or released by private agreement as a matter of law. Employee understands that nothing in the release shall preclude Employee from filing a claim for unemployment or workers' compensation insurance. Employee understands that nothing in this release shall preclude Employee from filing a charge or complaint with any state or federal government regulatoragency or to participate or cooperate in such a matter; Employee agrees, however, to waive and release any right to seek or receive monetary damages resulting from any such charge or complaint or any action or proceeding brought by such government agency. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990This release applies to claims or rights that Employee may possess either individually or as a class member, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:and Employee waives and releases any right to participate in or receive money or benefits from any class action settlement or judgment after the date this Agreement is signed that relates in any way to Employee's employment with Company. This release is binding on Employee's heirs, family members, dependents, beneficiaries, executors, administrators, successors and assigns. The obligations stated in this release are intended as full and complete satisfaction of any and all claims Employee has now, or has had in the past. By signing this release, Employee specifically represents that Employee has made reasonable effort to become fully apprised of the nature and consequences of this release, and that Employee understands that if any facts with respect to any matter covered by this release are found to be different from the facts Employee now believes to be true, Employee accepts and assumes that risk and agrees that this release shall be effective notwithstanding such differences. Employee expressly agrees that this release shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages. Employee promises not to pursue any claim that Employee has settled by this release. If Employee breaks this promise, Employee agrees to pay all of Company's costs and expenses (including reasonable attorneys' fees) related to the defense of any claims. Employee understands that nothing in this Agreement shall be deemed to preclude Employee from challenging the knowing and voluntary nature of this release before a court or the Equal Employment Opportunity Commission ("EEOC"), or from filing a charge with the EEOC, the National Labor Relations Board, or any other federal, state or local agency charged with the enforcement of any employment laws. Employee understands, however, that, by signing this release, Employee is waiving the right to monetary recovery based on claims asserted in such a charge or complaint.

Appears in 1 contract

Samples: Confidential Severance Agreement and General Release (Vince Holding Corp.)

General Release. For valuable considerationIn consideration of the benefits provided under this Agreement, Executive, for and on behalf of himself and each of his heirs, administrators, executors, personal representatives, beneficiaries, successors and assigns, fully and completely releases the receipt and adequacy of which are hereby acknowledgedCompany, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.its affiliates, and its each of their respective current and former officers, directors, managers, members, partners, subsidiaries, associates, affiliates, successors, heirs, assignsshareholders, agents, directorsemployees, officersemployee benefit plans and fiduciaries, employeestrustees, insurers, representatives, lawyersattorneys, insurerstransferees, successors and assigns (collectively, the "Releasees"), collectively, separately, and all persons acting by, through, under or in concert with them, or any of themseverally, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, lossescauses of action, costsdebts, attorneys’ fees or expensesliabilities, controversies, judgments, and suits of any every kind and nature whatsoever, foreseen, unforeseen, known or unknown, fixed or contingent (hereinafter called “Claims”)which Executive has had, which the undersigned now has has, or may hereafter have against the Releasees, Releasees (or any of them, by reason of any matter, cause, or thing whatsoever ) from the beginning of time up until the time Executive signs this Agreement, with the exception of (i) any claims which cannot be waived by private agreement; (ii) any claims which may arise after the date Executive signs this Agreement; (iii) any claims for breach of this Agreement or to enforce any rights, obligations, or payments specified in this Agreement; or (iv) any claims by Executive for indemnification or insurance coverage for Executive's acts or omissions while employed with the Company under any articles of incorporation, bylaws, operating agreement, directors and officers insurance policy, or other applicable plan, document, agreement, or insurance policy. Subject to the date hereof. The Claims released herein includelimitations in the immediately preceding sentence, without limiting the generality this general release of the foregoing, any Claims in any way claims includes all claims arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of under any federal, state or local statute or ordinance includingordinance, without limitationconstitutional provision, public policy or common law (the "Employee Claims"), including all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act of 1967, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Executive Order 11246, the Employee Retirement Income Security Act (with respect to unvested benefits), the Consolidated Omnibus Budget Reconciliation Act, the Americans With with Disabilities Act, the Rehabilitation Act, the Family and [__].1 Notwithstanding Medical Leave Act of 1993, the foregoingWorker Adjustment and Retraining Notification Act, this general release (the “Release”) shall not operate to release any rights or claims Georgia Equal Pay Act, the Georgia Prohibition of the undersigned (i) to payments or benefits under Section 4(a) of that certain Age Discrimination in Employment AgreementAct, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned Georgia Equal Employment for People with Disabilities Code, all as amended; all claims for breach of any express or implied contract; all claims for breach of any covenant of good faith and fair dealing; all claims for promissory estoppel or detrimental reliance; all claims for wages, bonuses, incentive compensation, fringe benefits and severance allowances or entitlements; all tort claims (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement fraud, slander, libel, defamation, disparagement, and negligent or intentional infliction of expenses arising under emotional distress); all claims for compensatory or punitive damages, or any indemnification agreement between the undersigned other claim for damages or injury of any kind whatsoever; and the Company all claims for monetary recovery, including, without limitation, attorneys' fees , experts' fees, medical fees or under the bylawsexpenses, certificate of incorporation costs and disbursements. Executive hereby irrevocably and unconditionally waives and relinquishes any right to obtain or receive reinstatement or any monetary, injunctive, or other similar governing document relief through any suit, complaint, action or proceeding commenced or maintained in any court, agency, or other forum by Executive or on his behalf for or on account of any of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claims released in this Agreement).

Appears in 1 contract

Samples: Employment Agreement (Guided Therapeutics Inc)

General Release. For valuable considerationEmployee, the receipt on his own behalf, and adequacy on behalf of which are his heirs and assigns, hereby acknowledged, the undersigned does hereby release fully and forever discharge unconditionally releases and discharges the “Releasees” hereunderCompany, consisting all of Aziyo Biologicsits past and present parent, Inc.subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsall past or present officers, directors, officers, employees, representatives, lawyers, insurers, insurers and all persons acting by, through, under or in concert with them, or agents of any of them, (hereinafter referred to collectively as "Releasees"), of and from from, and covenants not to sue or assert against Xxxeasees, for any purpose, all claims, administrative complaints, demands, actions and all manner of action or actions, cause or causes of action, in of every kind and nature whatsoever, whether at law or in equity, suitsarising from or in any way related to my employment by the Company including the termination thereof, debtsbased in whole or in part upon any act or omission concerning on or before the date of this general release, lienswhether negligent or intentional, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees without regard to Employee's present actual knowledge of the act or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)omission, which the undersigned Employee may now has have, or may hereafter have against the Releaseeswhich Employee, or any person acting on his behalf may at any future time have or claim to have, including specifically, but not by way of themlimitation, by reason unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of any mattercontract, causeexpress or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any under federal, state or local statute or ordinance includinglaws, without limitationsuch as the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Rehabilitation Act of 1973, the Americans With with Disabilities Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingPregnancy Disability Act, the Equal Pay Act, and the Colorado Civil Rights Act, excepting only retirement benefits described herein, COBRA rights, unemployment compensation and worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the facts and law concerning this general release (the “Release”) may be other than as presently known to Employee, and acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. be governed by and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement construed in accordance with the Companylaws of Colorado. In the event of any dispute under this release, (v) the prevailing party shall be entitled to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned recover all costs and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Employment Agreement (Pease Oil & Gas Co /Co/)

General Release. For In exchange for the benefits described in this Agreement, and other good and valuable consideration, the receipt and adequacy sufficiency of which are hereby acknowledged, Employee hereby agrees that he, his representatives, agents, estate, heirs, successors and assigns (collectively and individually the undersigned does “Employee Parties”) absolutely and unconditionally hereby release release, remise, indemnify, hold harmless and forever discharge the “Releasees” hereunderCompany, consisting of Aziyo Biologicsits predecessors, Inc.successors, and its partnersparents, subsidiaries, associatesdivisions, affiliates, successors, heirs, assigns, agentsbenefit plans and insurers, as well as its and their current and former directors, stockholders, officers, employees, representativesattorneys, lawyerspartners, insurersrepresentatives and/or agents, both individually and all persons acting byin their official capacities (collectively and individually the “Company Parties”), through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause actions or causes of action, in law or in equity, suits, debtsclaims, lienscomplaints, contracts, liabilities, obligations, agreements, promises, liability, claims, demandsdebts, damages, lossesjudgments, costsrights and demands (all of the foregoing collectively, attorneys’ fees “Claims”), whether existing or expenses, of any nature whatsoevercontingent, known or unknown, fixed or contingent including, but not limited to, (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or a) any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way and all claims arising out ofof or in connection with Employee’s employment, based upon, or related to the change in employment status or termination of employment with the Company, (b) any and all claims arising out of or in connection with any relationship between Employee and the Company and/or the Company Parties, including those arising out of Employee’s status as an employee or officer of the undersigned by Company and/or the ReleaseesCompany Parties, or (c) any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions and all claims based on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute law, constitution or ordinance regulation regarding either employment or employment discrimination and/or retaliation including, without limitation, Title VII those laws or regulations concerning discrimination on the basis of race, color, age, handicap, physical or mental disability, creed, religion, sex, sex harassment, sexual orientation, marital status, national origin, ancestry, veteran status, military service, application for military service, or any other category protected under state or federal law, and (d) any and all claims based on any contract, whether oral or written, express or implied; any tort; and/or any other statutory or common law claim of any nature whatsoever. This Section 3 is intended by the parties hereto to be all encompassing and to act as a full and total release of any and all claims, whether specifically enumerated herein or not, that Employee Parties have, may have or have had against the Company Parties, from the beginning of the Civil Rights Act world to the date of 1964this Agreement and through and after the Separation Date; provided, the Age Discrimination In Employment Acthowever, the Americans With Disabilities Act, and [__].1 Notwithstanding that notwithstanding the foregoing, this general the release (the “Release”) contained herein shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) apply to any Claims which cannot be waived by an employee arising or accruing under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Samples: Separation Agreement (Medical Solutions Management Inc.)

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